Vantage Composites and Thermoforming
an ESOP and AS9100 registered company

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Terms and Conditions of Purchase

1.0 ACCEPTANCE:
This order is the entire agreement between Buyer, whose offer is contained herein and Seller, who accepts this offer and each of its items, by commencement of performance, receipt of any payment, or acknowledgment of this order. No other terms are applicable unless accepted in writing by Buyer. Any failure to Buyer to enforce any terms hereof shall not be deemed a waiver or relinquishment of Buyer's right to enforcement of the terms hereof.

2.0 SHIPMENT
Seller shall not ship in advance of schedule and shall ship only exact quantities ordered in strict conformance with the specifications and drawings referenced herein to which Seller shall certify compliance. Each shipment shall include two copies of Seller's shipping documents with Buyer's or the Government's inspector stamp when applicable. All shipments shall be packaged at no cost to Buyer in a manner which protects the material and conforms with carrier's tariffs. Seller shall bear the risk of loss, deterioration, or damage until goods are delivered as herein required.

2.1 Seller shall be paid, upon the submission or property certified invoices (in duplicate) the prices stipulated herein for goods delivered and accepted or services rendered and accepted, less deductions, if any, as herein provided. Also see paragraph 5.0 below.

3.0 DELIVERY
Delivery shall be in accordance with this order and time is of the essence. When the Seller has reason to believe the deliveries will not be made as scheduled written notice concerning the cause of the delay and estimated delivery date shall be given immediately to the Buyer. If the shipment by premium transportation becomes necessary in order to fulfill the Seller's delivery obligations, transportation charges, in excess of any he has previously agreed to pay, for this premium transportation, shall be paid by Seller. Nothing contained in this article shall prevent termination by Buyer under the provisions of this order.

3.1 Seller shall not manufacture in advance of time reasonably required to meet deliveries set forth in this order. Buyer reserves the right to return collect, all goods received at the Buyer's plant more than one week in advance of schedule shown in this order.

3.2 In the event of fire, strikes, lockout, accident, war, or other causes beyond the Seller's control, interfering with the manufacture or the transportation of the goods herein described, or of the Seller's manufactured product, then the deliveries under this order may be suspended by Buyer during the period required to remove the cause without additional cost to Buyer.

3.3 Delivery of any portion of this purchase order constitutes acceptance of this order.

4.0 WARRANTIES:
Seller warrants for two years that the material supplied hereunder shall conform fully with the requirements of this order, including specifications, drawings, or samples, shall be free from defects in design, materials, or workmanship as applicable and shall fit for the purposes for which required. The warranties hereunder shall survive any payments to Seller and are in addition to warranties implied by law. In addition to other rights Buyer may accept any conforming part of this order and reject the balance which shall be returnable to Seller for full credit at price charged. Nonconforming material may be replaced by Seller or by another source at election of Buyer, who reserves all rights to incidental and consequential damages. Notwithstanding any prior inspection or acceptance all materials are subject to final inspection and acceptance at destination.

5.0 INSPECTION, QUALITY ASSURANCE, AND SURVEILLANCE:
Seller should may available at its facilities all materials furnished hereunder for inspection by Buyer and/or Government inspectors prior to shipment and shall certify conformance to the requirements of this order including all Government quality specifications. Notwithstanding any inspection or rejection at destination and shall be subject to all express and implied warranties. Seller shall conform to all Government quality specifications if this order relates to end use by the Government. Seller grants Buyer access to its facilities at reasonable times to conduct management and technical surveillance relating to this order.

6.0 TAXES:
Unless exempt from Federal, state, and local taxes for material for U.S. Government end use, Seller agrees to pay any Federal, state or local taxes, whether sales, use, excise, property, or other taxes applicable to the material purchased hereunder.

7.0 CHANGES:
Buyer may at any time by written order, without notice to sureties or assignees, make changes within the general scope of this order in any one or more of the following: (1) drawings, designs, or specifications; (2) method of shipping or packing; (3) time or place of delivery. Should any such change increase or decrease the cost or time of performance of this order, and equitable adjustment may be requested by Seller or Buyer in price and/or delivery schedule. No claim by Seller will be valid unless submitted in writing to Buyer within 30 days after receipt of change order, and any claim by Seller shall be accompanied with cost and schedule effects data for which Seller grants Buyer rights of audit and access to records of Seller. Pending agreement on price and/or schedule adjustments, Seller shall proceed as directed by Buyer in writing. No claim for compensation hereunder made by Seller after final payment is valid. Buyer's engineering and technical personnel may from time to time render assistance, make interpretations or provide advice to Seller in liaison efforts, but no such assistance, interpretations or advice shall be deemed to be changes hereunder unless incorporated by a written change order issued by Buyer's duly authorized purchasing representative.

8.0 PROPERTY, RISK OF LOSS, INDEMNIFICATION, AND INSURANCE:
Seller hereby indemnifies and holds harmless Buyer from any and all losses, expenses, claims, actions and demands relating to death or injury to person or property arising out of Seller's performance of this order, including, without limitation, any claims for personal injuries or deaths, or loss of property, whether furbished by Buyer, the U.S. Government, or others, and agrees to carry insurance which adequately protects Buyer from any claims, including comprehensive public liability, property damage and workmen's compensation insurance. Seller further agrees to return all property furnished by Buyer or the U.S. Government in the same condition as received absent ordinary wear and tear, except for property incorporated into deliverable material hereunder, Seller bears risk of loss of any property in its possession or in the possession of its carrier until delivered to Buyer. Seller indemnifies Buyer from any and all actions claims and demands upon Buyer by third parties related to the pricing, cost accounting, and performance of this order by Seller who shall hold Buyer harmless from all costs, damages, interest and/or attorney fees incurred by Buyer with respect to such claims, actions or demands.

9.0 DATA, TOOLS, REPRODUCTION, AND PROPRIETY RIGHTS:
(a) Seller shall not use or disclose without the Buyer's prior written consent, any designs, specifications, technical information or other data, or tooling furnished by Buyer or generated by Seller in the performance of this order and shall maintain confidentiality thereof except performance of this order or to the extent the U.S. Government has rights to authorize such use and confers upon Seller such written authorization.
(b) All data, drawings an information furnished by Seller for performance of this order shall not be restricted as to Buyer's use or disclosure and shall be deemed part of the consideration of this order and shall be deemed proprietary to the Buyer except for any rights which the U.S. Government may have and any limitations in writing mutually agreed upon between Seller and Buyer.
(c) Seller indemnifies Buyer from any claims for copyright, patent or other infringement, including any trade secret claims arising out of Seller's performance of this order and holds Buyer harmless from any costs, damages, interest and/or attorney fees incurred in regard to such claims, actions, or demands.

10.0 ASSIGNMENT
Seller's performance of this order may not be assigned or delegated to any other party, subject to setoff or recoupment for any claims of Buyer. Any such assignment shall be the subject of timely notice to Buyer.

11.0 COMPLIANCE WITH LAWS & REGULATIONS:
Seller agrees to comply with all applicable local, state, and Federal laws, executive orders, codes, and regulations hereby indemnifies Buyer against any loss, cost, or damage by reason of Buyer's non-conformance.

12.0 SETOFF:
All sums payable by Buyer hereunder shall be subject to deductions or setoffs by Buyer for any non-conformances by Seller with the terms hereof.

13.0 DISPUTES AND APPLICABLE LAW:
This contract shall be governed by and construed in accordance with, the laws of the State of California and, when applicable, Federal law. Any controversy or claim arising out of or relating to this contract or the breach thereof shall be settled by arbitration in Los Angeles, California Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Except if related to a decision of a contracting officer received by Buyer with rights to appeal to a board of contract appeals or court under the Contract Disputes Act with respect to a contract with the U.S. Government and in such instance, Seller agrees to join Buyer in any such appeal and to cooperated and incur its own costs in prosecuting the appeal, including its own attorney's fees, and agrees to be bound to the decision under the appeal relating to this order. Pending the determination of any suit or appeal hereunder, Seller shall perform this order pursuant to Buyer's written directives.

14.0 INSOLVENCY:
In the event of commencement of insolvency or bankruptcy proceedings or an assignment for the benefit of creditors of Seller, Buyer may terminate this order by written notice of default pursuant to the termination clause of this order.

15.0 TERMINATION:
(a) DEFAULT:
Buyer may terminate for default this order in whole or in part by written notice of Seller's failure to perform the requirements of this order, for which Buyer may Recover all of its costs and damages at law or in equity, including without limitation, excess costs of reprocurement and consequential and incidental damages. For any default by Seller and/or its subcontractors or suppliers Seller shall be given a ten day written notice to cure any default or failure to make progress, except for failure to comply with scheduled deliveries for which no such ten day written notice need by given by Buyer. For Seller's breach of contract buyer may recover all damages and exercise all remedies provided by law or equity, whether or not this order is terminated for default. Seller shall transfer to Buyer at sole discretion of Buyer completed materials, work in progress, drawings, and tooling related to this order.
(b) CONVENIENCE:
Buyer may terminate this order in whole or in part for convenience pursuant to the provisions of the Federal Acquisition Regulation (FAR) 52.249-2 (available from the U.S. Government Printing Office, Washington D.C.), which is incorporated herein by reference except the words "Government" or "Contracting Officer" shall mean "Buyer" and "Contractor" shall mean "Seller" unless the context and FAR Part 49 confer rights upon the Government and/or Contracting Officer. Not withstanding FAR 52.249-2 any termination claim of Seller shall be submitted in writing to Buyer within ninety days after notice of termination and shall be consistent with FAR Parts 49 and 31 and is subject to audit by Buyer and/or its customer to the U.S. Government if related to a Government contract.

16.0 NON-DISCRIMINATION:
Seller agrees not to discriminate any employee or applicant for employment because of race, religion, color or national origin. This provision shall include, but not be limited to the following: Employment, upgrading, demotion, transfer, promotion, or transfer recruitment or recruitment advertising, layoff of termination; rates of pay or other forms compensation; and selection of training, including apprenticeship. Seller shall post in conspicuous places for employees and applicants for employment notices setting forth these provision.

17.0 LABOR LAWS AND OTHER REQUIREMENTS:
Seller warrants the materials ordered shall be produced in compliance with all applicable provisions of, and regulations issued under, the Fair Labor Standards Act of 1938, Walsh-Healey Act, Work Hours Act of 1962, Overtime Compensation, Copeland Act, Buy American Act, the Department of Defense Industrial Manual for Safeguarding Classified Security Information which now exist or may be amended, and other labor and industrial laws and regulations applicable to this order. Seller shall immediately notify Buyer of any actual or potential labor dispute that may delay timely performance. If this order is subject to priority rating or allotment under the Defense Material Priority System as indicated on the face of this order in relation to U.S. Government end use Seller shall comply therewith in performance hereunder.

18.0 AUDIT:
Seller agrees that its books, records and such of its plant engaged in performance of this order shall at all reasonable times to be subject to inspection and audit by Buyer and/or Government agency.

19.0 PAYMENT FOR TOOLING:
Any tooling deliverable hereunder by Seller to Buyer shall be usable and fit for production by Buyer or others of the parts to which such tooling relates, for which no payment shall be due for any tooling which is not in conformity therewith.

20.0 GOVERNMENT CONTRACTS:
The following substitutions and additional conditions shall apply if the front of this purchase order refers to a Government Contract. Substitution clauses are: Changes (7.103.2), Default (8-707), and Termination (8-706). Additional clauses where applicable are: Utilization of Small Business Concerns (1-707.3), Utilization of Concerns in Labor Surplus Areas (1-805.3), Buy American Act (6-104.5), Soviet-Controlled Areas (6-403), Renegotiating (7-103.13), Notice to the Government of Labor Disputes (7-104.4), Examination of Records (7-104.15), Patents, Data and Copyrights (9-103, 9-104, 9-106, 9-107, 9-203), Contracts Work Hours Standards Act Overtime Compensation (12-303), Walsh-Healey Contracts Act (12-605), Equal Opportunity (12-802). These clauses are contained in the Armed Service Procurement Regulation (ASPR) and as in effect on the date of this purchase order, are incorporated into this order by reference with the same force and effects as though set forth in full herein.

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