IDEX Health & Science Technologies Companies
IDEX Health & Science LLC
Gast Manufacturing Inc.
Gast Group Ltd.
Gast Asia Inc.
JUN-AIR France S.A.S.
Trebor International Inc.
1. ACCEPTANCE: Acceptance of this order must be limited to the terms
hereof, expressed or implied, and any terms or conditions in such acceptance are
proposals which do not become part hereof unless buyer consents thereto in
writing. Seller's shipment of conforming or nonconforming goods in lieu of
acceptance as herein provided may, at the sole election of buyer, be treated as
seller's acceptance and assent to all terms and conditions hereof.
2. PRICE: If no price is specified herein it is agreed that the price
will be the lowest price for like goods of like quality charged by seller from
the date hereof until the date of delivery and in no event will the price be
higher than last previously quoted or charged to buyer unless notification is
received from the seller and authorization by the buyer ensues. Cash discount
period calculated from date acceptable invoice is received at an IDEX HST
Company, its successors and assigns.
3. WARRANTIES, INDEMNIFICATION AND ATTORNEY FEES: In addition to all
warranties implied in fact or law, seller expressly warrants that all goods
covered by this order (i) shall be of good quality and workmanship and free from
all defects; (ii) shall conform to all specifications, drawings, descriptions
and samples approved by buyer; (iii) shall be merchantable. Acceptance of or
payment for goods shall not constitute a waiver of warranties. Buyer's approval
of sample furnished for inspection is to assist seller and does not relieve
seller from responsibility to deliver goods conforming to all specifications,
drawings, and description.
Seller shall indemnify and hold buyer harmless
against any loss and expense buyer may sustain because of any defect in goods
and supplies hereunder or of failure of seller to deliver goods as herein
specified. Seller agrees to pay reasonable attorneys' fees for buyer in any
action or in any proceedings in any court, directly or indirectly involving a
defect in goods supplied hereunder or of the failure of seller to deliver said
goods. Seller expressly warrants and agrees it will not disclose and will
maintain the confidentiality of all matters and designs of buyer that seller has
access to or information about, directly or indirectly, as a result of this
4. TIME OF DELIVERY: Delivery dates specified herein are of the essence
of this contract. If this order provides for partial shipment, buyer may suspend
shipment of the balance upon notice to the seller, such suspended shipments to
be shipped on or
before last shipping date specified. Seller's failure to
deliver as specified permits cancellation by buyer of this order, or any part
thereof, without liability to seller.
5. CANCELLATION: In addition to all other rights provided herein and by
law, buyer reserves the right to cancel this order in whole or in part if the
goods do not conform to any express or implied warranty, if seller fails to make
deliveries as directed by buyer or upon seller's insolvency. If this order
requires or authorizes the delivery of goods in separate lots to be separately
accepted and if any goods or tender do not conform hereto, buyer may reject any
or all goods affected or the entire installment and any undelivered
installments. Buyer reserves the right to cancel any part of this order with
respect to goods which have not actually been shipped by seller if buyer's
ability to receive or use the goods is affected by any cause beyond its
reasonable control and buyer shall be charged only (i) the contract price for
conforming goods when delivered and(ii) seller's actual costs with respect to
the undelivered goods under this contract (including sums payable or paid by
seller to settle obligations assumed under the authority of this purchase
order),such total charge to be in no event greater than the contract price. Upon
such payment all goods in process and finished goods shall become the buyers
6. COMPLIANCE WITH LAW: Seller agrees to indemnify and save buyer, its
successors, assigns, customers and agents harmless against all costs, damages,
claims and demands for actual or alleged direct or contributory infringement of
any patents, either in the United States of America or any foreign countries,
trademarks in the United States of America or any foreign countries or similar
rights because of the sale or use of any of the goods specified herein.
acceptance hereof seller warrants that in its performance hereunder it will
comply with all applicable federal, state and local laws, rules, regulations and
administrative and executive orders, including but not limited to those
pertaining to discrimination, contract renegotiation, maximum ceiling prices,
fees for solicitation of contracts, security and inspection of records. Seller
further warrants to comply with applicable provisions of Executive Orders No.
10210, 10925, and 11246 the Buy America Act, the Walsh Healy Act and Fair Labor
Standards Act of 1938, as amended. Each invoice for goods must certify that the
goods invoiced were produced in accordance with the Fair Labor Standards Act of
1938, as amended. "The Equal Employment Opportunity Clause in Section202 of
Executive Order11246, as amended, relative to equal employment
and the implementing rules and regulations of the Office of Federal Contract
Compliance are incorporated herein, by specific reference." Seller represents
and certifies that the prices of the articles listed in this order do not
discriminate against any other purchaser unless in the nature of price
differentials permitted under Section 2(a) of the Clayton Antitrust Act as
amended by the Robinson-Patman Act. Seller shall indemnify and hold buyer
harmless against any loss sustained and expense incurred by reason of sellers
failure to comply with the foregoing.
7. REPAIRS AND SERVICE: Buyer reserves the right to make repairs on
defective material and to charge the seller with buyer's actual cost making
repairs when seller is behind in deliveries, or when repairs can be made by
buyer at less cost than by returning material to seller.
8. INSURANCE AND INDEMNIFICATION: If seller is to perform any services
for buyer on any premises owned or controlled by buyer or elsewhere, seller
agrees to: (i) keep the premises and work free and clear of all mechanic's
liens, and furnish to buyer proper affidavits and/or waivers certifying thereto;
(ii) perform the work at seller's sole risk prior to its written acceptance by
buyer and replace at seller's sole expense all work damaged or destroyed by any
cause whatsoever,(iii)indemnify and save buyer harmless against any and all
loss, damage and expense, direct or indirect, caused by or arising from any
damage or injury to property or person, including, without limitation, damage or
injury in seller's or buyer's employees or property, caused by or arising from
as in connection with the performance of work hereunder; (iv)carry workman's
compensation insurance covering all employees to be used by seller in connection
with such work and public liability insurance covering seller's liability
hereunder; (v) prior to commencing work hereunder furnish to buyer certificates
of its insurance carrier showing that such workman's compensation and liability
and property damage insurance is in force; (vi) indemnify, and save buyer
harmless against any and all liability arising hereunder by reason of any
applicable unemployment insurance laws.
9. DISCLOSURE OF INFORMATION: Any unpatented knowledge or information
concerning seller's products, methods or manufacturing processes which seller
may disclose to buyer shall, unless otherwise specifically agreed in writing
signed by the parties hereto, be deemed to have been disclosed as part of the
consideration for this order, and seller shall not assert any claim against
buyer as the result of buyer's use thereof. All drawings, specifications or
samples loaned to seller for rendering or production purposes, must be
considered strictly confidential and shall be preserved in good order, to be
returned promptly upon completion of work or termination of order.
10. CHANGES IN SPECIFICATIONS: The buyer reserves the right to make such
changes in specifications and designs as may be necessary or desirable after
this order is accepted. Any difference in contract price resulting there from
shall be agreed upon in writing and signed by the parties hereto.
11. DIES, TOOLS, JIGS: Unless otherwise herein agreed, die equipment,
tools, jigs, fixtures and patterns used in the manufacture of goods to be
furnished hereunder shall be supplied by and at the expense of the seller and
shall be kept in good condition, and shall be replaced when necessary by seller
without expense to buyer. Buyer has the option at any time to reimburse the
seller for the whole or any part of said dies, tools and patterns and
replacements, and become the owner and entitled to the possession of same.
Seller shall be responsible for the proper maintenance and safe delivery to
buyer of all die equipment, tools, jigs, fixtures and patterns paid for or
supplied by buyer and the same shall be subject to removal from seller's plant
on buyer's written notice.
12. INSPECTION: Material shall be deemed accepted until after final
inspection. The making or failure to make any inspection of, or payment for or
acceptance of the goods, shall in no way impair buyer's right to reject
nonconforming goods. Defective material will be returned at the seller's expense
including all transportation charges. Replacement of defective material is
subject to the option of the buyer.
13. PACKAGING: Materials must be packed and marked in such manner as to
permit securing lowest transportation rates. No additional charge for crating,
packing, etc. will be allowed unless specifically authorized.
14. SUSPENSION: The seller shall upon buyer's request suspend shipment and
delivery of material or equipment, and all work and operations hereunder, for
such period as buyer may request.
15. OVERSHIPMENTS: Overshipments against this order may be returned
freight collect and billed back at selling prices.
16. PATENTS: Seller guarantees that materials or supplies specified
herein and their sale or use, alone or in combination, will not infringe on any
United States or Foreign Patents and agrees to indemnify the buyer against all
judgments, decrees, costs, and expenses resulting from any such alleged
17. MISCELLANEOUS: Buyer as used herein means IDEX HST Company, its
successors and assigns.
In addition to all other rights of inspection herein expressed or
implied by law, buyer reserves the right to inspect any work being performed by
sellers and inspect seller's equipment and facilities, at any time during
Whenever buyer has the right to demand of seller adequate assurance of
due performance, buyer shall be the sole judge of the adequacy of assurance
given by seller.
No course or prior dealings between the buyer and seller inconsistent
with the terms of this agreement and no usage of the trade shall be relevant to
supplement or explain this contract.
No delay or omission by buyer in exercising any right or remedy
hereunder shall operate as a waiver thereof.
The seller and their equipment
and facilities are subject to FAA surveillance and