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PURCHASE ORDER – GENERAL TERMS & CONDITIONS
1. AUTHORIZED PERSONNEL:
The Purchasing Manager or duly delegated representative, or any officer of Electric Vehicle Technologies, Inc. (herein referred to as EVT), shall be the only individuals authorized to redirect or amend in any way the terms of this Purchase Order (the "Order") on EVT's behalf.
2. PAYMENTS:
Seller shall furnish all of the terms specified in this Order at the agreed billing price set opposite each item, delivered at the designated point, within the time specified in this Order, subject to Paragraph 3 below. Payment will be made for each item in accordance with any discount terms set forth in this Order, or within 30 days or receipt of the invoice or goods, whichever occurs later, subject to withholding authorized by other provisions of this Order.
3. CHANGES:
EVT reserves the right by written notice ("change order") issued
hereunder to make changes in the drawings, designs, specifications,
samples, method of shipment or packaging, or place of delivery.
Upon receipt of any change order, Seller shall proceed diligently
in the performance of this Order as changed. If any change order
causes an increase or decrease in cost of or the time required
for performance of this Order, an equitable adjustment shall
be made in the contract price or delivery schedule, or both,
by mutual agreement of EVT and Seller.
4. TERMINATIONS:
EVT reserves the right to effect termination of this Order either in whole or part whether for the convenience of EVT or on account of default of the Seller. In the event of termination, for the convenience of EVT, any claim of Seller shall be settled on the basis or reasonable costs it has incurred in the performance of this Order.
5. PACKAGING & PACKING:
Except as otherwise specified in this Order, or referenced documents, normal commercial packaging and packing shall be utilized to assure receipt of acceptable merchandise. No packing or carting charges are authorized without written approval of EVT. Seller shall mark all packages and correspondences with the Order and part number.
6. ORDER ACCEPTANCE:
Acceptance of this order by Seller's signature and return to EVT of the "acknowledgement" copy hereof or by any means of acknowledgement or any shipment of goods ordered or performance or services called for hereunder, shall constitute acceptance by Seller of the terms and conditions contained in this Order or in documents attached to this Order or incorporated by reference. If price or delivery terms are not stated, EVT will be bound as to price and delivery only upon its written approval. Any terms or conditions proposed by Seller inconsistent shall be void and of no effect until specifically agreed to by EVT in writing. This Order (including the delivery schedule set forth herein) and all documents set forth therein and all subsidiary documents incorporated by reference, together with such modification and with such data relating to price and delivery as are accepted in writing by EVT shall constitute the entire agreement between the parties as to the subject matter hereof.
7. DELIVERY:
Seller shall only ship articles conforming strictly to the quality
and other requirements or this Order. Non-conforming goods shall
not be acceptable. Seller shall deliver strictly according to
schedule specified or referred to in this Order, time being
of the essence. (Note that delivery date is date on EVT dock).
Articles shipped more than one month in advance of the delivery
schedule may be returned to Seller at Seller's expense. Seller
shall ship exact quantity unless a quantity variance is indicated.
Upon failure of Seller to deliver as agreed, EVT may cancel
this order in whole or in part and be relieved of all liability
for any item after delivery date or otherwise, shall not constitute
the waiver of such right as to future deliveries, unless otherwise
agreed in writing. Seller will promptly notify EVT in writing
of delays and the cause in case of delinquent deliveries. Seller
will pay freight charges for all late deliveries. Late deliveries
will be paid within 30 days plus the number of days that the
item is late.
8. INSPECTION AND ACCEPTANCE:
All articles shipped and work performed are subject to final
EVT inspection and acceptance at EVT's manufacturing facility.
Unless otherwise provided in this Order, title will not pass
from the Seller to EVT until final acceptance by EVT. Seller
warrants that all articles, including components and raw materials
therein, will conform with all pertinent specifications including
performance specifications, drawings, and approved samples,
if furnished, and will be free from defects in labor, material
and fabrication, including latent defects. Work or articles
(whenever delivered) not conforming to the above requirements,
may at EVT's option, be rejected and returned to Seller for
repair or replacement. When correction, repair, or replacement
of defective goods is required by EVT, Seller shall proceed
with reasonable promptness to perform such correction or replacement
at Seller's expense, including transportation in both directions.
Seller's warranty shall survive acceptance and payment by EVT.
EVT and its customers are granted right of entry to Seller's
plant in order to perform tests and/or inspections at any time
before, during or after manufacture. Sample approval, inspection,
failure to inspect or acceptance of goods and payment shall
not waive any of EVT's rights.
9. ASSIGNMENT:
Seller shall not assign or sublet the work to be done hereunder without EVT's written consent, but this provision shall not restrict Seller in the procurement of components, parts, or materials. If Seller is not a manufacturer, Seller agrees to require compliance with all the provisions of this Order by its manufacturer the same as though such manufacturer was the Seller hereunder and if this order is terminated for EVT's convenience under Paragraph 4, EVT's liability to Seller shall in no event exceed the amount for which Seller would be liable to its manufacturer if such liability was determined on the basis of the pertinent provisions of Paragraph 4. All claims for money due from EVT shall be subject to deduction for any set-off, recoupment or counterclaim for any present or future claim which EVT may have against Seller, whether such arose before or after any assignment by Seller of any claims for money due hereunder.
10. EVT's PROPERTY:
Unless otherwise agreed in writing, all designs, patterns, tools, dies, gages, jigs, fixtures, drawings, test equipment or materials furnished by EVT in connection with this Order or specifically paid for by EVT, and any replacement thereof, shall be and remain EVT's property, shall be returned to EVT upon request without substitution, and shall not be used in the manufacture for persons or firms other than EVT. Tools, dies, gages, jigs, fixtures, and test equipment required specifically for performance of this Order and the cost of which has been included in computing the price specified herein for which EVT is to pay Seller as a separate item, shall upon such payment become the property of EVT and shall be similarly held for delivery to EVT and not used in manufacturing for others. All such EVT property shall be segregated from Seller's property and adequately identified as EVT's property. While in Seller's custody or control, such property of EVT's shall be at Seller's risk and be kept insured at Seller's expense in an amount equal to the replacement cost with loss payable to EVT. Such property shall be returned to EVT upon demand in the same condition as originally received reasonable wear and tear excepted. EVT shall have no obligation to furnish or pay for tools, dies, jigs, or equipment of any kind required for Seller's performance of this Order, unless provided in this Order.
Seller shall keep confidential all specifications, drawings,
or other data or information furnished by EVT or prepared by
Seller specifically in connection with the performance of this
Order, together with all copies and shall not make or permit
copies to be made except with EVT's written consent and except
as required for Seller's adequate performance of this Order.
At the request of EVT, Seller shall promptly deliver to EVT
all drawings, specifications, and other data or papers furnished
by EVT or prepared by Seller in connection herewith, together
with all copies or reprints then in Seller's possession or control.
Patent rights are reserved by EVT in any improvements embodied
in designs, tools, patterns, drawings, information or equipment
supplied by EVT under this Order.
11. COMPLIANCE WITH LAWS:
Seller, in the performance of this Order, shall comply with
the provisions of the Fair Labor Standards Act or 1938, as amended,
and all other applicable Federal, State, and local laws, regulations,
rules and ordinances and shall, upon request from time to time,
furnish EVT with a certificate of such effect in such form as
EVT may require. The Seller represents by acceptance of this
purchase order that he/she will comply with the provisions of
Section 202 of Executive Order #11246 and the rules and regulations
issued pursuant to Section 201 and the provisions of Section
503/Handicapped and 402/Veterans regulations, hereby incorporated
by reference, and amendments thereto.
12. PRICE:
Articles shipped may not be invoiced at higher prices than shown on the Order. Seller warrants and represents that the price or prices specified in this Order do not exceed Seller's currently established prices for the same or substantially similar items whether sold to the United States Government or to any other customer for similar material or services in like quantities.
13. INFORMATION DISCLOSED BY SELLER:
Unless otherwise agreed to in writing by EVT, any knowledge
or information which the Seller shall have disclosed or may
hereafter disclose to EVT incident to the placing and filing
of this Order shall not be deemed to be confidential or proprietary
information and shall be acquired free from any restriction
(other than restrictions which may result from a claim of patent
infringement). No employee of EVT has authority to make any
agreement, expressed or implied, limiting the use of publication
of or providing for confidential treatment of information received
by him unless agreement is made in writing by an officer of
EVT or a designee of an officer of EVT.
14. GOVERNING LAW:
This Order shall be governed in all respects by the laws of Illinois. Any provisions hereof found to be invalid under Illinois law shall be invalid only with respect to the offending provisions.
15. REMEDIES - WAIVER:
The remedies herein reserved by EVT shall be cumulative and in addition to any other legal remedies. No waiver of a breach of any provision of this Order shall constitute a waiver of continuing or future breach of such provision or of any other provision hereof.
16. COMMERCIAL WARRANTY:
Seller agrees that the supplies or services furnished under this Order shall be covered by the most favorable commercial warranties which Seller gives to any customer for such supplies or services and that the rights or remedies provided herein are in addition to and do not limit any rights afforded to EVT by any other clause of this Order or under applicable law.
17. PATENTS:
Seller shall hold and save EVT and its affiliated corporations, distributors, and their customers, harmless from loss and/or liability of any nature or kind arising out of, or existing because of, the infringement or alleged infringement of any patent (domestic or foreign) for or on account of the manufacture, sale or use of any items furnished under this Order. EVT shall notify Seller in writing of any suit filed against it or its affiliate corporations, distributors, or their customers, on account of any such infringement or alleged infringement, and at Seller's request EVT shall give Seller information and assistance for the defense of such suit, all at Seller's expense. EVT and any other party against whom suit is brought may be represented by their own counsel in any such suit, with the fees and expenses of such counsel to be paid by Seller. Alternatively, at EVT's election, Seller shall defend EVT, its affiliate corporations, distributors and their customers in such suit using counsel retained by Seller and at Seller's expense.
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