Purchase Order Terms and Conditions

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1. ACCEPTANCE

This order is not binding upon Parlec Inc. until accepted by seller. Acceptance of all terms and conditions of this order shall take place when: a) Parlec receives the acknowledgement copy of this order, properly executed by the Seller within 3 days after the date appearing on the face hereof; or b) Seller delivers to Parlec the items ordered within such period. ACCEPTANCE OF THIS ORDER IS EXPRESLLY LIMITED TO THE TERMS HEREOF. IN THE EVENT OF INCONSISTENCY BETWEEN THE TERMS OF THIS ORDER AND ANY PURPORTED ACCEPTANCE, THE TERMS OF THIS ORDER SHALL PREVAIL.:*

2. EXTRA CHARGES

No extra charges of any kind, including charges for packing or carting will be allowed unless specifically agreed to by Parlec in advance.

3. DELIVERY TIME IS OF THE ESSENCE OF THIS ORDER

If the delivery is not completed within the time specified herein, Parlec reserves the right without liability, in addition to its other rights and remedies: a) to terminate this order by notice effective when received by Seller as to stated items not yet shipped; and b) to purchase substitute items elsewhere and charge the seller with any loss incurred.


Items delivered within 3 calendar days prior to, and 1 calendar days after the due date, are considered within the acceptable delivery window. Items shipped to Parlec in advance of this schedule, as herein set forth, may in Parlec sole discretion, be returned to the Seller at seller’s expense. Any provision herein for delivery of items by installment shall not be constructed as rendering the obligation of the Seller severable.
Deliveries shall be made as specified without charge for boxing, crating, carting or storage unless otherwise specified and goods shall be suitably packed to secure lowest transportation costs, and in accordance with the requirements of common carriers. If Seller is past due on the deliveries and this condition causes Parlec to ship goods by means other than originally agreed upon and this action is initiated by Parlec to meet Parlec’s commitments to its customers, the Seller agrees to reimburse Parlec for the excess transportation costs above the original stated transportation methods.

4. WARRANTIES

By accepting this order, Seller warrants that the items to be furnished hereunder will be: a) in full compliance with Parlec’s specifications, blue prints drawings and data or Seller’s samples, if any; b) fit for the use intended by Parlec; and c) free from any actual or claimed patent, copyright or trademark infringement. Seller warrants title of the items.

5. INSPECTION

Each and every item purchased hereunder is subject to Parlec’s inspection and approval at any place that Parlec may reasonably designate. Parlec expressly reserves the right without liability hereunder or otherwise, to reject and refuse acceptance of items which do not conform in all respect to: a) any instructions contained herein; b) Parlec’s specifications, drawings, blueprints and data; and c) Seller’s warranties and each of them whether such warranties be expressed or implied. With respect to any items which do not conform, Parlec may, in Parlec’s sole discretion: a) hold such items for Seller’s instructions at Seller’s risk upon notification to Seller; b) return such items to Seller at Seller’s expense; c) rework such items to the original specifications in which case Parlec will hold Seller responsible for the rate of rework of $60 per hour plus the cost of materials. Payment for any item should not be deemed an acceptance thereof.

6. CHANGES

Parlec reserves the right at any time to change any one or more of the following: a) specifications, blueprints and data incorporated in this order where the items to be purchased are to be specifically manufactured for Parlec; b) method of packaging, packing or shipment, and c) quantity, place and or time of delivery. If any such change causes an increase or decrease in the cost of or the time required for the performance hereunder, an equitable amendment shall be made in the price of delivery, quantity required, schedule or all. Any claim for adjustment by the Seller shall be deemed waived, unless asserted in writing within thirty (30) days from receipt by Seller of the change. Nothing contained in this clause shall relieve Seller from proceeding without delay in the performance of this order as changed.

7. COMPLIANCE WITH LAW

In accepting this order Seller warrants and represents that it has and will continue during the performance hereunder to comply with all relevant provisions of Federal, State and local laws and regulations.

8. CONFIDENTIAL RELATIONSHIP

Seller shall treat as confidential all specifications, drawings, blueprints and data supplied by Parlec. Seller shall not disclose information relating to this order to any third person entitled to receive it. Parlec shall be entitled to injunctive relief for any violation hereof, in addition to any other remedy.

9. ASSIGNMENT AND/OR SUBCONTRACT

This order may not be assigned nor sub-contracted by Seller without expressed prior written consent of Parlec.

10. TERMINATION

Seller recognizes that the contract of Parlec with its customers may be subject to termination at the will of the customer of Parlec, and that in the event such contract is terminated by the customer of Parlec, this contract may likewise be terminated upon notice by Parlec to Seller of such fact. In such event Parlec shall not be responsible for any claims of consequential damages, lost profits, but shall be liable to Seller for work performed prior to notice of termination and for reasonable value of tooling expense necessarily installed by Seller solely for purposes of performing this contract.

11. DEFAULT

Seller shall be in default if: a) deliveries are not made at the time and in the quantity specified; b) the goods delivered do not conform with contract requirements; c) Seller fails to perform any other provisions hereof; d) performance by Seller causes or threatens to cause the performance by Parlec or its contract with its customer to go into default; e) proceedings from liquidations under any insolvency law are commenced by Seller. In the event of any litigation to enforce or interpret the provisions hereof, the prevailing party is entitled to recover reasonable attorneys’ fees as part of any award. Any such action shall be determined according to the laws of the State of New York, and shall be heard in the Superior Court in Monroe County, New York or in the United States District Court for the Central District of New York.