Purchase Orders Terms and Conditions




  1. TIME IS OF THE ESSENCE: Seller acknowledges and agrees that Seller’s failure to deliver the purchased materials at the time agreed upon on the face of the purchase order, or in the absence of a stated time then such time as generally recognized as a timely manner for material of this type, and/or Buyers previous experience with Seller, will adversely affect Buyer’s ability to fulfill its delivery commitments to its Customers. In such instances, Seller agrees to reimburse Buyer for Buyer’s reasonable and customary additional expenses, such as, but not necessarily limited to, expedited freight to its customer, overtime, and customer back-charges for delays, etc.
  2. You accept all the terms and conditions of the purchase order: (a) formally, by signing and returning to us a copy of the purchase order, or (b) informally, by failing to make prompt written objection to those terms and conditions, even if you fail to sign or return a copy of the purchase order to us. Said terms and conditions constitute the sole and entire contract of purchase of the articles, materials or services described herein and your acceptance constitutes a warranty that the order is the only agreement with respect to the purchase and sale of the articles, materials or services described herein and that there is no outstanding oral agreement between us relating to the sale of said articles, materials or services. No agreement or understanding modifying, waiving or making any exception relating to any terms and conditions of the order, or increasing the price or quantity stated on the order, shall be binding to us unless a revised purchase order is issued noting such changes.
  3. You agree to hold us harmless from, and to indemnify us against all loss, liability, damage and expense (including in the case of litigation, or reasonable attorneys’ fees and disbursements) arising from or suffered or incurred in connection with any claim of injury to person or property caused in whole or in part by any act done by you, your agents or employees while executing this order or making delivery hereunder.
  4. If price is omitted from the order, your price shall be the lowest prevailing market price. In such event you must notify us in writing before shipment is made of the price for the articles described herein. If we do not approve such price in writing, we shall have the right to cancel the order by written notice to you without further liability on our part. If price is stated herein, it is a firm price. You agree to give us the benefit of any reduction in such price, if you should reduce your prices on the same or similar articles prior to shipment or delivery to us.
  5. No overtime charges will be honored unless authorized prior to the occurrence and unless written authorization, signed in the same manner as the order, is given.


  1. All tools, dies, patterns, drawings, molds, special fixtures, jigs, plates and models or other equipment furnished by us or paid for by us, unless expressly stated on the purchase order to the contrary, are our property and shall continue to be our property and subject to our disposition at any time; and the same shall be used exclusively in the preparation of articles or services ordered by us; are to be maintained as first class operative condition by seller at seller’s expense as long as seller has productive orders; are to be marked in the manner required by us; and are to be disposed of only on our written instructions. No production using such dies, tools, jigs, fixtures, etc. shall be permitted except that authorized by us.


  1. All merchandise is subject to our inspection and acceptance notwithstanding prior payment. If parts are not covered by a drawing, written specification or print, they must be approved in writing by us with the submission of samples. Goods may be rejected and returned if inspection shows they are not strictly in accordance with the samples or specifications as to dimensions. If impractical to make inspection at time of receipt of goods this clause will apply whenever goods are unpacked. If inspection discloses defective goods it is agreed that we shall have the option of canceling any unshipped portion of the order. If inspection discloses that part of the goods are in accordance with the contract and part of the goods are not in accordance with the contract, we shall have the option to reject all goods shipped or the part which is found to be defective. This right to reject shall remain even though part of the goods may have been accepted and used. The seller shall make repayments to the buyer for all unshipped portions of the order and for rejected goods for which the buyer has paid. Notwithstanding inspection or acceptance, the seller warrants that all goods and services furnished hereunder will be free from defects in workmanship and material. Rejected goods will be immediately returned at seller’s expense and credit taken at the time of the return, including cost of transportation both ways. No goods returned as defective may be replaced except as specified by us. There is a 15% charge for material received other than that which was ordered, or for damaged goods.
  2. Reasonable overruns not exceeding 10% will be allowed unless specified on the face of the purchase order. When an excessive overrun is authorized we shall not be obliged to accept any merchandise included in such authorized overrun unless you advise us in writing of the quantity of such overrun upon completion of manufacture. If an unauthorized overrun includes material manufactured to our specifications, it must be destroyed unless our prior written approval is obtained for its sale to other users.


  1. The shipping dates and/or delivery dates specified on the purchase order are based upon the use of the transportation service specified on the order. If for reasons other than those listed in the next sentence of this paragraph, it becomes necessary for us to request any expedited transportation service to meet the date specified for shipment and/or delivery, you agree to allow the difference in cost between the expedited transportation service and the transportation service originally specified. The provisions of the forgoing sentence shall not apply if the delay in shipment or delivery results from any of the following; changes in specifications or quantity requested in writing by us, requests in writing by us to discontinue production of the work covered by this order.


  1. The buyer reserves the right to cancel the purchase order or any part thereof (a) Time being of the essence of this contract, the order is subject to cancellation if not shipped by the specified time. Merchandise shipped after the time specified may be returned at the Seller’s expense. Purchaser shall have the privilege of accepting all or any part of the merchandise herein ordered, even though shipped late, without waiving its claim against Seller for damages, and retention of all or any part of such merchandise shall not be considered an acceptance of same. Purchaser shall be reimbursed in full for all merchandise returned. In addition thereto, Purchaser shall have the privilege, if shipment is not made in time, to purchase similar merchandise in the open market in such quantities as it may find necessary not exceeding the amount called for in the order and hold Seller for the difference, if any, between the price so paid and price herein specified.
    1. If materials or items shipped are not in accordance with blueprints or approved samples specifications, or are defective in workmanship or material, or are not satisfactory to the buyer.
    2. For causes due to any acts or demands of the Government or to fire, flood, strikes, war, embargo, lack of transportation, act of God, or any other cause or causes beyond the buyer’s control, which may or might in the buyer’s judgment, adversely affect the manufacture or sale of the buyer’s finished product.


  1. All cash discounts are taken starting with date of invoice or receipt of merchandise whichever is later.
  2. When material requires documentation or certification as stated on Purchase Order or in Specification referred to in Purchase Order, this requirement forms an inseparable obligation of the part of the Seller and invoices will not be processed for payment of any material called for until these documents have been received and verified.
  3. Any transportation instructions specified by Purchaser must be adhered to, Excess transportation costs for failure to comply will be automatically charged back to Seller, and Purchaser can either deduct same from any payment due Seller thereafter, or Seller shall remit such costs forthwith upon demand.
  4. Seller represents and warrants that the merchandise by the order does not and will not infringe upon or violate any trademarks, patents or other legal rights of third parties and agrees to indemnify and save Purchaser harmless from and against any and all claims, liability, loss, costs, attorney’s fees, expenses and damages due to or arising from any such alleged infringement or violation.
  5. The prices herein shall not be increased nor shall the terms and conditions hereof be changed without Purchaser’s written consent signed by a person authorized to sign or counter-signed the order.
  6. No waiver by either party of any default shall be deemed a waiver of any subsequent default.

YOUR CONSENT. By using a purchase order with C/S, you consent to this Purchase Orders Terms and Conditions.

CHANGES. If we decide to change this document, we will post those changes on this page, and/or update the Purchase Orders Terms and Conditions modification date below.

This policy was last modified on 12/19/2012

CONTACTING US. If there are any questions regarding this Purchase Orders Terms and Conditions you may contact us using the information below.


6696 State Route 405 Highway
Muncy, Pennsylvania 17756

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