TERMS AND CONDITIONS
These Terms and Conditions (“Terms and Conditions”) are made a part of and govern purchase orders and any other orders (the “Purchase Order” or “Order”) issued by Spartanburg SCHEDL Automotive System Service LP (“Purchaser”) to Seller as identified on the face of such Purchase Order (the “Seller”). The Purchase Order Documents comprise the entire agreement between Purchaser and Seller concerning the Purchase (herein defined as the purchase of product from Seller and any and all services, including all duties and obligations, which are the responsibility of the Seller under the Order). The term “Purchase Order Documents” shall mean the Purchase Order, these Purchase Order Terms and Conditions and accompanying Exhibits, if any. If Seller finds a conflict, error or discrepancy in the Purchase Order Documents, Seller shall immediately notify Purchaser thereof in writing.
1. Acceptance of the Order. Acceptance of the Purchase Order by Seller is expressly limited to the terms and conditions contained in the Order. By acceptance of the Order, Seller agrees to be bound by and comply with all terms and conditions of the Order, including any supplements thereto, and all specifications and other documents referred to in the Order. Any additional or different terms in Seller’s proposal, invoices, billing statements, acknowledgement forms or other documents are deemed to be immaterial and are excluded from the Order and shall be of no force or effect unless specifically agreed to in writing by Purchaser. Any of the following acts by Seller shall constitute acceptance of the Order and the terms contained herein: a) Seller’s commencement or performance of the Work; b) Signing and returning the acceptance copy of the Order; c) Delivery of any of the goods of the Order; or d) Informing Purchaser in any manner of commencement of performance. These Terms and Conditions shall extend to any future transactions with Seller.
2. General. All written notices shall be deemed to have been given when transmitted and received by electronic mail, telex or facsimile transmission or when deposited, postage prepaid in the United States mail addressed to the address of the recipient as shown on the Order. In the event Seller anticipates any delay in performance of the Order, Seller shall immediately notify Purchaser in writing. When words which have a well-known technical or trade meaning are used, such words will be interpreted in accordance with such meaning. Reference to standard specifications, manuals or codes of any technical society, organization or association, or any governmental authority shall mean the latest standard specifications, manual or code in effect at the time of the invoice date except as may be otherwise specifically stated.
3. Prices. All prices are firm, not subject to escalation, and are inclusive of all costs including but not limited to boxing, crating, barreling, labeling, tagging, carting, handling, transportation, licenses, fees, permits, duties, taxes, assessments, all associated and complimentary work which is indispensably necessary for the satisfactory completion and performance of the Order, and the like, unless otherwise agreed to in writing by Purchaser. Seller shall keep Purchaser’s goods free and clear of all mechanic’s, materialmen’s and other similar liens and claims, and shall defend and indemnify Purchaser against the same. Seller shall submit invoices in accordance with the Order instructions. Acceptance of invoices is contingent upon receipt by Purchaser of any required waivers, release of liens (partial and/or final), and all materials, services and technical documentation required by the Order.
4. Terms of Payment. The Order is subject to billing in accordance with payment terms as stated in the Order. Any claim, demand or request for payment under the Order shall be subject to set off for any present or future claims which Purchaser may have against Seller or any of Seller’s affiliated companies. If an invoice is not received by Purchaser within sixty (60) days after Purchaser takes possession of goods, Purchaser is not obligated to pay the invoice, in whole or in part, or any penalties, interest, expenses, fees. Seller agrees not to institute any collections for invoices not provided to Purchaser within sixty (60) days after Purchaser takes possession of goods or to in any way affect Purchaser’s credit.
5. Taxes. Except as otherwise specified in the Order, or unless prohibited by law, Seller shall pay all federal, state, and local sales, use, excise, or other taxes that may be levied upon any of the goods and/or services or the parties hereto, by reason of the sale, delivery, or use of the goods and/or services, or the compensation paid to persons employed in connection with performance hereunder. Seller shall indemnify Purchaser against any liability and expense by reason of Seller’s failure to pay the same. All taxes of any nature invoiced to Purchaser shall be specifically identified and separately itemized. If any tax or portion thereof is included in or added to the price paid by Purchaser to Seller is subsequently refunded to Seller, Seller shall promptly pay to Purchaser the amount of such refund.