A leading supplier of tooling and stamped metal components

Terms and Conditions

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Burlington, ON
Oakville, ON
Dickson, TN
  • MetriCan Stamping Co. Inc. Standard Terms and Conditions

    IMPORTANT CONDITIONS WHICH CONSTITUE A PART OF THIS ORDER PLEASE READ CAREFULLY

    1. ACCEPTANCE
      Acceptance of this order by the Supplier shall be subject to the terms and conditions as set out on the front and the back of this Purchase Order and delivery of any merchandise or goods (the “Goods”) by the supplier to the Buyer shall be conclusive evidence of acceptance by the Seller of all the terms and conditions of this Purchase Order notwithstanding anything to the contrary contained in the Seller’s invoice or delivery documents. The Seller acknowledges that it is the practice of the Buyer to make telephone orders followed by a written Purchase Order and the Seller shall be deemed to have accepted the Purchase.
    2. WARRANTIES AND INDEMITY
      Seller expressly warrants that all Goods, material and workmanship will conform with applicable drawings, specifications, samples or other descriptions given by the Buyer and will be free from defects. Any of the Goods found at any time to be damaged for any reason whatsoever or to be defective in material or workmanship may be returned at the Sellers expense and the Buyer shall be entitled to return such Goods to the Seller at any time for credit or replacement at the price charged. The Buyer reserves the right to inspect the Sellers equipment and facilities at any time during business hours and any work being performed at any given stage. The Seller shall indemnify, save harmless and defend, at its expense, the Buyer, against all damage and expense from any and all claims of infringements of patents, copyrights, trademarks, industrial designs, or of unfair competition, or of bodily injury, property or other damage arising out of any use, possession, consumption, or sale of the Goods other than use arising out of the negligence of the Buyer. The Seller further agrees to indemnify and hold harmless the Buyer from and against any and all actions, cause of actions, claims, demands, costs (including without limitation, all warranty costs, costs of labour and material charged to the Buyer and legal costs), damages, penalties and other liabilities in any way arising out of or in connection with the purchase by the Buyer of the Goods pursuant to this Purchase Order or the use by the Buyer of the Goods, including without limitation, any of the foregoing liabilities which may arise due to any inherent defect or imperfection in any Goods purchase pursuant to this Purchase Order.
    3. DELIVERY & SHIPPING INSTRUCTIONS
      This order is given for arrival on the date and at the place specified, instructions shown on the face of this Purchase Order (the “instructions”) must be followed. Orders not received by the ARRIVAL DATE may be cancelled without payment or other penalty. Shipments after the ARRIVAL DATE are made at the risk of the Seller. Should the Seller fail to follow the instructions, the Seller will be charged with any and all additional charges for transportation and the Seller shall also be liable for all costs and liabilities incurred by the Buyer as a result of late or lost deliveries, including without limitation, all costs incurred by the Buyer in purchasing elsewhere. Acceptance by the Buyer of a late delivery of either the whole or any part of an order shall not constitute a waiver or prejudice the Buyers claim for any damage in which the late delivery may have caused. Unless otherwise specified on the face side of this Purchase Order, the Goods shall be delivered in a single lot. A packing slip properly filled out must accompany each shipment. The Buyer reserves the right to refuse to accept shipments upon which the packing slip does not indicate the purchase order number and part number.
    4. ADDITIONAL SHIPPING INSTRUCTIONS – FOREIGN SELLERS
      Sellers are to supply four- (4) airmail “Canada Customs Invoices (“CCI”)” properly certified; on the day shipment is made. U.S. vendors shipping via road transport must supply two CCI’s to the transporting company and mail two (2) CCI’s to the Buyer. Four (4) copies of commercial invoices shall be required. Two (2) copies of certificate of origin shall be required. All individual cartons shall contain a description of the contents of such cartons on Canadian Customs Invoices. Expenses incurred through delay of invoices or incorrect invoices (i.e. storage charges) will be deducted from the Seller’s account. If the prices are misrepresented and the government subsequently charges the Buyer with additional duty, penalties and surcharges, such amounts will be deducted in full from the Seller’s account or, at the Buyers option, the Seller shall rebate to the Buyer any such amounts imposed upon the Buyer by the Canadian Customs for failure to comply with, or infraction of Canadian Customs Regulations on the part of the Seller.
    5. PRICE
      The total price of the Goods shall be as indicated on the face side of this Purchase Order. If the face side of the Purchase Order omits the price of the Goods, the Seller’s price shall be the lowest prevailing market price at the time the Goods were ordered. Unless otherwise arranged, all payments shall be made in Canadian or U.S. funds as indicated on the face of the Purchase Order, and no interest shall be paid on bills overdue. If the Buyer has agreed to pay freight charges the Buyer shall be entitled to stipulate the carrier. The Buyer shall receive any applicable credit for all returnable containers returned to the Seller or carrier. Over shipments are made at the Seller’s risk. The Buyer reserves all rights. Additionally, prices are not subject to surcharges and are considered inclusive.
    6. QUALITY ASSURANCE PROVISIONS
      All suppliers of direct materials and services (eg. Steel, fasteners, coatings, heat-treating) shall be registered to ISO 9001:2000 or TS 16949:2002. Further more, the supplier shall comply fully with AIAG PPAP level III under all conditions. Metrican Stamping reserves the right to audit the suppliers quality management system at any time.
    7. TERMS OF PAYMENT
      Net amounts are payable on the tenth day of the second month following the date of the invoice or receipt by the Buyer of the Goods, whichever is later. Discounted amounts shall be payable, at the Buyers option, on the tenth day of the month following the date of invoice or following the date upon which the Goods are received, whichever is later. Shipments received prior to the specified ARRIVAL DATE will be accepted at the Buyers discretion, but periods for payment will commence from the ARRIVAL DATE. The Seller, for each shipment, shall send two (2) copies of its invoice setting out the routing, pro bill number and initials and attaching the original bill of lading. All such invoices shall be rendered not later than three days after the Seller makes shipment.
    8. TITLE
      Title in the Goods shall pass to the Buyer only after delivery in accordance with the instructions and the Buyer has inspected and accepted the Goods. Prior to title in the Goods passing to the Buyer, all Goods shall remain at the risk of the Seller.
    9. STANDARDS
      Goods covered by this Purchase Order must be delivered strictly in accordance with the quantities and specifications shown. All Goods shall be subject to inspection by the Buyer, notwithstanding prior payment for the purpose of obtaining cash discounts or otherwise. Goods may be rejected and held at the Seller’s risk and expense, or, if inspection shows that such Goods are not strictly in accordance with the specifications accompanying this Purchase Order, they may be returned to the Seller at the Seller’s expense. If parts are not included in blueprint, they must be approved in writing by the Buyer, with submission of samples. If impractical to make an inspection at the time Goods are received, this clause will apply whenever Goods are unpacked. If inspection discloses defective Goods, the Buyer shall be entitled to cancel any unshipped portion of such order. The Buyer reserves the right to retain any portion or all of any shipment not strictly in accordance with the specifications on the Purchase Order and will pay a reasonable price for such Goods. Such retention shall not preclude the Buyer from rejecting the remainder of the shipment. Goods rejected because of inferior quality or workmanship will be returned to the Seller, at the Buyer’s discretion, and the Seller shall bear the charges for transportation both ways and rejected Goods are not to be replaced except upon receipt of instructions of the Buyer and charges for any necessary “reworking” will be deducted from the Seller’s account. All electrical components must be C.S.A and/or U.L. approved, as specified.
    10. DESIGN RIGHTS
      Seller agrees that it will keep confidential the features of any design or drawing from which Goods are produced for the Buyer (unless such drawings are entirely of standard items made or furnished by the Seller to the trade). The design shall be considered as the Buyers and the Seller is not to furnish anyone else with the design, the same goods or parts thereof, without the Buyer’s written permission. All drawings, specifications, samples, moulds or dies loaned to the Seller for tendering or production purposes shall be considered by the Seller as strictly confidential to be used only for products for the Buyer and its related companies and shall be preserved in perfect order to be returned promptly to the Buyer upon completion of the work or termination of the order or upon the Buyer’s request.
    11. PATENT GUARANTEE
      Other than Goods designed by the Buyer, the Seller shall indemnify and save harmless the Buyer and its related companies, its or their successors, assigns, customers and agents, against any and all costs, damages, claims and demands whatsoever for actual or alleged infringement of any patent arising out of this sale or the use by the Buyer of any materials specified herein. The Seller Hereby warrants that the acceptance and filing of this Purchase Order for the Goods described herein shall constitute an unequivocal and unconditional warranty that such Goods do not infringe or otherwise encroach on any trademark, patent or other rights of any other person.
    12. DAMAGES
      In the event of the Supplier's breach pr failure to supply or deliver any products or services pursuant to the Purchase Order or any other delay in the completion of or delivery of any equipment, tooling, dies, products or services purchased herein by Metrican from the Supplier, the Supplier hereby agrees that it shall be responsible for and shall indemnify and hold Metrican and its affiliated and related companies harmless from and against any all claims, demands, actions, causes of actions, damages, losses, liabilities, costs and expenses (including legal expenses) which Metrican may suffer or incur as a result of any such breach, failure or delay including, without limitation, any loss of revenues or profits by Metrican and any amounts paid or required to be paid by Metrican to any third party including, without limitation, any customer of Metrican, arising from an such breach, failure or delay; provided, however, that the Supplier shall not be responsible for a breach or failure to supply or deliver to the extent such breach or failure arises directly and solely as a result of: (1) fire, storms, earthquake, flood, explosion, war, rebellion, epidemic, quarantine restrictions or other acts of God, or (2) a failure by Metrican to provide, on or before the dates mutually agreed by Metrican and the Supplier, information or materials which Metrican and the Supplier have mutually agrees is to be provided by Metrican to the Supplier and which is reasonably required by the Supplier in order to manufacture or produce the products or services which are the subject of the Purchase Order.
    13. OVERSHIPMENTS
      Overshipments are made at the Seller's risk. The buyer reserves all rights.
    14. MODIFICATION OF AGREEMENT
      No modification or waiver of the terms hereof or discharge of this contract shall be binding upon the Buyer unless made in writing and signed by the Buyer’s authorized representative. The Buyer shall have the right to make changes in this Purchase Order by a notice in writing to the Seller prior to delivery of any Goods. The Seller shall make no substitutions or changes without prior written authority from the Buyer.
    15. DISPUTES
      Either party shall have the right to cancel this Purchase Order if the other party becomes bankrupt or insolvent, makes any assignment for the benefit of creditors or commits any other act of bankruptcy. In addition to all other rights which the Buyer may have to cancel this Purchase Order, the Buyer shall have the further right without assigning any reason therefore to terminate any work hereunder, in whole or in part, at any time, by written or telegraphic notice. The information on this Purchase Order shall overrule all accounting disputes, unless reasonable prior notification of changes has been received in writing. All other disputes shall be settled by arbitration pursuant to the Arbitrations Act (Ontario). All matters arising out of this Purchase order shall be governed by the laws of the Province of Ontario, Canada. Settlement in Ontario Court of Buyers selection.
    16. ASSIGNMENT
      This Purchase Order is not assignable by the Supplier without the written consent of the Buyer. The Buyer shall be entitled to assign this Purchase Order.
    17. IMPORTANT
      IT IS THE SELLER’S RESPONSIBILITY TO ADVISE THE BUYER IN WRITING WITHIN TEN (10) DAYS OF RECEIPT OF THIS PURCHASE ORDER SHOULD THE SELLER BE UNABLE TO HONOUR IT COMMITMENTS HEREUNDER.
    18. GOVERNMENT, SAFETY AND ENVIRONMENTAL REGULATIONS
      All purchase materials used in part manufacture shall satisfy current governmental and safety constraints on restricted, toxic and hazardous materials; as well as environmental, electrical and electromagnetic considerations applicable to the country of manufacture and sale.
    19. FORCE MAJEURE
      Neither party shall be liable for any default hereunder due to acts of God or of the public enemy acts of the Canadian government or any agency thereof fire, flood, epidemic or quarantine restrictions, strikes and freight embargoes, or to other causes beyond its control and without its fault or negligence provided notice of such Force Majeure is forthwith given by the party relying on same to the other party in all other cases should delivery not be effected as requested, the Buyer reserves the right at its option to purchase elsewhere and charge the Seller with any loss incurred in connection therewith.
  • MetriCan Mfg. Co. Inc. Standard Terms and Conditions

    IMPORTANT CONDITIONS WHICH CONSTITUE A PART OF THIS ORDER PLEASE READ CAREFULLY

    1. ACCEPTANCE
      Acceptance of this order by the Supplier shall be subject to the terms and conditions as set out on the front and the back of this Purchase Order and delivery of any merchandise or goods (the “Goods”) by the supplier to the Buyer shall be conclusive evidence of acceptance by the Seller of all the terms and conditions of this Purchase Order notwithstanding anything to the contrary contained in the Seller’s invoice or delivery documents. The Seller acknowledges that it is the practice of the Buyer to make telephone orders followed by a written Purchase Order and the Seller shall be deemed to have accepted the Purchase.
    2. WARRANTIES AND INDEMITY
      Seller expressly warrants that all Goods, material and workmanship will conform with applicable drawings, specifications, samples or other descriptions given by the Buyer and will be free from defects. Any of the Goods found at any time to be damaged for any reason whatsoever or to be defective in material or workmanship may be returned at the Sellers expense and the Buyer shall be entitled to return such Goods to the Seller at any time for credit or replacement at the price charged. The Buyer reserves the right to inspect the Sellers equipment and facilities at any time during business hours and any work being performed at any given stage. The Seller shall indemnify, save harmless and defend, at its expense, the Buyer, against all damage and expense from any and all claims of infringements of patents, copyrights, trademarks, industrial designs, or of unfair competition, or of bodily injury, property or other damage arising out of any use, possession, consumption, or sale of the Goods other than use arising out of the negligence of the Buyer. The Seller further agrees to indemnify and hold harmless the Buyer from and against any and all actions, cause of actions, claims, demands, costs (including without limitation, all warranty costs, costs of labour and material charged to the Buyer and legal costs), damages, penalties and other liabilities in any way arising out of or in connection with the purchase by the Buyer of the Goods pursuant to this Purchase Order or the use by the Buyer of the Goods, including without limitation, any of the foregoing liabilities which may arise due to any inherent defect or imperfection in any Goods purchase pursuant to this Purchase Order.
    3. DELIVERY & SHIPPING INSTRUCTIONS
      This order is given for arrival on the date and at the place specified, instructions shown on the face of this Purchase Order (the “instructions”) must be followed. Orders not received by the ARRIVAL DATE may be cancelled without payment or other penalty. Shipments after the ARRIVAL DATE are made at the risk of the Seller. Should the Seller fail to follow the instructions, the Seller will be charged with any and all additional charges for transportation and the Seller shall also be liable for all costs and liabilities incurred by the Buyer as a result of late or lost deliveries, including without limitation, all costs incurred by the Buyer in purchasing elsewhere. Acceptance by the Buyer of a late delivery of either the whole or any part of an order shall not constitute a waiver or prejudice the Buyers claim for any damage in which the late delivery may have caused. Unless otherwise specified on the face side of this Purchase Order, the Goods shall be delivered in a single lot. A packing slip properly filled out must accompany each shipment. The Buyer reserves the right to refuse to accept shipments upon which the packing slip does not indicate the purchase order number and part number.
    4. ADDITIONAL SHIPPING INSTRUCTIONS – FOREIGN SELLERS
      Sellers are to supply four- (4) airmail “Canada Customs Invoices (“CCI”)” properly certified; on the day shipment is made. U.S. vendors shipping via road transport must supply two CCI’s to the transporting company and mail two (2) CCI’s to the Buyer. Four (4) copies of commercial invoices shall be required. Two (2) copies of certificate of origin shall be required. All individual cartons shall contain a description of the contents of such cartons on Canadian Customs Invoices. Expenses incurred through delay of invoices or incorrect invoices (i.e. storage charges) will be deducted from the Seller’s account. If the prices are misrepresented and the government subsequently charges the Buyer with additional duty, penalties and surcharges, such amounts will be deducted in full from the Seller’s account or, at the Buyers option, the Seller shall rebate to the Buyer any such amounts imposed upon the Buyer by the Canadian Customs for failure to comply with, or infraction of Canadian Customs Regulations on the part of the Seller.
    5. PRICE
      The total price of the Goods shall be as indicated on the face side of this Purchase Order. If the face side of the Purchase Order omits the price of the Goods, the Seller’s price shall be the lowest prevailing market price at the time the Goods were ordered. Unless otherwise arranged, all payments shall be made in Canadian or U.S. funds as indicated on the face of the Purchase Order, and no interest shall be paid on bills overdue. If the Buyer has agreed to pay freight charges the Buyer shall be entitled to stipulate the carrier. The Buyer shall receive any applicable credit for all returnable containers returned to the Seller or carrier. Over shipments are made at the Seller’s risk. The Buyer reserves all rights. Additionally, prices are not subject to surcharges and are considered inclusive.
    6. QUALITY ASSURANCE PROVISIONS
      All suppliers of direct materials and services (eg. Steel, fasteners, coatings, heat-treating) shall be registered to ISO 9001:2000 or TS 16949:2002. Further more, the supplier shall comply fully with AIAG PPAP level III under all conditions. Metrican Manufacturing reserves the right to audit the suppliers quality management system at any time.
    7. TERMS OF PAYMENT
      Net amounts are payable on the tenth day of the second month following the date of the invoice or receipt by the Buyer of the Goods, whichever is later. Discounted amounts shall be payable, at the Buyers option, on the tenth day of the month following the date of invoice or following the date upon which the Goods are received, whichever is later. Shipments received prior to the specified ARRIVAL DATE will be accepted at the Buyers discretion, but periods for payment will commence from the ARRIVAL DATE. The Seller, for each shipment, shall send two (2) copies of its invoice setting out the routing, pro bill number and initials and attaching the original bill of lading. All such invoices shall be rendered not later than three days after the Seller makes shipment.
    8. TITLE
      Title in the Goods shall pass to the Buyer only after delivery in accordance with the instructions and the Buyer has inspected and accepted the Goods. Prior to title in the Goods passing to the Buyer, all Goods shall remain at the risk of the Seller.
    9. STANDARDS
      Goods covered by this Purchase Order must be delivered strictly in accordance with the quantities and specifications shown. All Goods shall be subject to inspection by the Buyer, notwithstanding prior payment for the purpose of obtaining cash discounts or otherwise. Goods may be rejected and held at the Seller’s risk and expense, or, if inspection shows that such Goods are not strictly in accordance with the specifications accompanying this Purchase Order, they may be returned to the Seller at the Seller’s expense. If parts are not included in blueprint, they must be approved in writing by the Buyer, with submission of samples. If impractical to make an inspection at the time Goods are received, this clause will apply whenever Goods are unpacked. If inspection discloses defective Goods, the Buyer shall be entitled to cancel any unshipped portion of such order. The Buyer reserves the right to retain any portion or all of any shipment not strictly in accordance with the specifications on the Purchase Order and will pay a reasonable price for such Goods. Such retention shall not preclude the Buyer from rejecting the remainder of the shipment. Goods rejected because of inferior quality or workmanship will be returned to the Seller, at the Buyer’s discretion, and the Seller shall bear the charges for transportation both ways and rejected Goods are not to be replaced except upon receipt of instructions of the Buyer and charges for any necessary “reworking” will be deducted from the Seller’s account. All electrical components must be C.S.A and/or U.L. approved, as specified.
    10. DESIGN RIGHTS
      Seller agrees that it will keep confidential the features of any design or drawing from which Goods are produced for the Buyer (unless such drawings are entirely of standard items made or furnished by the Seller to the trade). The design shall be considered as the Buyers and the Seller is not to furnish anyone else with the design, the same goods or parts thereof, without the Buyer’s written permission. All drawings, specifications, samples, moulds or dies loaned to the Seller for tendering or production purposes shall be considered by the Seller as strictly confidential to be used only for products for the Buyer and its related companies and shall be preserved in perfect order to be returned promptly to the Buyer upon completion of the work or termination of the order or upon the Buyer’s request.
    11. PATENT GUARANTEE
      Other than Goods designed by the Buyer, the Seller shall indemnify and save harmless the Buyer and its related companies, its or their successors, assigns, customers and agents, against any and all costs, damages, claims and demands whatsoever for actual or alleged infringement of any patent arising out of this sale or the use by the Buyer of any materials specified herein. The Seller Hereby warrants that the acceptance and filing of this Purchase Order for the Goods described herein shall constitute an unequivocal and unconditional warranty that such Goods do not infringe or otherwise encroach on any trademark, patent or other rights of any other person.
    12. DAMAGES
      In the event of the Supplier's breach pr failure to supply or deliver any products or services pursuant to the Purchase Order or any other delay in the completion of or delivery of any equipment, tooling, dies, products or services purchased herein by Metrican from the Supplier, the Supplier hereby agrees that it shall be responsible for and shall indemnify and hold Metrican and its affiliated and related companies harmless from and against any all claims, demands, actions, causes of actions, damages, losses, liabilities, costs and expenses (including legal expenses) which Metrican may suffer or incur as a result of any such breach, failure or delay including, without limitation, any loss of revenues or profits by Metrican and any amounts paid or required to be paid by Metrican to any third party including, without limitation, any customer of Metrican, arising from an such breach, failure or delay; provided, however, that the Supplier shall not be responsible for a breach or failure to supply or deliver to the extent such breach or failure arises directly and solely as a result of: (1) fire, storms, earthquake, flood, explosion, war, rebellion, epidemic, quarantine restrictions or other acts of God, or (2) a failure by Metrican to provide, on or before the dates mutually agreed by Metrican and the Supplier, information or materials which Metrican and the Supplier have mutually agrees is to be provided by Metrican to the Supplier and which is reasonably required by the Supplier in order to manufacture or produce the products or services which are the subject of the Purchase Order.
    13. OVERSHIPMENTS
      Overshipments are made at the Seller's risk. The buyer reserves all rights.
    14. MODIFICATION OF AGREEMENT
      No modification or waiver of the terms hereof or discharge of this contract shall be binding upon the Buyer unless made in writing and signed by the Buyer’s authorized representative. The Buyer shall have the right to make changes in this Purchase Order by a notice in writing to the Seller prior to delivery of any Goods. The Seller shall make no substitutions or changes without prior written authority from the Buyer.
    15. DISPUTES
      Either party shall have the right to cancel this Purchase Order if the other party becomes bankrupt or insolvent, makes any assignment for the benefit of creditors or commits any other act of bankruptcy. In addition to all other rights which the Buyer may have to cancel this Purchase Order, the Buyer shall have the further right without assigning any reason therefore to terminate any work hereunder, in whole or in part, at any time, by written or telegraphic notice. The information on this Purchase Order shall overrule all accounting disputes, unless reasonable prior notification of changes has been received in writing. All other disputes shall be settled by arbitration pursuant to the Arbitrations Act (Ontario). All matters arising out of this Purchase order shall be governed by the laws of the Province of Ontario, Canada. Settlement in Ontario Court of Buyers selection.
    16. ASSIGNMENT
      This Purchase Order is not assignable by the Supplier without the written consent of the Buyer. The Buyer shall be entitled to assign this Purchase Order.
    17. IMPORTANT
      IT IS THE SELLER’S RESPONSIBILITY TO ADVISE THE BUYER IN WRITING WITHIN TEN (10) DAYS OF RECEIPT OF THIS PURCHASE ORDER SHOULD THE SELLER BE UNABLE TO HONOUR IT COMMITMENTS HEREUNDER.
    18. GOVERNMENT, SAFETY AND ENVIRONMENTAL REGULATIONS
      All purchase materials used in part manufacture shall satisfy current governmental and safety constraints on restricted, toxic and hazardous materials; as well as environmental, electrical and electromagnetic considerations applicable to the country of manufacture and sale.
    19. FORCE MAJEURE
      Neither party shall be liable for any default hereunder due to acts of God or of the public enemy acts of the Canadian government or any agency thereof fire, flood, epidemic or quarantine restrictions, strikes and freight embargoes, or to other causes beyond its control and without its fault or negligence provided notice of such Force Majeure is forthwith given by the party relying on same to the other party in all other cases should delivery not be effected as requested, the Buyer reserves the right at its option to purchase elsewhere and charge the Seller with any loss incurred in connection therewith.
  • Purchase Order Terms and Conditions

    1. This order, including terms and conditions, constitutes the entire agreement, is to be construed under the laws of the state in which is located the Buyer’s plant which issued this order; is not subject to change or variation, irrespectively of the wording on the Seller’s acceptance, without Buyer’s written consent, and is not assignable or transferable without the Buyer’s written consent. Unless otherwise provided herein, any written acknowledgement of this order or the delivery of any supplier or the furnishing of any services in accordance with this order shall constitute acceptance by the Seller of this purchase order subject to all its terms and conditions.
    2. Buyer may waive performance of any condition and also treat the non-performance as a breach of warranty; waver by Buyer of a condition on any shipment shall not constitute a waiver of that condition for subsequent shipments.
    3. If terms of this order do not appear on or agree with Seller’s invoice as rendered, Seller agrees that Buyer may change invoice to conform to this order and make payment accordingly.
    4. Merchandise must conform to approved samples or to Buyer’s specifications, whichever the case may be, or to both, if there are both.
    5. Buyer reserves the right to cancel this order, releases, or any unfilled portion of order if deliveries are not made as specified.
    6. Invoice must not be dated prior to specified shipping date.
    7. This order must not be filled at higher prices than last quoted or charge, without Buyer’s written consent.
    8. Seller will give Buyer the benefit of any price declines to actual time of shipment, except that should Buyer permit shipments to be made before specified shipping date. Buyer shall have advantage of lower prices which occur before specified shipment date.
    9. Buyer’s check will be accepted in payment without discount for collection. Payment will be subject to deductions of any valid claim of Buyer against Seller arising from this or any other transaction.
    10. Buyer will not allow charges for boxing, packing, or crating unless by agreement.
    11. Buyer may return rejected merchandise of hold as Seller’s risk and expense and may in either event charge Seller which cost of transporting, shipping, unpacking, repacking, reshipping, or other like expenses. Buyer reserves the right to refuse merchandise shipped contrary to instructions, or not on specified shipping date, in addition to other rights provided by law.
    12. If price stipulated on purchase order is F.O.B. destination designated by Buyer and freight rate or charges between point of shipment and destination are subsequently reduced, such reduction shall operate as a reduction on the prices payable herein and the Buyer shall be entitled to credit equivalent to such reduction.
    13. If shipment by carrier other than specified becomes necessary an order to fulfill Seller’s delivery obligations, Seller shall pay extra charges, except that if shipment is F.O.B. point of shipment, Seller shall pay only the difference for the extra charges.
    14. Seller warrants that the articles ordered herein or the use thereof, do not infringe upon any United States or foreign Patents, Copyrights, and Trademarks; that Seller will defend any suit that may arise in respect thereafter and that Seller will save the Buyer harmless from any loss or expense which may be incurred by the assertion of any such rights therein.
    15. In the event of fire, flood, strike, lockout, accident, war or other like or different causes beyond Buyer’s control; interfering with the consumption of the transportation of the goods herein described, or of the Buyer’s manufactured products, deliveries under this order may be suspended during the period required to remove the cause.
    16. Seller represents that the items called for herein will be produced, manufactured, and delivered in accordance with all applicable statues including without limitation the Fair Labor Standards Act of 1938, as amended, Seller agrees to furnish on each invoice a statement (in form approved by U.S. Department of Labor) certifying that the items covered by such invoice were produced, manufactured and delivered in accordance with said Fair Labor Standards Act of 1938, as amended, and all regulations and orders issued hereunder. The Seller agrees that the performance of work under this purchase order will conform to provisions of executive order 11246 unless this purchase order is exempt under Section 202 of the rules and regulations issued under same Executive Order 11246. The Seller agrees that the performance of work under the purchase order if in excess of $2,500 will conform to provisions of Section 503 of the Rehabilitation Act of 1973, as amended, and if in excess of $10,000 will conform to Provisions of the Vietnam Era Veterans Readjustment Assistance act of 1974, as amended.
    17. Seller agrees to comply with applicable Workers’ Compensation laws, rules, and regulations. Certificates of insurance shall be furnished upon request of the Buyer evidencing and confirming that coverage is in effect for Workers’ Compensation coverage, Comprehensive General Liability insurance and Comprehensive Auto Liability Insurance. Such certificates shall provide 30 days prior written notice to the Buyer if any coverage is cancelled or materially altered.
    18. If used herein, the phrase Buyer’s “business requirements” refers to and includes only terms supplied by Seller, it being understood that Buyer is permitted to purchase the same or similar items from other suppliers.
    19. Goods subject to our inspection upon arrival, notwithstanding prior payment to obtain cash discount.
    20. Buyer has indicated sales tax status on the order. Exemption certificate will be sent upon request. If taxable and Seller is not registered in the state. Seller should state on the invoice: “NOT REGISTERED IN STATE”.
    21. Warranty: Seller warrants that the merchandise supplied hereunder will be of good workmanship and material free from defects and in accordance with specifications.
    22. Overshipments: Overshipments are made at the Seller's risk. The buyer reserves all rights.
    23. Force Majeure: Neither party shall be liable for any default hereunder due to acts of God or of the public enemy acts of the Canadian government or any agency thereof fire, flood, epidemic or quarantine restrictions, strikes and freight embargoes, or to other causes beyond its control and without its fault or negligence provided notice of such Force Majeure is forthwith given by the party relying on same to the other party in all other cases should delivery not be effected as requested, the Buyer reserves the right at its option to purchase elsewhere and charge the Seller with any loss incurred in connection therewith.