100 WEYMOUTH ST. UNIT A1 ROCKLAND, MA 02370
781-878-8100 WWW.BENDONGEAR.COM

PURCHASE ORDER TERMS AND CONDITIONS

REVISED 9/24/2019

ACCEPTANCE AND AGREEMENT OF ORDER

The seller’s commencement of work or shipment of the product or process identified on this order shall be deemed sufficient evidence of acceptance of the order. Acceptance of this order also acknowledges and accepts the terms defined herein. Any proposal for additional or altered terms by the Provider as well as any intended variances from these terms are hereby objected to and rejected by Bendon Gear. Such proposals shall not function as a rejection of this order unless the variances are in relation to the description, quantity, price, or delivery schedule of the product or process. All other proposals are considered a material alteration, and the order will be deemed accepted by the Provider and all terms shall apply as originally stated herein.

SHIPMENT

If delivery of a product is not made by the date indicated on this order, Bendon Gear reserves the right to cancel this order without any liability to the Provider whatsoever. If delivery of a process or service being conducted on Bendon Gear property cannot or will not be made by the date indicated on this order, Bendon Gear reserves the right to cancel this order without any liability to the Provider whatsoever, and the Provider must return all property to Bendon Gear in its original condition or with identification and certification of any work done on said property. In the event it becomes necessary for a Provider to expedite the shipment process in order to comply with the accepted delivery date, the Provider agrees to cover all shipping charges above and beyond the standard costs.

CHANGES

Bendon Gear shall have the right at any time to make changes in drawings, designs, specifications, materials, packaging, delivery date, and/or transportation method. If any such changes cause either an increase or decrease in the cost or time required for performance of the order, an equitable adjustment shall be made in writing. Provider agrees to accept any such changes as covered in this paragraph.

PRICE AND PAYMENT

The Provider warrants that the prices for products and/or services provided to Bendon Gear are not less favorable than those currently extended to any other customer for the same or similar products or processes in similar quantities. In the event the Provider reduces its prices for any such items, Provider agrees to reduce the prices on this order accordingly. No modification or adjustment of stated price may be made without a revised purchase order generated by Bendon Gear. If the order has been sent with no stated price, the price shall be the latest price quoted or paid, or the prevailing market price. Final price must be communicated and a corresponding order generated, prior to delivery to Bendon Gear. Bendon Gear pays invoices in full within 30 days of receipt for goods or services that fully satisfy the requirements of the order. Payment for goods or services that are found to be non-conforming to order requirements either in part or for the whole order, may be withheld until the non-conformance(s) have been rectified or other arrangements have been made. Partial payment for goods or services deemed to be conforming to order requirements and accepted by Bendon Gear may be requested by the provider.

SET OFF

All claims for money due or to become due from Bendon Gear shall be subject to deduction or set off by Bendon Gear by reason of any counterclaim arising out of this or any other transaction with Provider.

DELIVERY AND RISK OF LOSS

Delivery shall be FOB destination unless otherwise specified on the header of this order. Each invoice supplied to Bendon Gear shall show shipping charges as a separate item. Delivery is not complete until the goods have actually been received into Bendon Gear’s facility. Until that time, risk of loss or damage shall be upon the Provider, and any such loss or damage to goods or materials ordered shall not release Provider from any obligation under these terms. Bendon Gear reserves the right to refuse any C.O.D. shipment, unless mutually agreed upon.

Warranty

Provider expressly warrants that all goods or services provided under this agreement shall conform to all specifications and appropriate standards, will be new, and will be free from defects in material or workmanship. Provider warrants that all such goods and services will conform to any statements made on the containers, labels or advertisements for those items. Provider warrants that all goods will be adequately contained, packaged, preserved, marked and labeled. If the Provider knows or has reason to know the particular purpose for which Bendon Gear intends to use the goods or services, the Provider warrants that such goods or services will be fit for such particular purposes. Provider warrants that goods or services provided will conform in all respects to any samples provided. Inspection, testing, acceptance or use of the goods or services provided hereunder shall not affect the Provider’s obligation under this warranty. Provider’s warranty shall extend to Bendon Gear, its Customers, successors and users of products or services sold by Bendon Gear. Provider agrees to replace or correct defects of any products or services not conforming to the order requirements promptly without expense to Bendon Gear. If the Provider does not, or is not capable of correcting the defects, or replacing those with conforming parts, the Provider agrees to be responsible for all costs incurred by Bendon Gear in replacing or repairing those parts.

RIGHT OF ACCESS

Provider agrees to allow access to Bendon Gear, its customers, regulatory agencies or any subsequent owner or user of a product or service contained in this order. Access must include any applicable areas of the Provider’s and/or Outsourced Provider’s facility, as well as any documentation and records. Exceptions for proprietary processes must be identified and made in advance of acceptance of this order.

OUTSOURCING / SUB-TIER PROVIDERS

Provider may not outsource the products or services contained within this order without written permission from Bendon Gear. If permission is granted, all conditions of Bendon Gear’s order must be flowed down including these terms.

INDEMNIFICATION

Provider shall defend, indemnify and hold harmless Bendon Gear against all damages, claims or liabilities and expenses (including attorney’s fees) arising out of or resulting in any way from any defect in the products or services provided, or from any act or omission of the Provider, its agents, employees or subcontractors relating to this order. This indemnification shall be in addition to the warranty obligations of the Provider.

INSPECTION / TESTING

Bendon Gear reserves the right to inspect all products and services and to reject any or all items which are non-conforming or defective in either Bendon Gear’s or its customer’s judgement. Products or services rejected or delivered in excess of order expectations may be returned to the Provider at Provider’s expense. Bendon Gear may charge the Provider all related expenses including unpacking, inspecting, repacking, and supplies. In the event Bendon Gear receives products and/or services where defects or nonconformities are not initially apparent upon inspection, Bendon Gear reserves the right to required replacement as well as payment for damages incurred. Nothing contained in this order shall relieve the Provider in any way from their obligation of testing, inspecting and controlling the quality of the products and services provided. In the event that knowledge of a potential nonconformance or defect is identified by the Provider either during processing or after delivery, the Provider will immediately stop production and notify Bendon Gear

IDENTIFICATION

All invoices, certifications, test results, packing lists, packages, shipping notices / bills, instruction manuals, and other written documents relating to any items on this order shall contain the applicable order number. Packing lists shall be enclosed in each box or package shipped with the contents of each box easily identifiable.

COUNTERFEIT MATERIAL PREVENTION

Counterfeit Material may consist of any product or service delivered under this order that are the lowest level of separately identifiable items (components, goods, assemblies) which have been confirmed to be a copy, imitation or substitute that has further been represented, identified or marked as genuine and/or altered by a source without legal right to do so in an attempt to mislead, deceive or defraud. The Provider agrees and shall ensure that counterfeit material is never delivered to Bendon Gear and that products and services shall only be provided directly from the Original Component Manufacturer, Original Equipment Manufacturer, or through an OCM/OEM authorized distributor.

EXPORT CONTROL

The parts and technical data provided under this order may be subject to the International Traffic in Arms Regulation (ITAR, 22 CFR 120-130) or other similar regulations. When applicable, Provider agrees to comply with all applicable United States export control laws and regulations. Provider acknowledges that these regulations impose restrictions on the import, export, re-export and transfer of technology to foreign persons. Provider agrees that it will not transfer any export-controlled part or associated technical data to any foreign persons. Provider shall notify Bendon Gear in the event they are placed on any Denied Parties List or if their export privileges have been denied, suspended or revoked in whole or in part by a United States Government agency or entity. Provider shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expenses arising from any act or omission of the Provider, its officers, employees, agents, external providers or subcontractors at any tier, in the performance of any of its obligations under this clause.

BANKRUPTCY

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

ANTI-TRUST ASSIGNMENT CLAUSE

The Provider and Bendon Gear acknowledge that overcharges by manufacturers are in fact borne by Bendon Gear and not the Provider. Therefore, the Provider agrees to assign to Bendon Gear any and all claims which it may have for overcharges, as to products and services purchased in connection with any order between Bendon Gear and the Provider, arising out of anti-trust or similar actions, except as to overcharges which commence after the price has been established under any order and which are not passed on to Bendon Gear under an escalation clause.

TERMINATION OF CONVENIENCE OF BENDON GEAR

Bendon Gear reserves the right to terminate this order or any part of the order for its sole convenience. In the event of such termination, the Provider shall immediately stop all work related to the order and direct all its Providers to do the same. The Provider shall be paid a reasonable termination charge, consisting of a percentage of the order price which reflects a percentage of the actual work performed to that point on the order, plus actual direct costs resulting from the termination. Provider shall not be paid for any work done after receipt of the termination notice, nor for any costs incurred by the Provide or its suppliers which the Provider could have reasonably avoided.

TERMINATION FOR CAUSE

Bendon Gear may terminate this order in full or in part for cause in the event of any default or breach by the Provider, or if the Provider fails to comply with any of the terms and conditions contained herein. Late deliveries, delivery of defective or nonconforming products or services, and failure of the Provider to provide Bendon Gear with reasonable assurance of conforming future performance shall all be grounds for Bendon Gear to terminate this order for cause. Bendon Gear shall not be liable to Provider for any amount, and Provider shall be liable to Bendon Gear for any and all damages sustained by reason of default which gave rise to the termination.

PROPRIETARY INFORMATION – CONFIDENTIALITY

Provider shall consider all information released by Bendon Gear to be confidential and shall not disclose any such information to any other person, or to use the information itself for any purpose other than performance of this order, unless the Provider obtains written permission from Bendon Gear to do so. This clause applied to all drawings, orders, specifications, or any other document prepared by Bendon Gear for use in providing the product or service.

QUANTITY

Bendon Gear is not required to accept any variation in quantity except as specified in the order. Over-shipments may be returned to the Provider at Provider’s cost, which may include a reasonable charge for Bendon Gear’s handling. Bendon Gear may also retain the extra quantity at a price not more than is stated on the order. All Bendon Gear owned property must be returned regardless of its condition. Provider may not retain any property for any use, including display purposes.

RECORD RETENTION

All documents and records pertaining to this order must be kept and maintained for a period of 15 years following the delivery of the products or services of the order.

REVISION CONTROL

All work must be processed to the latest revision of any controlled document or specification unless otherwise specifically noted on the order.

PROVIDER PERFORMANCE

Provider performance is monitored and reviewed on a periodic basis. Bendon Gear requires that all providers maintain at minimum a 98% quality rating for product acceptance and a 95% on-time delivery rating. Bendon Gear only issues orders to Providers listed as approved and approval status may be affected by any provider not able to meet these performance markers. The Provider may request a current evaluation at any time.

SAFETY DATA SHEETS

Provider acknowledges they will provide Bendon Gear with current Safety Data Sheets and/or certificates of compliance for any restricted, prohibited, toxic or hazardous substances.

DFARS COMPLIANT MATERIAL

Provider acknowledges it will provide Bendon Gear with compliant material when required that meets the criteria for DFARS at the time the material is received at Bendon Gear. Provider will supply all relevant support data with the material.

FOREIGN OBJECT DEBRIS

Provider has an established FOD Prevention process or procedure equivalent to NAS412 and will ensure that no FOD is contained in or in contact with any product or service delivered to Bendon Gear.

EMPLOYEE COMPETENCE AND TRAINING

Provider acknowledges that any employee performing work on any part of the process required to complete an order for Bendon Gear has been adequately trained and is capable of performing that duty.

CALIBRATION OF MEASURING AND TEST EQUIPMENT

Provider has an established and documented procedure for calibrating equipment used to verify or validate the conformance of any characteristic of a product or service that will be delivered to Bendon Gear.

CERTIFICATIONS

Machining Providers: Must be capable of providing the following when required: inspection reports, certificates of conformance, and material and processing certifications.

Special Process Providers: Must provide processing certifications that properly identify the requirements stated on the order and shall not process any products or services for which they are not certified or approved.

Material Providers: Must provide original mill certifications as well as material certifications that properly identify the material type, alloy, size, specification and DFARS compliancy as required.

Calibration Labs: Must provide certifications that identify the standard the calibration is traceable to. Must also be certified to the latest revision of ISO 17025, ISO 10012, and/or ANSI/NCSL Z540.1

INSURANCE

Provider acknowledges that they maintain all necessary insurance coverages including liability and Worker’s Compensation policies. Provider indemnifies and holds harmless as well as actively defends Bendon Gear from any and all claims or liabilities arising out of any work provided to perform this order.

LIMITATIONS ON BENDON GEAR’S LIABILITY – STATUTE OF LIMITATIONS

In no event shall Bendon Gear be liable for anticipated profits or incidental or consequential damages. Bendon Gear’s liability on any claim of any kind for loss or damage arising out of or in connection with or resulting from this order, or from the performance or breach thereof shall in no case exceed the price allocable to the products or services identified on the order. Bendon Gear shall not be liable for penalties of any description. Any action resulting from any breach on the part of Bendon Gear as to the products or services delivered must be commenced within one year after the cause of action has accrued.

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 order and the remainder of the order shall not be affected.