Terms and Conditions

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Purchase Order Terms and Conditions

Acceptance
Seller’s commencement of work on the goods or services subject to a Purchase Order or shipment of such goods or services, whichever occurs first, shall be deemed an effective mode of acceptance of a Purchase Order. Acceptance of a Purchase Order constitutes an agreement to follow and be bound by the Terms and Conditions. No change in, modification of, or revision of a Purchase Order, shall be valid unless agreed to in writing by FS Precision Tech hereinafter called “Buyer.”

Raw Materials
Raw materials shall be accompanied with certifications, chemical and/ or physical test results. Seller shall certify the specific requirements defined on the face of the Purchase Order.

Inspection, Testing and Nonconforming Material
All equipment, parts, materials and workmanship to be furnished under the Purchase Order shall be subject to inspection and test by representatives of Buyer. Such inspection and test shall not relieve Seller from any responsibility regarding defect or other failures to meet requirements and shall not be deemed an acceptance by Buyer. Payment for the goods delivered hereunder shall not constitute acceptance thereof. Goods rejected and goods supplied in excess of quantities called for herein may be returned to Seller at its expense and, in addition to Buyer’s other rights, Buyer may charge Seller all expenses of unpacking, examining, repacking and reshipping such goods. In the event Buyer receives goods whose defects or nonconformities are not apparent on examination, Buyer reserves the right to require replacement, as well as payment of damages.

Seller shall also maintain a system that clearly identifies, documents, controls, and segregates materials that do not conform to the warranties under these terms and conditions and provide evidence thereof. Seller shall record in his quality documentation for all products, how and by whom a quality inspection ensuring defect-free production was carried out. These records shall be kept for 15 years as of the last time Buyer placed the final product on the market and shall be provided to Buyer if required. These records must be stored in a protected area, legible, and be retrievable and identifiable easily upon request of Buyer’s associates or their customers and regulatory authorities as approved by Buyer. Seller shall be entitled to shorten the retention period if he can exclude any risk of life and health in the use of the products.

Should Seller identify any nonconformity, including latent defects after a product is purchased, Seller shall notify Buyer of those nonconformities and 1) offer Buyer the opportunity to accept the product with the nonconformity, or 2) make arrangements to replace or return the nonconforming product(s) at no cost to Buyer.

Right of Entry
Seller shall grant representatives of Buyer, its customers, and/or regulatory agencies, reasonable access to Seller’s facilities and records, for the purpose of evaluating Seller’s conformance to all Purchase Order requirements. When applicable, the access requirement shall be flowed-down by Seller to Seller’s sub-tier sources.

Quantities
Unless otherwise agreed in writing, any variation in quantities shipped over or under the quantities ordered (not to exceed 25%) by the Buyer shall constitute compliance with the Purchase Order and the stated price per item or service will continue to apply.

Delivery and Delivery Dates, Late Delivery, Penalty
Any agreed delivery dates and terms shall be binding. Decisive for on-time delivery shall be the date the goods are received at the delivery address agreed with or designated by Buyer. Delivery should be made FOB destination. Acceptance of late deliveries without reservation shall not be deemed to be a waiver of any claims to which Buyer is entitled due to late delivery. Should Seller anticipate difficulties that may prevent him from delivering on time or in the agreed quantity, he shall notify Buyer thereof immediately, stating the reasons. IN ADDITION, BUYER SHALL BE ENTITLED TO DEMAND PAYMENT OF A PENALTY AMOUNTING TO 0.5% OF THE VALUE OF THE LATE GOODS, FOR EACH WORKING DAY OF LATE DELIVERY. THE PENALTY SHALL BE IN ADDITION TO ANY CLAIMS FOR ACTUAL DAMAGES DUE TO LATE DELIVERY. THE PENALTY MAY BE ASSERTED UNTIL THE AGREED PRICE HAS BEEN PAID IN FULL. Seller shall bear the performance risk until acceptance of Buyer or his agent at the location, to which the goods shall be delivered in accordance with the Purchase Order.

Price Warranty
Seller warrants that the prices for the goods or services sold to Buyer hereunder are not less favorable than those currently extended to any other customer for the same or similar articles in similar quantities. In the event Seller reduces its price for such goods and services during the term of this order, Seller agrees to reduce the prices hereof correspondingly. Seller warrants that prices shown on the Purchase Order shall be complete, and no additional charges of any type shall be added without Purchaser’s express written consent. Such additional charges include, but are not limited to, shipping, packaging, labeling, custom duties, taxes, storage, insurance, boxing, crating.

Force Majeure
Time is of the essence. However, Buyer excuses Seller from nonperformance or delays in delivery caused by acts of God, unforeseeable occurrences or other force Majeure events, but Seller agrees it is not excused by unexpected difficulty or commercial impracticality of any degree. Buyer reserves the right to reject any shipment of any order of goods from Seller and shall have no obligation to pay for the rejected shipment in the event that Buyer’s business or operations are discontinued in whole or part by reason of fire, flood, earthquake, war, civil disorder or any other act or event beyond Buyer’s reasonable control.

Warranty
Seller expressly warrants that all goods or services furnished under this agreement shall conform to all specifications and appropriate standards, will be new, and will be free from defects in material or workmanship. Seller warrants that all such goods or services will conform to any statements made on the containers or labels or advertisements for such goods or services, and that any goods will be adequately contained, packaged, marked, and labeled. Seller warrants that all goods or services furnished hereunder will be merchantable, and will be safe and appropriate for the purpose for which goods or services of that kind are normally used. If Seller knows or has reason to know the particular purpose for which Buyer intends to use the goods or services, Seller warrants that such goods or services will be fit for such particular.

Indemnification
Seller shall defend, indemnify and hold harmless Buyer against all damages, claims or liabilities and expenses (including attorneys’ fees) arising out of or resulting in any way from any defect in the goods or services purchased hereunder, or from any act or omission of Seller, its agents, employees or subcontractors. This indemnification shall be in addition to the warranty obligations of Seller.

Patents
Seller agrees upon receipt of notification to promptly assume full responsibility for defense of any suit or proceeding which may be brought against Buyer or its agents, customers, or other vendors for alleged patent infringement, as well as for any alleged unfair competition resulting from similarity in design, trademark or appearance of goods, or services furnished hereunder, and Seller further agrees to indemnify Buyer, its agents and customers against any and all expenses, losses, royalties, profits, and damages, including court costs and attorneys’ fees resulting from any such suit or proceeding, including any settlement. Buyer may be represented by and actively participate through its own counsel in any such suit or proceeding if it so desires, and the costs of such representation shall be paid by Seller.

Insurance
Seller shall maintain adequate insurance in any and all forms necessary to protect both Seller and Buyer against all liabilities, losses, damages, claims, settlements, expenses, and legal fees arising out of or resulting from performance of the Purchase Order. Although evidence of certain minimum coverage may be required, nothing contained herein shall abridge, diminish or affect Seller’s responsibility for the consequences of any accidents, occurrences, damages, losses, and associated costs arising out of or resulting from performance of the Purchase Order.

Invoicing and Payment
After each shipment made, Seller will submit an invoice listing a description of Goods provided and, as applicable, part numbers, quantity, units of measure, hours, and the unit and total prices. All invoices shall be mailed to Buyer at its office as indicated on the face of the Purchase Order and will state Buyer’s Purchase Order Number clearly on the Invoice. Any incidental charges must be separately itemized and identified on the invoice. The invoice will be accompanied (if applicable) by a signed bill of lading or express receipt evidencing shipment. Payment of an invoice does not constitute acceptance of the Goods and is subject to appropriate adjustment should Seller fail to meet the requirements of the Purchase Order. Payment terms are on a net 60 day basis from receipt of invoice and conforming goods or services. In case of errors on an invoice, the payment discount period will date from the receipt of corrected invoices. Seller shall use the lowest published freight rates and any excess transportation charges incurred, including any that deviate from the published tariff rates, are to be borne by the Seller.

Termination for Convenience of Buyer
Buyer reserves the right to terminate this order or any part hereof for its sole convenience. In the event of such termination, Seller shall immediately stop all work hereunder, and shall immediately cause any of its suppliers or subcontractors to cease such work. Seller shall be paid a reasonable termination charge consisting of a percentage of the order price reflecting the percentage of the work performed prior to the notice of termination, plus actual direct costs resulting from termination. Seller shall not be paid for any work done after receipt of the notice of termination, or for any costs incurred by Seller’s suppliers or subcontractors which Seller could reasonably have avoided.

Termination for Cause
Buyer may also terminate this order or any part hereof for cause in the event of any default by the Seller, or if the Seller fails to comply with any of the terms and conditions of this offer. Late deliveries, deliveries of products which are defective or which do not conform to this Purchase Order, and failure to provide Buyer, upon request, reasonable assurances of future performance shall all be causes allowing Buyer to terminate this Purchase Order for cause. In the event of termination for cause, Buyer shall not be liable to Seller for any amount, and Seller shall be liable to Buyer for any and all damages sustained by reason of the default which gave rise to the termination.

Notification of Changes
Any increase in the price of goods resulting from modifications of a Purchase Order is subject to the prior approval of Buyer. The Seller shall notify Buyer of any changes to the Product(s) and/or process definition, changes of Sellers, changes of manufacturing facility location, and where required, make arrangements to obtain Buyer’s approval of these changes.

Buyer shall have the right at any time to make changes in this Order by written notice to Seller, and Seller agrees to comply with such changes. If such changes cause a material increase or decrease in Seller’s costs or time of performance of this Order, Seller shall notify Buyer immediately and negotiate an adjustment.

Certificate of Conformance
Seller shall provide evidence that the processes requested in this Purchase Order were performed by approved sources. Seller shall maintain such evidence on file. Included with each shipment to Buyer shall be a certificate of conformance indicating as a minimum the process description, process number, name and address of the process Seller, the Purchase Order and part number.

Material Traceability
Identification of each piece of material and each report is required by specification to provide traceability to heat lot or batch number.
Requirements for Qualification of Personnel When applicable, only qualified/ certified personnel shall be used based on process specification requirements. Records shall be maintained of the personnel qualifications/ certifications.

Attorneys’ Fees
In the event it becomes necessary for Buyer to enforce these terms, or to defend or prosecute any litigation arising out of or as a result of these terms, or in connection with the sale of the goods or services in this Purchase Order to Buyer by Seller, Buyer shall be entitled to recover from Seller, in addition to any other relief granted, reasonable attorneys’ fees, expert fees, costs and expenses of litigation to the extent Buyer is the substantially prevailing party.

Governing Law
The laws of the State of California shall govern this Order and the right and the obligations of the parties hereunder, and the venue of any action brought hereunder shall be in the Superior Court, County of Los Angeles, and State of California.

Assignments and Subcontracting
No part of this order may be assigned or subcontracted without prior written approval of Buyer.

Bankruptcy
In the event of any proceeding, voluntary or involuntary, in bankruptcy or insolvency by or against the Seller, including any proceeding under the United States bankruptcy laws, or in the event of the appointment, with or without Seller’s consent, of a receiver of an assignee for the benefit of creditors, Buyer shall be entitled to cancel any unfilled part of this Order without any liability whatsoever.

Severability
If any provision hereof shall be found to be inoperable or in violation of any law or regulation, only that provision shall be stricken from this Purchase Order and the remainder of the Purchase Order shall not be affected.

Waiver
Buyer’s failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege or Buyer’s waiver of any breach hereunder shall not thereafter waive any other terms, conditions, or privileges, whether of the same or similar type.

Guarantee of Materiel* Source(s)
The Seller shall ensure that only new and authentic materials are used in materiel deivered to the Buyer. The Seller may only purchase materiel directly from original manufacturers, manufacturer franchised distributors, or authorized aftermarket manufacturers. Use of materiel that was not provided by these sources is not authorized unless first approved in writing by the Buyer. The Seller must present compelling support for its request (e.g., original manufacturer documentation that authenticates traceability of materiel to the original manufacturer), and include in its request all actions to ensure the materiel thus procured is authentic and conforming.*Materiel refers to material, parts, assemblies, and other procured items (except forelectronic parts)

Supply Chain Traceability
The Seller shall maintain a method of commodity and item level traceability that ensures tracking of the supply chain back to the manufacturer of all materiel being delivered per this order. This traceability method shall clearly identify the name and location of all of the supply chain intermediaries from the manufacturer to the direct source of the materiel for the seller and shall include the manufacturer’s commodity or item level identification for the item(s) such as date codes, lot codes, heat codes, serializations, unique item identifiers, or batch identifications.

Product Impoundment and Financial Responsibility
If suspect/counterfeit materiel is furnished under this purchase agreement, such items shall be impounded. The Seller shall promptly replace such items with items acceptable to the Buyer and the Seller may be liable for all costs relating to impoundment, removal, and replacement. Buyer may turn such items over to Authority Having Juristiction for investigation and reserves the right to withhold payment for the suspect items pending the results of the investigation. Any known instances of fraud or attempted fraud shall be documented in writing to the Buyer. If suspect/counterfeit materiel is furnished under this purchase agreement, the Buyer, Seller, and materiel shall be subject to the requirements of AS6174 (latest revision) “Counterfeit Materiel; Assuring Acquisition of Authentic and Conforming Materiel”.

Requirements Flowdown
The Seller shall have systems and methods to assure full compliance to all quality Purchase Order (PO) notes and requirements applicable to this PO. When products or services
applicable to this PO are procured by the seller from sub-tier suppliers, the seller shall flow the quality PO note requirements and all other requirements, as necessary, to assure full
compliance is achieved.

Entire Agreement
This Purchase Order and any documents referred to on the face hereof, constitute the entire agreement between the parties.

About Us
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We supply precision Titanium and Zirconium investment castings for demanding Aerospace, Defense, and Chemical applications. With over 35 years of experience, FS Precision Tech castings are guaranteed to keep you running while they get you safely to where you are going.

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