Purchase Order Terms & Conditions

APPLICABILITY: The following terms and conditions apply to all purchases by Health-Mor. Acceptance of this order by acknowledgement, shipment of product, or performance of services shall constitute acceptance of these Terms and Conditions. When accepted, this offer shall be the entire contract between the parties and may be modified only by an agreement signed by an authorized representative of each party.

PRICES: All prices, including delivery terms, are firm unless otherwise agreed in writing. Health-Mor shall receive the benefit of any price reduction which Seller may make in its established selling price for the goods described herein, if such reduction occurs before shipment of goods. No charges of any kind, including charges for boxing, packing, loading, storage, bracing, cartage or taxes will be allowed unless specifically agreed to by Health-Mor in writing.

DELIVERY: Each purchase order will specify the dates at which product must be received at Health-Mor location. Time is of the essence for all deliveries. Seller shall notify Health-Mor immediately of any failure to ship the required quantity in time for the specified delivery date. If through Seller's fault delivery is late, or replacement shipment is required due to non-conforming material, Health-Mor shall have the right to request expedited delivery at Seller expense or charge Seller for time related to production sorts, rework or interruptions due to the late deliveries.

QUALITY: Seller warrants that all goods covered by this order shall conform to all drawings, descriptions, blueprints, standards, specifications, samples, or instructions issued in connection to the goods. Seller warrants the goods are of first-class materials and workmanship and free from all defects and that such goods are merchantable and are suitable for the purpose intended. Seller shall provide inspection and certification documentation as proof of conformity for supplied goods. Such documentation may allow for a procurement discount or speed payment of invoices.

Seller shall document initial supplier capability, and make no changes to the goods without written consent from Health-Mor.

All supplied goods are subject to inspection and approval by Health-Mor. If any of the goods are found to be defective in material, workmanship, suitability or otherwise not in exact conformity with requirements of the order, Health-Mor, in addition to any other rights which it may have under warranties or otherwise, shall have the right to reject and return such goods to Seller, at Seller expense for transportation both ways and any fees incurred due to nonconformity. Such goods shall be destroyed or repaired to Health-Mor specifications, at the option of Health-Mor, but shall not be replaced without written authorization from Health-Mor.

Seller agrees to indemnify and save harmless Health-Mor against any and all liabilities whatsoever for damages and injuries incurred by Health-Mor employees or customers by virtue of nonconformity to drawings, blueprints, standards, specifications, samples or instructions, defective materials or workmanship in such goods or because of unsuitability for the purpose intended. Approval of Health-Mor inspectors or failure to inspect shall not affect Seller warranty obligation or any other obligation or liability under this purchase order.

QUANTITY: Goods shipped in excess of quantity designated in this order or in any shipping instructions may be returned at Seller expense and risk of loss.

INVOICES: HMI purchase order numbers, part number, quantity and description must be shown on all packing lists and bills of lading. Invoices in duplicate shall be rendered separately for each delivery and be rendered with order number clearly noted. For invoices subject to cash or discount, the discount period will be calculated from the later of the date the invoice is received by Health-Mor or the date the goods are received by Health-Mor. For invoices subject to procurement discount, proof of source inspection and certification is required.

EQUIPMENT: Ownership of equipment and all related items used in connection with these goods shall at all times remain with Health-Mor. Equipment shall include machinery, tooling, artwork and fixtures or any other equipment provided by Health-Mor.

Within 30 days after delivery of equipment, Seller shall provide an equipment list detailing and identifying all of the equipment owned by Health-Mor. Annually the seller shall provide Health-Mor an updated equipment list. Health-Mor shall have the right at any reasonable time, to visit the facility at which the equipment is located and to remove the equipment from Seller premises.

PATENTS: Seller warrants that the use or sale of the goods supplied herewith will not infringe the claims of any patent and Seller shall defend, protect, indemnify, and save harmless Health-Mor, its successors, assigns, customers and users of its products, from and against claims, damages, judgments, expense and loss arising from infringement or alleged infringement of any patent by any of the goods delivered hereunder, and Seller shall defend or settle at its own expense any suit or proceeding brought against Health-Mor, its successors, assigns, customers and users of its products, for such infringement, provided Seller is notified promptly in writing of the commencement of such suit or proceeding and is given authority, information and assistance by Health-Mor, its successors, assigns, customers or users of its products for the defense or settlement thereof. This provision however shall not apply to infringements by reason of the use of any goods delivered hereunder in combination with other materials or in the practice of any process.

CONTINGENCIES: Neither party hereto shall be liable to the other for default or delay in delivering or accepting goods hereunder if caused by fire, strike, riot, war, Acts of God, delay of carriers, governmental order or regulation, complete or partial shutdown of plant by reason of inability to obtain raw materials or power and/or any other similar or different contingency beyond the reasonable control of the respective parties. However, each party hereto shall promptly notify the other of any such delay in delivery or acceptance. At the option of Health-Mor deliveries delayed or not made because of such cause may be suspended, reduced or eliminated from this order without charge to Health-Mor.

COMPLIANCE WITH LAWS: Seller shall comply with all applicable State, Federal, and local laws, rules and regulations and agrees to hold Health-Mor harmless from all liability resulting from failure of such compliance. Seller shall provide Material Safety Data Sheets (MSDS) on first shipments as per the Occupational Safety and Health Act of 1970.

ASSIGNMENT: This order is issued to the Seller in reliance upon its personal performance of the duties imposed and in reliance on Seller skill and judgment. By accepting the same the Seller agrees not to assign this order or delegate the performance of its duties without the consent in writing of Health-Mor. Any such assignment or delegation attempted without the previous written consent of Health-Mor shall effect, at the option of Health-Mor, a cancellation of all Health-Mor obligations hereunder.

TITLE: Title to and risk of loss to the goods herein purchased shall remain in Seller until delivery of said goods to Health-Mor at Health-Mor plant or other location as specified herein. If the goods are destroyed prior to title passing then Health-Mor has the option to either cancel the order or require Seller to deliver substitute goods of equal quantity and quality as soon as commercially practicable. If the loss of goods is partial then Health-Mor has the option to require Seller to deliver the goods not destroyed upon the terms of this purchase order.

CHANGES: Health-Mor may at any time, by written change order, make changes in (1) quantities ordered, (2) the drawings, blueprints, standards descriptions, specifications or instructions applicable to the goods covered by this purchase order, (3) the method of shipment and packing and/or (4) the place of delivery. If any such changes affect the time for performance or the cost of manufacturing such goods, Seller shall within 5 days notify Health-Mor and Health-Mor shall make an equitable adjustment in the purchase price or the delivery schedule, or both. No changes or modification may be made to any goods, components, tooling, processes or manufacturing sites without Health-Mor prior written consent.

CANCELLATIONS: Health-Mor reserves the right to cancel this order in whole or in part if goods (1) are defective in materials, workmanship or quality; (2) are not shipped as specified herein or in change notice issued in connection herewith; (3) are not in accordance with the drawings, blueprints, standards, samples, specifications or instructions applicable to this order, of if Seller (4) fails to comply with other terms and conditions of this order; (5) fails to perform any of its promises or warranties in connection with this order or such goods; (6) shall become insolvent, or shall commit an act of bankruptcy; (7) has a voluntary or involuntary petition in bankruptcy filed against him; (8) has legal proceedings instituted against him by creditors or stockholders; (9) has legal proceedings instituted for the appointment of a receiver, trustee, or assignee for him or his property; or (10) if at any time, in the sole judgment of Health-Mor, Seller condition shall be such as to endanger or impair Seller ability to perform this order. Health-Mor may also cancel this order in full or in part at Health-Mor convenience, provided that in such event Health-Mor will pay Seller reasonable costs for said cancellation.

HMI-FURNISHED MATERIAL: Seller shall not use, reproduce, or appropriate for or disclose to anyone any material, tooling, dies, drawings designs or other property or information furnished by Health-Mor without the written consent of Health-Mor. Title to all such items shall remain in Health-Mor, and such items, where practicable, shall be clearly marked or tagged to indicate ownership. Such items shall be held at Seller risk, and shall be insured by Seller while in its custody or control in an amount equal to the replacement cost thereof with the proceeds of loss to be paid to Health-Mor.

WAIVER: No waiver or breach of any provision herein shall constitute a waiver of any other breach of such provision. Any waiver, amendment, modification or alteration of any provision herein, or any different terms in Seller acknowledgement of this order shall not be binding on HMI unless agreed to in writing by Health-Mor. Shipment of goods pursuant to order shall be deemed to be an acceptance by Seller of the terms and conditions of this order.