Terms and Condition
STANDARD TERMS AND CONDITION FOR PURCHASE ORDERS
I. OFFER, ACCEPTANCE AND NOTIFICATION
A. This Purchase Order together with these Standard Terms and Conditions for Purchase
Orders is an offer to Seller by Purchaser (Sig Sauer, Inc.) to enter into an Agreement
(hereinafter, collectively the Agreement). Seller shall accept this Purchase Order either in
writing, upon the commencement of any work, or by performance of any service or
shipment of Goods (as defined in a Purchase Order or elsewhere herein), any of which
shall constitute Seller’s acceptance of all of the terms and conditions contained herein.
B. ACCEPTANCE IS EXPRESSLY LIMITED TO THE TERMS OF THIS
PURCHASE ORDER. ANY ADDITIONS OR MODIFICATIONS PROPOSED BY
SELLER TO THE PURCHASE ORDER OR THESE STANDARD TERMS AND
CONDITIONS ARE EXPRESSLY REJECTED BY PURCHASER AND SHALL
NOT BECOME PART OF THE PURCHASE ORDER IN THE ABSENCE OF AN
AGREEMENT IN WRITING SIGNED BY AN AUTHORIZED
REPRESENTATIVE OF PURCHASER.
C. Purchaser reserves the right in its sole discretion to purchase certain services, goods and
materials (as defined elsewhere herein) which are subject to this Purchase Order from its
previous supplier(s) in order to phase out prior Purchase Order(s).
D. The relevant affirmative action requirements of Executive Order 11246, the
Rehabilitation Act of 1973, the Vietnam Era Veterans Readjustment Act of 1974, and the
Veteran’s Employment Opportunity Act of 1998 (VEOA) and the implementing rules
and regulations are incorporated by reference.
Seller shall provide all of the goods, materials, parts, labor and/or services (hereinafter
collectively “goods and materials”) identified in the Purchase Order. Delivery shall be made
in the quantities and at the times specified in Purchaser’s release(s), and Seller shall adhere to
all shipping directions specified in Purchaser’s release(s). Purchaser shall have the right to
reject any goods and materials delivered to Purchaser, which are in excess of the quantities
specified in Purchaser’s release(s). Purchaser may change the rate or time of scheduled
shipments or direct temporary suspension of scheduled shipments, neither of which shall
entitle Seller to a modification of the price of the goods and materials covered by this
III. ESTIMATED QUANTITIES (IF APPLICABLE)
Both Seller and Purchaser stipulate and agree that at the time of the issuance of this Purchase
Order, Purchaser does not know nor can it realistically know, the exact quantities of the
goods and materials which Seller shall be required to provide; however, Seller warrants and
represents that it has received from Purchaser, a good faith estimate of the quantity of the
goods and materials (hereinafter “Purchaser’s estimate” or “estimate”) that may be required
pursuant to this Purchase Order.
(a) If the quantities of the goods and materials actually ordered exceed Purchaser’s
estimate by 30% or less (as to each individual part identified in the estimate), then such
overage shall be deemed reasonable and Seller shall supply the overage of the goods and
materials as to each part at the same price as provided in this Purchase Order and Seller shall
not be entitled to any price increase.
(b) If the quantities of the good and materials actually ordered exceed Purchaser’s
estimate by more than 30% per part (each part being identified in the estimate), then Seller
shall have a right of first refusal to supply the goods and materials for said part(s) that exceed
the estimates by more than 30%, at the same price as contained in the Purchase Order. If
Seller declines, for any reason, to supply the goods and materials that exceed the estimates by
more than 30% as referenced herein, Purchaser shall then be free to obtain or purchase said
goods and materials from a third-party without any further obligation or liability to Seller.
(c) If the quantities of the goods and materials actually ordered by Purchaser are less
than those contained in Purchaser’s estimate (as to each part identified in Purchaser’s
estimate), Purchaser shall have no liability to Seller and said “under-ordering” shall be
deemed to be made in good faith.
IV. PREMIUM SHIPMENTS
Premium shipping expenses and/or other related expenses necessary to meet the release(s)
shall be Seller’s sole responsibility.
V. RISK OF LOSS
Notwithstanding any Purchase Order term concerning payment of freight expenses, delivery
shall not have occurred and the risk of loss shall not have shifted to Purchaser until the goods
and materials are delivered to Purchaser’s applicable facility and have been accepted at that facility.
VI. PACKAGING AND SHIPPING
A. Packaging must conform to all federal, state and local regulations with regard to the
storage and/or transportation of the goods and materials.
B. Packaging design and construction must provide adequate protection for the goods and
materials and Seller shall deliver defect free goods and materials to the Purchaser.
Purchaser will assume no responsibility for the Seller’s packaging design or performance.
C. Seller agrees:
To properly pack, mark and ship the goods and materials in accordance with the
requirements of Purchaser.
To make no charges for handling, packaging, storage, transportation (including
duties, taxes, fees, etc.) or delays unless otherwise provided for in this Purchase
To provide with each shipment the appropriate documents (including, but not
limited to, the bill of lading) showing the order number, amendment or release
number, Purchaser’s part number, Seller’s part number where applicable,
quantities of pieces in shipment, Seller’s name and vendor number, if any.
VII. CHANGES AND/OR MODIFICATIONS
Purchaser reserves the right, at any time, to direct changes or cause Seller to make changes to
drawings, requirements and/or specifications of the goods and materials or otherwise change
the scope of the work covered by this Purchase Order, including work with respect to such
matters as inspection, testing or quality control, and Seller agrees to promptly make such
changes. Any difference in price or time for performance resulting from such changes shall
be equitably adjusted by Purchaser after receipt of documentation in such form and detail as
Purchaser may direct. Seller shall have ten (10) days from the first date it was notified of the
required changes to provide Purchaser with notice if the change will cause a price or time of
delivery increase and/or decrease. If Purchaser does not receive notice of a requested change
in price or time of delivery from Seller within the aforementioned ten (10) days, all changes
and/or modifications will be made without any adjustment to either the price or the delivery
VIII. CANCELLATION AND TERMINATION
A. Cancellation: Purchaser reserves the right to cancel some or all of the goods and materials
covered by this Purchase Order without liability to Purchaser if Seller (i) does not make
deliveries as specified in this Purchase Order and related release(s); (ii) delivers
nonconforming or defective goods and materials; (iii) fails to make progress so as to
endanger the performance of Purchaser’s work; (iv) does not correct any failure to
perform within ten (10) days after receipt of written notice from Purchaser specifying
such failure; (v) if Seller breaches any of the terms and conditions contained herein or in
Purchaser’s release(s); or (vi) if Purchaser’s customer(s) cancels or modifies some or all
of its parts and/or purchase order(s) with Purchaser
B. Termination: In addition to any other rights of Purchaser to terminate this Purchase
Order, Purchaser may, at its option, immediately terminate all or any part of this Purchase
Order at any time and for any reason by giving written notice to Seller.
C. Upon termination under this Paragraph, Purchaser shall pay to Seller the following
amounts without duplication:
The Purchase Order price for all completed goods and materials delivered to
Purchaser which conform to the requirements of this Purchase Order and not
previously paid for; and
Seller’s reasonable actual cost for the goods and materials that are in the “firm”
or “fabrication” stage as identified in Purchaser’s release(s).
D. Purchaser shall not be liable for and shall not be required to make payments to Seller
directly or on account of claims by Seller’s subcontractors or suppliers for any alleged
losses or costs whether denominated as loss of anticipated profit, unabsorbed overhead,
interest on claims, product or materials development or engineering costs, facilities and
equipment rearrangement costs or rental, unamortized appreciation costs, general and
administrative burden charges resulting from any changes or termination of this Purchase
E. Within twenty (20) days after the effective date of termination under this section, Seller
shall furnish to Purchaser its termination claim together with all supporting data, which
shall consist exclusively of the items of Purchaser’s obligation to Seller that are listed in
subsection C above. Purchaser may audit Seller’s records before or after payment to
verify the amounts requested in Seller’s termination claim.
F. Purchaser may immediately terminate this Purchase Order without any liability to Seller
in the event of the occurrence of any of the following or any other similar or comparable
- Insolvency of Seller;
- Filing of a voluntary petition in bankruptcy by Seller;
- Filing of an involuntary petition in bankruptcy against Seller;
- Appointment of a receiver or trustee for Seller; or
- Execution of an assignment for the benefit of creditors of Seller, provided that
such petition, appointment or assignment if made or filed involuntarily against
Seller is not vacated or nullified within fifteen (15) days of such event.zzzzzzz
Purchaser shall have the right to enter Seller’s facilities at reasonable times to inspect the
facilities and/or the goods and materials covered by this Purchase Order. Purchaser’s
inspection of the goods and materials prior to delivery at Seller’s facility shall not constitute
acceptance of any of the goods and materials.
X. NONCONFORMING SERVICES, GOODS, AND MATERIALS
Purchaser, at its option, may reject and return at Seller’s risk and expense, or retain and
correct, any goods and materials (including goods and materials originally supplied to Seller
and upon which services have been performed) that fail to conform to the requirements of
Order and related release(s), even if the nonconformity does not become apparent to
Purchaser until the manufacturing or processing stage of its operation. To the extent
Purchaser rejects the goods and materials as nonconforming, the estimated quantities shall
not be reduced by the quantity of nonconforming goods and materials unless Purchaser
otherwise notifies Seller in writing. Seller shall immediately replace the nonconforming
goods and materials with conforming goods and materials unless otherwise notified in writing
by Purchaser. Nonconforming goods and materials will be held by Purchaser for disposition
in accordance with Seller’s written instructions at Seller’s risk. Seller’s failure to provide
written instructions within ten (10) days (or such shorter period as may be
commercially reasonable under the circumstances) after notice of nonconformity, shall entitle
Purchaser, at Purchaser’s option, to charge Seller for storage and handling or to dispose of the
goods and materials without liability to Purchaser. In the event that Seller instructs Purchaser,
or Purchaser at its option decides, to return the non-conforming goods to Seller, Seller shall
ensure that all such returned goods which are either (i) delivered to Purchaser’s specification
or (ii) which bear Purchaser’s trademarks or other identifying marks, are not disposed of in
any way without first being destroyed in a manner that would not allow such goods to be
used for their intended purpose and such that any Purchaser trademarks or other identifying
marks are obliterated.
In the event of any rejection and return, or retention and correction, of nonconforming goods,
Seller shall reimburse Purchaser for:
(a) All amounts paid by Purchaser on account of and for the purchase price of any
returned, nonconforming goods and materials within ten (10) days after a debit
memo for the amounts paid has been issued by Purchaser;
(b) All costs of any goods or materials supplied to Seller upon which services were
performed by Seller, and which are delivered by Seller in a nonconforming
condition following Seller’s performance of the services, within ten (10) days
after a debit memo for the amounts paid has been issued by Purchaser;
(c) All costs incurred by Purchaser in connection with the nonconforming goods and
materials including, but not limited to, inspection, sorting, testing, evaluation,
storage, rework or disposal, within ten (10) days after a debit memo for the cost
has been issued by Purchaser;
(d) All costs of obtaining “cover” goods and materials to replace the rejected or
nonconforming goods and materials provided by Seller; also, the cost of
obtaining “cover goods if Seller fails to supply the goods and materials pursuant
to Purchaser’s release(s). Cover as used herein is defined under the Uniform
Commercial Code as adopted by the State of New Hampshire in RSA 382-
A:2712 et seq., as amended. Payment for the “cover” goods and materials shall
be made by Seller within ten (10) days after a debit memo for said cost has been
issued by Purchaser.
Seller expressly warrants that all goods and materials covered by this Purchase Order will
conform to the specifications, drawings, samples, or descriptions furnished by Purchaser. In
addition, Seller acknowledges that it knows of Purchaser’s intended use of the goods and
materials and expressly warrants that all goods and materials covered by this Purchase Order
based upon Purchaser’s intended use will be fit and sufficient for the particular purpose
intended by Purchaser.
XII. GOVERNMENT REGULATIONS
In performance of work under this Purchase Order, Seller agrees to:
(a) Comply with all applicable federal, state or local laws, rules, regulations or
(b) Satisfy all government safety and environmental regulations with regards to toxic
and hazardous materials.
(c) Seller is advised that material and data associated with this purchase order may be
subject to the International Traffic in Arms Regulation (ITAR). Seller agrees to
obtain appropriate licensing for any and all ITAR covered products and data
transferred to foreign persons.
In addition to any right of setoff or recoupment provided by law, all amounts due Seller shall
be considered net of indebtedness or obligations of Seller to Purchaser, and Purchaser may
setoff against or recoup from any amount due or which may become due from Seller to
XIV. PURCHASER’S PROPERTY:
A. Title to any and all property furnished by Purchaser at no extra charge to Seller in
connection with this Purchase Order shall at all times vest in Purchaser, and Seller
assumes all liability for loss of or Seller’s failure to return such property to Purchaser
B. Purchaser holds title to all tools, models, forms, patterns, dies, jigs and fixtures and test
equipment (“tools and test equipment”) unique to Purchaser’s products, and any other
tools and test equipment identified in a purchase order. When temporary possession of
these items are given to Seller, it shall use these items only for production of Purchaser’s
parts and shall keep these items in good working condition and shall insure them for the
benefit of Purchaser at Seller’s expense and shall return them on Purchaser’s demand.
C. Seller shall, at Purchaser’s request, provide an inventory listing of all Purchaser’s
property, tools and test equipment, which is subject to audit by Purchaser.