ESI General Terms and Conditions
- Written acknowledgement of this order or the delivery of any supplies or the furnishing of services in accordance with this order shall constitute acceptance by the Seller subject to all terms and conditions hereof. There is no other agreement or understanding other than stated herein.
- Buyer is under no obligation to accept any shipment exceeding the quantity specified in this order and reserves the right to return, at Seller’s expense all or any portion of such excess amount shipped.
- Seller expressly warrants that all articles and work pursuant to this order will conform to their specifications, drawings, samples and other descriptions furnished or specified by the Buyer and will be merchantable, of first-class material and workmanship and free from defect. When material is made to Buyer’s blueprint, design shall not be used elsewhere without permission of the Buyer.
- All blueprints, patterns or tools used in filling this order and charged to the Buyer are to be considered Buyer’s property and will be delivered to the buyer at the option of the buyer.
- Seller warrants that all articles delivered, or services rendered, pursuant to this order will have been produced, sold, delivered or rendered to Buyer in compliance with all applicable Government laws, orders and regulations, including but without limitation the Federal Fair Standards Labor Act, as amended, and those governing standards, safety requirements, employment practices and prices.
- Articles shall be received subject to inspection and approval by Buyer and Buyer’s right to return, at Seller’s expense, if defective or not in compliance with Buyer’s specifications. Defects shall not be deemed waived by Buyer for failure to discover any defect or failure to notify Seller of defect after receiving shipment.
- In supplying any material services hereunder, Seller undertakes performance as an independent contractor.
- If Seller fails to deliver as when specified, Buyer may cancel this order, or any part thereof, without prejudice to its other rights, and Seller may be charged with any loss sustained by Buyer as a result of failure to deliver.
- Seller agrees to defend, indemnify and save harmless Buyer and its personnel, customers and users of any product or service furnished pursuant hereto against any claim, loss, damage, demand and expense (including reasonable attorney’s fee incurred in defending against the same) resulting from or arising out of:
- The performance of labor, work for service under or in the connection with this order;
- Actual or alleged infringement of any- patent, copyright or like right.
- Any defect in any product or service or work furnished pursuant hereto.
- Seller should not be liable for damages or delays in delivery beyond its control, but should such delays occur Buyer may agree to a revised delivery schedule or cancel this order without further liability on the part of the Buyer.
- If Seller ceases to conduct its operations in normal course (including becoming unable to meet its obligations as they mature) Buyer may cancel this order without further liability except for performance theretofore completed in accordance with the terms hereof.
- No variation of these terms in any confirmation of this purchase order shall apply unless agreed to in writing by Buyer. This purchase order and the underlying agreement have been entered into the State of Connecticut and both parties agree to confer jurisdiction upon the courts of that State to settle any dispute which may arise between the parties. In all such instances the law of the State of Connecticut shall be applied and control.
- By prior notice, suppliers shall allow ESI and ESI customers’ access to both their facilities and their supplier’s facility for the purpose of evaluating parts, processes, documents (i.e., FMEA, Control Plan, Instructions, records….), methodologies and systems used in the manufacturing of ESI products.
ESI may, at its discretion, use 3rd Party independent auditors. These individuals represent ESI and will audit the supplier’s processes to establish conformance to validated quality systems.