Purchase Order Terms and Conditions

  1. Pricing: Any cash discount will be calculated from the date a properly documented invoice is received at the "invoice to" location. Invoices may be faxed to 248-920-0524 or e-mailed to sales@jmpolymers.com. Prior payment to secure cash discount does not constitute acceptance by Buyer of the goods furnished on this Order.
  2. Freight Terms, Packaging and Ship Via.: No transportation or packaging charges will be placed on the invoice unless specifically agreed to by Buyer. When transportation or packing charges have been agreed to, they will be identified and listed as separated line on Sellers invoice. All goods purchased on freight terms Collect shall be shipped via carriers nominated by Buyer. If nominated carrier is not available or deemed by Seller as unsuitable, Seller shall request alternate carrier from Buyer.
  3. Inspection: Equipment furnished on this Order shall be subject to Buyers or its designees inspection and approval at any reasonable time during manufacture or after delivery. Goods rejected for just cause will be held for Sellers disposition.
  4. Warranty: Seller warrants goods materials and workmanship, merchantability, and compliance with the following with respect to any goods sold hereunder. Sellers product literature and all referenced or attached specifications, drawings, samples and information. SELLER MAKES NO IMPLIED WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE.
  5. Liability:

    A) Should any goods, other than equipment, fail to conform with the warranties of Article 3 Sellers sole liability and Buyers sole remedies shall be as follows : Seller shall replace the non-conforming goods promptly following Buyers notification or, at Buyers option, refund the purchase price. Seller also shall reimburse Buyer for any cost incurred by buyer to remove, store, transport or dispose of nonconforming goods. Seller shall, however, have no liability under this paragraph A if buyer fails to notify Seller of non-conformance (i) within 90 days after the date of delivery; or (ii) if the non-conformance is not reasonably discoverable within that time, then within 90 days after date on which the nonconformance was or should have been discovered.

    B) All equipment shall conform with the warranties of the Article 3 as delivered and for 12 months form date of installation but no more than 18 months form date of shipment. Seller shall repair or replace any non-conforming equipment promptly after Buyers notification or, at Buyers option, refund the purchase price. Seller shall also reimburse Buyer for (i) any costs incurred by Buyer to remove, store, transport or dispose of non-conforming equipment and to install repaired or replaced equipment, and (ii) any resulting costs incurred by Buyer for the stand by charges of Buyers other contractors up to maximum of the Order value.

    C) To the extent permitted by law, neither party shall be liable to the other for any special, consequential or punitive damages, even if caused by negligence, willful misconduct or breached of contract. The preceding sentence and the liability / remedies limitations of A) and B) above do not apply to, and each party shall indemnify and defend the order against (i) fines or civil penalties; (ii) loss or damage to the indemnified partys property; and (iii) costs (including legal fees and expenses) and liability arising from claims or suits by third parties (including legal fees and expenses) and liability arising from claims or suits by third parties (including either partys employees) based on death, personal injury, loss or damage to property or the environment to the extent (i), (ii) and (iii) are caused by the negligence, willful misconduct or breach of contract of the indemnifying party.

  6. Quality: Buyers goal is to use goods produced by Seller directly into Buyers manufacturing process. Seller shall give sufficient prior notice to Buyer of any change(s) in raw materials, manufacturing processes, manufacturing location, or test methods for mutual assessment of the probable effect on Buyers process or product performance.
  7. Proprietary Rights: Seller shall defend and hold Buyer harmless against all liability, loss and expense (including legal expense) arising out of any claim of infringement or misappropriation of (i) any patent covering the goods delivered hereunder, their making, or with respect to goods for the exploration or for the production or refining of oil and gas, their use by Buyer for their intended purpose, and (ii) any copyright, trademark, trade secret or other proprietary right with respect to the goods.
  8. Proprietary Information: Any information furnished to Buyer relating to or as a result of this Order shall be considered non confidential unless otherwise agreed to by Buyer in a separated written agreement. All technical information supplied by Buyer and designated as confidential, shall be held in confidence by Seller. Such information shall not be reproduced, used or disclosed to others by the Seller without Buyers prior written consent and shall be returned to Buyer upon the completion of Sellers obligations under this Order or upon demand.
  9. Proprietary Information: Any information furnished to Buyer relating to or as a result of this Order shall be considered non confidential unless otherwise agreed to by Buyer in a separated written agreement. All technical information supplied by Buyer and designated as confidential, shall be held in confidence by Seller. Such information shall not be reproduced, used or disclosed to others by the Seller without Buyers prior written consent and shall be returned to Buyer upon the completion of Sellers obligations under this Order or upon demand.
  10. Advertising: Seller shall not release any photograph, drawing, data, or article relative to the manufacturer, sale, or installation of any item furnished hereunder, where Buyer or Buyers location is named or shown without first receiving Buyers written consent.
  11. Ethics; Conflicts of Interest: Seller shall not pay any salaries, commissions or fees, or make any payments or rebates to any employee or officer of Buyer, or any designee of any such person, or favor any such person with gifts or entertainment of significant cost or value, or enter into any business arrangements with any such employee or officer other than as a representative of Buyer.
  12. Audits: To verify Sellers compliance with this Order, Buyer may, at its sole expense, audit Sellers records including all books, documents, agreements, and any other information that may have an effect on or be related to this Order excluding (a) the cost of material, equipment, or services paid for on a lump sum or unit price basis, and (b) Sellers profit margin. Seller shall cooperate fully with Buyer in conducting any such audits. All audits will be conducted in accordance with professional auditing standards and during normal business hours. Buyers right to audit shall remain in effect until 2 years after termination, cancellation or competition of this Order.
  13. Nondiscrimination and toxic Substances Control Act (TSCA):

    A) Seller certifies that if complies with all applicable laws, rules, orders and regulations of governmental authority covering the production, sale and delivery of the goods or services specified herein, including, but not limited to, the Equal Opportunity Clause prescribed in 41 CFR 60-1.4; the Affirmative Action Clause prescribed in 41 CFR 60-250.4, regarding disable veterans and veterans of Vietnam Era; the Affirmative Action Clause for Handicapped Workers prescribed in 41 CFR 60-741.4; 48 CFR Chapter 1 Subpart 19.7 regarding Small Business and Small Disadvantaged Business Concerns; 48 CFR Chapter 1 Subpart 20.3 regarding Utilization of Labor Surplus Area Concerns: Executive Order12138and regulations there under regarding subcontracts to women-owned business concerns; Affirmative Actions Compliance Program (41 CFR 60-1.40); annually file SF-100 Employer Information Report (41 CFR 60-1.7); 41 CFR 60-1.8 prohibiting segregated facilities; and the Fair Labor Standards Act of 1938; as amended.

    B) Seller certifies that (1) it has reported and shall continue to report, in accordance with the TSCA and the Inventory Reporting and Per manufacture Notice (PMN) regulations of the U.S Environment Protection Agency, all reportable chemical substances which Seller currently manufactures or may manufacture in the future and which are supplied by Seller to the Buyer; (2) it has taken appropriate action to assure that chemical substances which Seller does not manufacture, and which are components of Sellers products sold to Buyer, have been reported as required by said regulations; and (3) for any chemical substance supplied to Buyer. Seller has informed Buyer of any TSCA restriction governing the use of said chemical substance, including, but not limited to, proposed or final significant new use rule (SNUR) restriction.

  14. Minority Vendors: Buyer encourages Seller to provide maximum practicable opportunities to include Minority subcontractors and vendors among its sources of supply. Minorities include but are not limited to Black Americans, Asian Pacific Americans, and Asian-Indian Americans. A Minority business is at least 51% owned by Minority or a group of Minorities.
  15. Termination: Buyer may at any time, without cause, terminate this order in whole or in part upon written notice to Seller. In such event Seller shall be entitled to a reasonable termination change consisting of percentage of the Order price reflecting the percentage of the work satisfactory performed prior to termination. Such termination change shall be Sellers sole remedy. Upon Buyers written request. Seller shall preserve, protect and deliver to Buyer at Buyers expense materials on hand, work in progress, and completed work, both in its own and its suppliers plant.
  16. General Provisions:

    Applicable Laws. The laws of the States of Michigan shall govern if any dispute arises hereunder.

    Assignment. This Order is not assignable by either party without the prior written consent of the other.

    Drawback. Upon request. Seller agrees to furnish completed CF-7543 (Certificate of Delivery) or CF-7577 (Certificate of Manufacture and Delivery) and retain substantiating documentation pursuant to 19 U.S.C. Section 1313. Force Majeure. No liability shall result to either party from delays in performance or non performance caused by circumstances reasonably beyond the control of party affected.

    Liens. Seller agrees to indemnify and save harmless Buyer against any and all items and encumbrances arising out of Sellers performance of this Order.