terms & conditions
1. GENERAL
1.1 As used in this Purchase Order "THE PHOENIX GROUP " means Phoenix Assemblies, LLC, Phoenix Assemblies NC, LLC. Phoenix Assemblies SC, LLC, The Phoenix Group, Inc., or IBC/Phoenix or a duly authorized representative: "Supplier" means the supplier or seller identified on the face of this Purchase Order and its agents and representatives; "requirements" of the Purchase Order means all applicable blueprints, specifications, the following Purchase Order Terms and Conditions, and the Provisions, and the provisions on the face of the Purchase Order and any attachments to it; "supplies" designates raw materials, components, intermediate assemblies, equipment and other supplies including indirect materials, technical data, drawings, or services to be furnished by Supplier to THE PHOENIX GROUP for this Purchase Order.
1.2 The contract resulting from the acceptance of this order is to be construed according to the laws of the State of Indiana. This Purchase Order is not assignable by Supplier in whole or in part.
2.CONTROLLING TERMS
Acceptance of any preceding offer or quotation of Supplier is expressly made conditional on Supplier's assent to requirements hereof. Supplier assents to these requirements by acknowledging or confirming this order, or commencing work on or shipping supplies covered by this Purchase Order.
3. PRICES AND INVOICING
3.1 Prices shown on the face of this Purchase Order may not be increased without written authorization by THE PHOENIX GROUP Purchasing Department.
3.2 Unless authorized by THE PHOENIX GROUP, Supplier agrees to issue one invoice per shipment, with only items on the approved purchase order consistent with accurate pricing, quantity, and timing.
3.3 Payment terms are Net 30 days.
4. DELIVERY
4.1 Deliveries are to be made in quantities and at times specified on the face hereof or, if not so specified, then as set forth on delivery schedules furnished by THE PHOENIX GROUP.
4.2 Supplier shall, upon THE PHOENIX GROUP request, suspend shipment and deliveries of supplies and all work and operations to be furnished hereunder for such reasonable period as THE PHOENIX GROUP may request.
5. QUALITY OF SUPPLIES
5.1 Supplier warrants that all supplies will conform to the requirements of and/or samples furnished in connection with this Purchase Order, and will be fit and sufficient for the purpose intended, merchantable, of good material and workmanship, and free from defect. Supplier's warranties shall survive THE PHOENIX GROUP acceptance of, inspection of, and payment for the supplies.
5.2 If Supplier cannot satisfy the referenced blueprints and specifications in any particular, in accordance with the delivery schedule of this Purchase Order, THE PHOENIX GROUP must be immediately notified prior to any acknowledgement of this Purchase Order by Supplier.
6. DISPOSITION OF REJECTED MATERIAL
With respect to any supplies not in conformity with the requirements of this Purchase Order, THE PHOENIX GROUP shall have the right, at its option, to reject such supplies and require Supplier to remedy such lack of conformity immediately after notification. If such notification is not in writing, it shall be confirmed in writing.
7. PACKING, SHIPPING, AND STORAGE
Supplier shall, at his expense, package and preserve the supplies in such a manner that they will arrive at the designated delivery point free from damage and in such a condition as to permit reasonable handling and six months' storage under normal environmental conditions without detrimental effects on the supplies.
8. CANCELLATION
8.1 THE PHOENIX GROUP. may cancel this Purchase Order or any part thereof at any time upon written notice to Supplier without liability except for payment to Supplier of the cost of work in process and material commitments made within the time specified on the face hereof or, if no times is specified, then within two weeks of the date of cancellation.
8.2 Notwithstanding the foregoing, THE PHOENIX GROUP. may cancel this Purchase Order without liability or cancellation charges in the event of any causes beyond its control, such as, but not limited to, fires, strikes, floods, or any acts or demands of any government authority.
9. CHANGES
THE PHOENIX GROUP. may at any time, by written instructions or verbal instructions confirmed in writing to Seller, make changes in the work to be performed or the items to be furnished hereunder in any one or more of the following: (i) drawings, designs or specifications: (ii) method of shipment or packing: (iii) time and/or place of delivery; and (iv) the quantity of items ordered.
10. PATENTS
Supplier warrants that the supplies specified herein (and their sale or use, alone or as a significant element of a combination) will not infringe any United States or foreign patents; and agrees to indemnify and hold harmless THE PHOENIX GROUP. and anyone selling or using any of THE PHOENIX GROUP. products against all judgments, decrees, costs, and expenses resulting from any alleged infringement, and agrees that Supplier shall, upon request of THE PHOENIX GROUP. and at Supplier's own expense, defend or assist in the defense of any action which may be brought against THE PHOENIX GROUP or those selling or using any of THE PHOENIX GROUP products by reason of any such alleged infringement.
11. DESIGN and INFORMATION
It is understood that any article made according to a design specified by THE PHOENIX GROUP. (not previously a standard commercial design of Supplier) will not be furnished by Supplier to any other person, firm, or corporation. It is recognized that Supplier will have access to certain confidential information of THE PHOENIX GROUP. , and, therefore, Supplier agrees not to divulge to anyone the confidential information of THE PHOENIX GROUP. , nor use for its own benefit, any such information including drawings or other documentary information of a confidential nature.
12. REMEDIES
The remedies shall be cumulative and in addition to any other or further remedies provided in law or equity. No waiver of breach of any provision of this Purchase Order shall constitute a waiver of any other breach, or of such provision on the future occasion.
13. INDEMNITY: INSURANCE
Supplier agrees to indemnify and protect THE PHOENIX GROUP. against all liabilities, claims, or demands for injuries or damages to any person or property growing out of the supplies or performance of this Purchase Order by Supplier, its servants, employees, agents, or representatives. Supplier further agrees to furnish to THE PHOENIX GROUP insurance carriers certificates showing that Supplier has adequate Public Liability and Property Damage insurance coverage. Said certificates must set forth the amount of coverage, number of policy, and date of expiration. Supplier also agrees to furnish THE PHOENIX GROUP certificates from appropriate governmental agencies and insurance companies, upon request by THE PHOENIX GROUP, showing that Supplier has adequate Workman's Compensation coverage.
14. ADVERTISING OR USE OF NAME "THE PHOENIX GROUP"
Supplier shall not use or permit the use of THE PHOENIX GROUP, as defined in Section 1, or any similar word or trademark of THE PHOENIX GROUP in description of or in the marketing of products produced by Supplier or in any manner advertise or publish the fact that Supplier has contracted to furnish supplies pursuant to this Purchase Order or any Purchase Order with THE PHOENIX GROUP.
15. SUPPLIER'S INSOLVENCY
If Supplier ceases to conduct operations in the normal course of business or becomes unable to meet its obligations as they mature, if any bankruptcy or insolvency proceeding is brought by or against Supplier, if a receiver is appointed or applied for, if Supplier makes an assignment for the benefit of creditors, or if THE PHOENIX GROUP reasonably believes Supplier may be unable to complete this Purchase Order. THE PHOENIX GROUP may demand adequate written assurance of performance or, at its option, terminate this Purchase Order, in whole or in part, without liability except for supplies previously delivered to and accepted by THE PHOENIX GROUP.
16. COMPLIANCE WITH LAWS
The Supplier agrees to comply with all applicable governmental laws, regulations and rules applicable to supplies furnished under this Purchase Order. In this connection, the Supplier further agrees to indemnify, defend, and hold THE PHOENIX GROUP harmless from and against any liability from a breach of the same and agrees to defend at its expense any action brought against THE PHOENIX GROUP.
17. U.S. EMPLOYMENT REQUIREMENTS
To the extent applicable, the equal employment opportunity and affirmative action requirements set forth in 41 C.F.R. Part 60-1.4(a) (women and minorities), 41 C.F.R. Part 60-250.5(a) and Part 60-300.5(a) (covered veterans) and 41 C.F.R. Part 60-741.5(a) (individuals with disabilities) and the employee notice requirements set forth in 29 CFR Part 471, Appendix A to Subpart A are hereby incorporated by reference into this contract.
