The parties shall be bound by this order, and all its terms and conditions when Seller executes and returns the acknowledgment copy of this order or delivers or furnishes to IMSAR any of the goods and/or services ordered. No contract shall exist except as herein above provided.
The time of delivery stated is the essence of this contract. The date specified for delivery is the required delivery date at IMSAR’s plant, unless otherwise specifically noted in the Purchase Order. IMSAR reserves the right to refuse any goods or services and to cancel all or any part hereof if Seller fails to deliver all or any part of any goods or perform all or any part of any services in accordance with the terms specified herein. If Seller’s deliveries will not meet agreed schedules, IMSAR may require Seller to ship via a more rapid route or carrier in order to expedite such delivery and any difference in cost caused by such change shall be paid by Seller provided, nevertheless, that such right shall be in addition to any other rights and remedies of IMSAR. Acceptance of any part of this order shall not bind IMSAR to accept future shipments or performance of services, nor deprive it of the right to return goods already accepted and shall not be deemed to be a waiver of IMSAR’s right to cancel or return all or any part of the goods because of failure to conform to order or by reason of defects, latent or patent, or other breach of warranty, or to make any claim for damages, including manufacturing cost or loss of profits, injury to reputation or other special, consequential and incidental damages incurred by IMSAR. Such rights shall be in addition to any other remedies provided hereunder or provided by law or otherwise. Delivery shall not be deemed to be complete until goods have been actually received and accepted by IMSAR, notwithstanding delivery to any carrier or until any services have been performed, received and accepted.
IMSAR at any time shall have the right to make changes to this Purchase Order by written notice to the Seller, and Seller agrees to comply with such changes. If such changes cause a material increase or decrease in Seller’s costs or time or performance of this Purchase Order, Seller shall notify IMSAR immediately and negotiate an adjustment.
4. NEW MATERIAL
All goods delivered hereunder shall consist of new materials, unless otherwise stated on the Purchase Order.
5. PACKING AND SHIPPING
The goods purchased hereunder must be suitably packed and prepared for shipment to secure the lowest transportation rates, to comply with any specific transportation specifications of IMSAR, and, in all cases, to comply with carriers’ regulations. All charges for packing, crating and transportation are included in the price for the goods set forth herein and will be paid by Seller except as otherwise specifically stated on the Purchase Order. A Packing List shall accompany each box or package shipment, showing the Purchase Order number as well as the item number and a description of the goods. In the event that no such Packing List accompanies any shipment, the count or weight or other measure of IMSAR shall be final and conclusive. IMSAR shall not be obligated to accept any shipments in excess of the ordered quantity and any excess or advance shipments may be returned to Seller at Seller’s expense.
Unless otherwise specified, the prices established by this Contract are firm fixed prices. In the event Seller is liable to IMSAR for any amounts pursuant to this Contract, IMSAR may, at its election, set-off against any amounts payable to Seller under this contract.
7. INSPECTION AND ACCEPTANCE
(a) IMSAR’s final acceptance of Goods or Services is subject to IMSAR’s final inspection within sixty (60) days after receipt at IMSAR’s facility or such other place maybe designated by IMSAR notwithstanding any payment or prior test or inspection.
(b) Seller and its suppliers shall establish and maintain a quality control and inspection program in accordance with commercially accepted practices or as specified on the Purchase Order. For purchases of non-commercial items, and subject to applicable national security regulations, IMSAR and IMSAR’s representative shall have the right of access, on a non-interference basis, to any area of Seller’s or Seller’s Supply Chain sub-tier premises where any part of the work is being performed.
The original and one copy of a Bill of Lading or comparable shipping document must accompany Seller’s invoices. Payment of such invoices shall be subject to a pro rata adjustment by IMSAR for any shortage in the goods shipped or defective goods rejected by IMSAR, or for any failure to perform services or defective performance thereof. Any discount period shall be calculated from the date of receipt by IMSAR of an appropriate invoice. Invoices may be mailed when goods are shipped, but time of payment shall not commence until actual or scheduled receipt, whichever is later, of items at their destination or upon satisfactory completion of services.
Seller represents, certifies and warrants:
- (1) that the price charged for the goods and/or services purchased pursuant hereto shall be no higher than Seller’s current price to any other customer for the same quality or quantity of such goods or services;
- (2) and that all goods delivered pursuant hereto will be new, unless otherwise specified, and free from defects in material and workmanship and that all goods will conform to applicable samples, specifications, drawings, and standards of quality and performance, and that all goods will be free from defects in design and suitable for their intended purpose;
- (3) that all services performed pursuant hereto will be free from defects in material