Price:† If no price is specified in this order, Seller's price shall not exceed the price last quoted or charged to Tec Cast or the prevailing market price, whichever is lower, unless otherwise agreed in writing.


Acceptance:†† This purchase order constitutes Tec Cast's offer to the Seller, and confirmation or commencement of performance shall constitute acceptance of this order by the Seller. Conditions stated by Seller in a quotation or in a confirmation of this order which conflict with or add to the terms and conditions stated in this order shall not be binding upon Tec Cast unless agreed to in writing.† By accepting this purchase order you are accepting Tec Castís terms and conditions in its entirety.


Changes:††††††† Tec Cast shall have the right at any time to make changes in drawings, designs, specifications, materials, packaging, time and place of delivery and method of transportation. If any such changes cause an increase or decrease in the cost, or the time required for the performance, an equitable adjustment shall be made and this agreement shall be modified in writing accordingly. Seller agrees to accept any such changes subject to this paragraph.


Seller shall notify Tec Cast of changes to product, processes, suppliers and facilities. Significant changes to Supplierís QA Program shall be provided to Tec Cast. Relocation of this work to a division, affiliate or subsidiary of the Sellerís company shall also be reported in writing to Tec Cast prior to relocation of the work.


Insurance:†††† In the event that Sellerís obligations hereunder require or contemplate performance of services by Seller's employees, or persons under contract to Seller, to be done on Tec Castís property, or property of Tec Cast's customer, the Seller agrees that all such work shall be done as an independent contractor and that the persons doing such work shall not be considered employees of Tec Cast. Seller shall maintain all necessary insurance coverage, including public liability and Worker's Compensation insurance. Seller shall indemnify and save harmless and defend Tec Cast from any and all claims or liabilities arising out of the work covered by this paragraph.


Setoff: †††††††††† All claims for money due or to become due from Tec Cast shall be subject to deduction or set off by Tec Cast by reason of any counterclaim arising out of this or any other transaction with Seller.


Delivery:††††††† Deliveries are to be made in quantities and at the times specified by Tec Cast. Tec Cast shall not be liable for payment of goods shipped in excess of the quantities stated. Tec Cast may from time to time change delivery schedules or temporarily suspend scheduled deliveries. All goods shall be suitably packed, marked and shipped in accordance with the requirements of common carriers in a manner to secure the lowest transportation cost and no additional charge for transportation shall be made to Tec Cast unless otherwise stated herein.



Cancellation:†††††††††††† Tec Cast may at any time terminate this order in whole or in part for its convenience upon written notice to the Seller in which event Seller will be entitled to reasonable expense (which shall not include lost profits) which amount shall in no event exceed the applicable pro rata portion of the contract price. Tec Cast 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 order, and failure to provide Tec Cast, upon request, reasonable assurances of future performance shall all be causes allowing Tec Cast to terminate this order for cause. In the event of termination for cause, Tec Cast shall not be liable to Seller for any amount, and Seller shall be liable to Tec Cast for any and all damages sustained by reason of the default which gave rise to the termination.


Modification:††††††††††††††††††††††† No waiver or modification of these conditions shall be binding upon Tec Cast unless agreed to by it in writing.


Inspection:†††† All goods shall be received subject to inspection by Tec Cast. Defective goods or goods not in conformance with specifications will be returned at Sellers expense and risk.


Warranty:†††† Seller guarantees that all goods called for in this order shall comply with the specifications herein and warrants that the goods are of merchantable quality and fit and safe for their intended use, and Seller agrees to reimburse Tec Cast for all losses or damages sustained by it by reason of Seller's breach of such warranties. Acceptance of this order shall constitute an agreement upon Seller's part to indemnify Tec Cast against all liability, loss and damage sustained by it by reason of the failure of the goods to conform to such warranties.


Indemnification:†††††† Seller shall defend, indemnify and hold harmless Tec Cast against all damages, claims or liabilities and expenses (including attorney's fees) arising out of or resulting from any defect in the goods purchased hereunder, or from any act or omission of the Seller, its agents and/or its employees. This indemnification shall be in addition to the warranty obligations of the Seller.


Patent, Trademark and Copyright Indemnity:†††† Except to the extent that this order calls for goods to be supplied in accordance with Tec Cast's drawings or specifications, Seller shall indemnify Tec Cast against any loss, damages, costs, claims, or judgments for actual or alleged infringement of any patent, trademark or copyright arising from the purchase, use, sale or lease of any goods purchased by it pursuant to this order.


Assignment and Subcontracting:††† This order may not be assigned or subcontracted in whole or in part without the prior written consent of Tec Cast.


Waiver:††††††††† Tec Cast's failure to demand performance of any of the terms or conditions herein or to exercise any of its rights or privileges or any waiver of a breach hereunder shall not be deemed a waiver of any other terms, conditions, privileges or occurrence of the same or similar type.



Nonconforming Product:†††† Supplier shall notify Tec Cast of any nonconformanceís in material supplied by Tec Cast. Such nonconforming material shall not be disposed of without written approval from Tec Cast. The Seller shall make, in writing to Tec Cast, any request for modifications (i.e., changes, deviations, waivers) to any established requirements.


Right of Access:††††††† Tec Cast shall have limited, escorted, prescheduled access to all facilities of the Seller, and its sub-tier Sellers, involved in the order. This access shall also be accorded to Tec Castís customer, and authorities. This access applies to all facilities and to all applicable records used for engineering, production and testing for the purpose of verifying compliance with the requirements of the Tec Cast Purchase Orders. Tec Cast reserves the right to perform verification at the Sellerís facilities including, but not limited to, such activities as witnessing operations in progress, reviewing quality assurance documents and records and performing audits. Upon request, Seller shall provide Tec Cast any and all quality information, documents, and records as required. Personnel representing the Tec Cast customer shall be accorded similar rights when accompanied by a Tec Cast representative.


If government source inspection (GSI) is required on this order, the Seller shall notify the cognizant DCMA office (14) working days prior to when inspections will be required. GSI may include product reviews, storage, in-process, and final inspection areas. Tec Castís intention is to schedule GSI on a non-interference basis and in conjunction with the Tec Castís source inspections/surveillances whenever possible.


Inspection or authorization by Tec Cast, or GSI, does not relieve Seller of its obligation to provide items that are in compliance with the requirements of the Purchase Order.


Records:†††††††† Seller is required to provide, and adequately maintain, documented quality records indefinitely after delivery of procured items unless otherwise specified in writing by Tec Cast.† Prior to disposing of quality records, Supplier must notify Tec Cast or, alternatively, forward all quality records to Tec Cast upon completion of the contract.



Flowdown of Requirements:††††††††††† Seller shall establish in his sub-tier Purchase Orders those requirements necessary to assure that each item delivered has been controlled, manufactured, and inspected in compliance with the requirements of the Tec Cast Purchase Order.



Terms & Conditions of Purchase Ė Revised 8/21/2015