Terms and Conditions Governing Purchase Orders

  1. The Buyer hereinafter referred to is Wells Manufacturing, L.P. and the Seller is the other party who has affixed its signature to this document.
  2. This order is not binding until accepted by Buyer. The acceptance of this order will occur when an acknowledged copy of said order is executed by the Seller and has been returned and received by the Buyer. Seller shall not make any changes in the terms, conditions, prices and delivery dates of this order without first obtaining Buyer’s written consent. Buyer shall have the right to schedule the dates of delivery for the parts and materials that are subject to this order. Buyer shall also have the right to make reasonable changes relating to the number of parts and materials subject to this order depending upon the manufacturing requirements of Buyer.

    In the event that Seller fails to give a written acknowledgement of this order as so provided above, any delivery made pursuant to this order shall constitute an acceptance of all the provisions of this order.
  3. By accepting this purchase order, Seller agrees that the prices, terms and conditions of this order are at least as favorable to Buyer as are those prices, terms and conditions given by Seller to other purchasers of the same quality and quantity of Seller’s product. If Buyer is able to purchase goods of comparable quality from another seller at a lower delivered cost than as specified in this purchase order, the Buyer may give to Seller written notice of same and unless within fifteen days from the date of said notice. Seller does not reduce its prices to an amount equal to the price offered by the other seller, Buyer may purchase said goods from other seller. All goods so purchased shall be deducted from the remaining balance of goods to be purchased by Buyer from Seller. All other terms and conditions of this purchase order shall remain in full force and effect.
  4. The Seller will not be responsible for delays or defaults in deliveries, nor the Buyer, for failure to receive or accept shipments if occasioned by wars, fires, insurrections, transportation difficulties or Act of God.
  5. The title to all dies, tools and patterns supplied by Buyer or amortized by the Seller under agreement with the Buyer shall remain vested in the Buyer. All of said dies, tools and patterns shall be returned to Buyer or to Buyer’s designee upon demand of Buyer.
  6. Seller agrees to use all dies, tools, patterns, or material to manufacture exclusively for Buyer and not to deliver any material or parts substantially complying the Buyer’s specifications to any other person, firm or corporation and Seller agrees to pay the Buyer liquidated damages for nonperformance of the terms of this contract for each person, firm or corporation to whom the same is sold or delivered. Selling or delivering such material or parts as set forth in this paragraph shall be considered a violation of terms and conditions of this contract and Buyer may forthwith, without notice, take possession of all property title to which has been retained by the Buyer.
  7. The Buyer shall have the right by written order to make changes from time to time in the work to be performed by Seller hereunder. If such changes cause an increase or decrease in the amount due under this order or in the time required for Seller to perform hereunder because of said changes, this order by agreement shall be modified in writing accordingly.
  8. Buyer may change shipping schedules or defer shipment of this order or any part thereof if for any reason its production is changed, delayed or curtailed, or any contingencies interfere with the receipt, handling or stocking of the items ordered herein. Failure to deliver goods of the quality and quantity and within the time or times specified by this contract shall, at the option of the Buyer, relieve it of any obligation to accept and pay for such goods as well as any undelivered shipments if there be any, and charge the Seller with any increased cost or other loss incurred thereon, unless deferred shipment be agreed to by the Buyer in writing. Any failure by the Buyer to exercise its option with respect to any shipment of goods shall not be deemed to constitute a waiver with respect to subsequent shipments.
  9. Buyer shall have the right to inspect all material and parts and the same shall be manufactured as specified and shall be of a standard quality as understood and accepted by the trade. Inspection of each shipment may be made by Buyer. Prior payment or acceptance of shipments shall not be considered as waiving such right of inspection. The Buyer may reject and return at the risk and expense of Seller all rejected material or parts and shall be given full credit for same.
  10. The Buyer shall be given full credit for all material and parts rejected because of defect or the failure to meet specifications without invalidating the remainder of the order. Rejected material and parts may be held for Seller’s inspection without cost or liability to Buyer and shall be removed at the expense of the Seller within five days after written notification. Buyer shall not be required to pay for any material or parts rejected after inspection. Buyer shall establish and implement the inspection or other activities necessary for ensuring that purchased product meets specified purchase requirements. Where the Buyer or its customer intends to perform verification at the supplier’s premises, Buyer shall state the intended verification arrangements and method of product release in the purchasing information.
  11. The Seller expressly warrants that all the material and work covered by this order will conform to the specifications, drawings, samples or other description furnished or adopted by the Buyer and will be fit and sufficient for the purpose intended, merchantable, of good materials and workmanship and free from defect.
  12. The Buyer will conduct an inspection as to the quality of the goods received from Seller. Said inspection will be at Buyer’s expense if after conducting such an inspection, the percentage of defective material or parts warrants (in the judgment of the Buyer) a 100% inspection, the Buyer reserves the right to either reject the material in total or to conduct a 100% inspection. Buyer and Seller shall agree to the reasonable amount to be charged to Seller for said inspection. Any discount date or due date will be calculated from the completed inspection date.
  13. In the event Seller becomes insolvent or commits an act of bankruptcy or manufacturing is retarded by reason of a strike or an assignment is made by Seller for the benefit of creditors or if Seller fails to comply with the terms of this order or schedule, this contract may be canceled by Buyer and Buyer may without notice take possession of all dies, tools, patterns and all processed or unprocessed material and parts.
  14. Seller warrants that the articles described herein and the sale or use of them with not infringe any United States patent, trademark and copyright: the Seller covenants he will at Seller’s own expense defend any suite which will be brought against Buyer, their successors and assigns or those using or selling Buyer’s products for any alleged infringement of any patent trademark, and copyright by reason of the sale or use of any such article or material. Seller agrees that he will pay all judgments or costs recovered in any suits and will also reimburse Buyer for all expenses and losses incurred by Buyer as a result of said suit or legal action.

    A manufacturer making a part to meet Wells print and/or specs will not be held liable for patent infringement on the design, but will be held liable for patent infringements on any process involved with the manufacture of the part.
  15. Buyer reserves the right to cancel this order or any portion of same if delivery is not made when and as specified, time being of the essence of this order and charge Seller for any loss entailed.
  16. In the event of cancellation, Wells Manufacturing, L.P. will be responsible for only the labor and material expended thereon during the normal lead time required to meet the stated delivery date or dates.
  17. No material shall be acquired by the Seller in excess of that which may be necessary to meet Buyer’s release delivery schedule. If Seller acquires any such excess material and thereafter this contract is canceled or terminated, such material shall be the property of Seller, and Buyer shall in no way be liable therefore.

    Title to all materials supplied by Buyer to Seller shall remain vested in Buyer. The Seller agrees to pay for all materials furnished by Buyer that may be spoiled or that is not otherwise satisfactory accounted for or delivered to the Buyer.
  18. The Seller will be required to invoice the Buyer immediately upon shipment and if the invoices are not in the hands of the Buyer on or before the 4th day of the month succeeding shipment, said invoices will be considered as invoices of the succeeding month for accounting and discount purposes.
  19. Seller warrants that it is currently in compliance with and will continue to comply with any and all applicable federal, state, and local laws and regulations which could impose liability upon Buyer as a result of any non-compliance on Seller’s part. Seller further warrants that all goods and services covered by this order have been produced or furnished in compliance with the requirements of the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201-219, Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, 29 U.S.C. § 793, Section 2012 of the Vietnam Era Veterans Readjustment Act of 1974, 38 U.S.C. § 2011, 2012 and Executive Order 11625 together with the rules, regulations and relevant orders promulgated thereunder, to the extent such laws, rules or regulations are applicable to this order.
  20. This purchase order constitutes the sole agreement between the parties and supersedes any and all agreements or understandings, bids or offers written or otherwise respecting the same.

Rev. 7/14/2009

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