North Atlantic PO Terms and Conditions

Purchase Order Terms and Conditions

THE FOLLOWING TERMS AND CONDITIONS SHALL BE APPLICABLE TO ALL PURCHASE ORDERS ATTACHED HERET0:

ONLY NORTH ATLANTIC COMPONENTS, INC. (NORTH ATLANTIC) EMPLOYEES ARE ALLOWED TO ISSUE, AMEND OR CANCEL A NORTH ATLANTIC PURCHASE ORDER ARE ITS;(I) PURCHASING AGENTS (II) CHIEF EXECUTIVE OFFICER (III) PRESIDENT OR (IV) CHIEF FINANCIAL OFFICER. ACCORDINGLY, IT IS THE SELLER’S EXPRESS RESPONSIBILITY TO ASSURE THAT THIS PURCHASE ORDER IS ISSUED BY ONE OF THE AFOREMENTIONED AUTHORIZED NORTH ATLANTIC EMPLOYEES. ISSUANCE BY AN UNAUTHORIZED NORTH ATLANTIC EMPLOYEE MAY RESULT IN NORTH ATLANTIC NOT HONORING, WITHOUT ANY SUBSEQUENT SELLER RECOURSE ANY SELLER INVOICES ISSUED PURSUANT TO THIS PURCHASE ORDER.

  1. ACCEPTANCE: COMMENCEMENT OF PERFORMANCE PURSUANT TO THIS PURCHASE ORDER       CONSTITUTES ACCEPTANCE HEREOF BY SELLER, IF DELIVERY DATES CANNOT BE MET, SELLER MUST       INFORM NORTH ATLANTIC IN WRITING NOT LATER THAN TEN (10) BUSINESS DAYS FROM THE DATE       HEREOF SELLER’S BEST POSSIBLE DELIVERY FOR ACCEPTANCE.

  2. TIME OF DELIVERY: NORTH ATLANTIC’S PRODUCTION OF SCHEDULES ARE BASED UPON DELIVERY       TO NORTH ATLANTIC AT 711-1 KOEHLER AVENUE, RONKONKOMA, NY 11779 BY THE DATE SPECIFIED       ON THE FACE OF THIS PURCHASE ORDER. IF DELIVERIES ARE NOT MADE BY THE TIME AGREED UPON,       NORTH ATLANTIC RESERVES THE RIGHT TO CANCEL OR TO PURCHASE ELSEWHERE, AND HOLD       SELLER RESPONSIBLE THEREFORE. ACCEPTANCE OF LATE DELIVERIES SHALL NOT BE DEEMED A       WAIVER OF NORTH ATLANTIC’S LOSS OR DAMAGE RESULTING THEREFROM, NOR SHALL IT ACT AS A       MODIFICATION OF SELLERS OBLIGATION TO MAKE FURTHER DELIVERIES IN ACCORDANCE WITH       THE DELIVERY SCHEDULE.

  3. PRICE/PAYMENTS: THE PRICE OF THE PRODUCTS AND/OR MATERIALS IS THAT SPECIFIED ON THE       FRONT OF THIS PURCHASE ORDER. PAYMENT WILL BE ACCORDING TO THE TERMS SPECIFIED ON THE       FRONT OF THIS PURCHASE ORDER.

  4. TAXES: EXCEPT AS MAY BE OTHERWISE PROVIDED IN THIS PURCHASE ORDER, THE CONTRACT PRICE       INCLUDE ALL APPLICABLE FEDERAL, STATE AND LOCAL TAXES IN EFFECT ON THE DATE OF THIS       PURCHASE ORDER. INCASE OF NEW TAXES OR INCREASED RATES OR THE REPEAL OF TAXES OR THE       REDUCTION OF RATES, THE CONTRACT PRICE SHALL BE ADJUSTED ACCORDINGLY. UPON       PRODUCTION OF AN EXEMPTION RESALE CERTIFICATE IN THE APPROPRIATE FORM FOR THE       JURISDICTION OF NORTH ATLANTIC’S PLACE OF BUSINESS AND ANY JURISDICTION TO WHICH THE       PRODUCTS AND MATERIALS ARE TO BE SHIPPED HEREUNDER, NORTH ATLANTIC SHALL NOT BE       RESPONSIBLE FOR PAYMENT OF ANY SALES TAXES.

  5. SELLER’S WARRANTIES: SELLER WARRANTS ALL PRODUCTS OR MATERIALS HEREUNDER TO BE FREE       FROM DEFECT IN MATERIAL, OR WORKMANSHIP, TO BE IN GOOD WORKING ORDER, AND TO       CONFORM STRICTLY TO THE SPECIFICATIONS, DRAWINGS OR SAMPLES FURNISHED. AT NORTH       ATLANTIC’S OPTION, SELLER SHALL PROMPTLY REPAIR OR REPLACE DEFECTIVE ITEMS AFTER       RECEIPT OF NORTH ATLANTIC’S WRITTEN NOTICE OF A DEFECT, OR NORTH ATLANTIC MAY REJECT       ANY DEFECTIVE ITEM(S) AND OBTAIN FROM SELLER, A FULL REFUND OR CREDIT FOR ANY       PAYMENTS THEREFORE PLUS TRANSPORTATION CHARGES FOR THEIR RETURN. THIS WARRANTY       SHALL SURVIVE ANY INSPECTION, DELIVERY ACCEPTANCE OF, OR PAYMENT BY NORTH ATLANTIC       FOR THE PRODUCTS, MATERIALS OR SERVICES. SELLER FURTHER WARRANTS: (1) THAT ALL       PRODUCTS, MATERIALS AND/OR SERVICES FURNISHED HERETO ARE FREE AND CLEAR OF ALL LIENS       AND ENCUMBRANCES, AND (2) SELLER HAS THE FULL RIGHT, POWER AND AUTHORITY TO SELL AND       TRANSFER TITLE TO ALL SUCH PRODUCTS, MATERIALS AND SERVICES TO NORTH ATLANTIC.

   6. PRODUCT/MATERIALS PROCURED FROM CHINA: WE WILL NOT ACCEPT ANY PRODUCT/MATERIALS        PROCURED FROM CHINA. IF PRODUCT/MATERIALS ARE PROCURED FROM A SUPPLIER LOCATED IN        CHINA, WITHOUT WRITTEN APPROVAL FROM NORTH ATLANTIC, WE WILL RETURN THE        PRODUCT/MATERIALS FOR A 100% REFUND. IF PRIOR WRITTEN CONSENT IS RECEIVED FROM        NORTH ATLANTIC TO PROCURE PRODUCT/MATERIALS FROM A SUPPLIER LOCATED IN CHINA, A 150        DAY, 100% REFUND, RETURN POLICY IS REQUIRED.

   7. QUANTITIES: UNLESS OTHERWISE PROVIDED, THE PRODUCTS AND MATERIALS PURCHASED        HEREUNDER MAY BE DELIVERED IN ONE OR MORE SHIPMENTS. PROVIDED THAT ALL PRODUCTS AND        MATERIALS ARE RECEIVED BY NORTH ATLANTIC BY THE DATE SPECIFIED HEREIN.

   8. PACKAGING AND MARKING: SELLER SHALL BE RESPONSIBLE FOR SAFE AND ADEQUATE        PACKAGING OF THE ITEMS. SELLER SHALL SEPARATELY NUMBER ALL CASES AND PACKAGES,        SHOWING THE CORRESPONDING NUMBERS ON INVOICES. AN ITEMIZED PACKING SLIP BEARING        THIS ORDER NUMBER SHALL BE PLACED IN EACH CONTAINER. NO EXTRA CHARGE SHALL BE MADE        FOR PACKING MATERIALS UNLESS AUTHORITY THEREFORE IS SET FORTH IN THIS ORDER.

   9. TITLE AND RISK OF LOSS: ALL SHIPMENTS SHALL BE MADE F.O.B. SELLER’S SHIPPING DOCK.        DELIVERY WILL BE DEEMED COMPLETE AND RISK OF LOSS OR DAMAGE TO ALL ITEMS SHALL PASS        TO NORTH ATLANTIC UPON DELIVERY TO THE CARRIER

 10. INSPECTION: INSPECTION SHALL BE MADE BY NORTH ATLANTIC AT THE TIME AND PLACE OF        DELIVERY. IF MATERIAL SPECIFICATIONS ARE NOT MET, THE NONCONFORMING MATERIAL MAY BE        RETURNED AT THE SELLER’S EXPENSE, INCLUDING HANDLING, TRANSPORTATION COSTS AND RISK        OF LOSS. NORTH ATLANTIC MAY, AT ITS SOLE DISCRETION, CANCEL THIS PURCHASE ORDER, AND        SELLER ACCEPTS LIABILITY FOR ANY LOSS OR INCREASED EXPENSES CAUSED NORTH ATLANTIC        DUE TO ANY SUCH CANCELLATION AND ISSUANCE OF A REPLACEMENT PURCHASE ORDER

 11. TRANSPORTATION: UNLESS OTHERWISE SPECIFIED OR AGREED TO BY NORTH ATLANTIC, SELLER        SHALL SHIP VIA THE CARRIER SPECIFIED BY NORTH ATLANTIC, FREIGHT COLLECT ON NORTH        ATLANTIC’S ACCOUNT. NORTH ATLANTIC SHALL BEAR THE EXPENSE OF ANY TRANSPORTATION        INSURANCE COVERING ITS RISK OF LOSS. SELLER SHALL BEAR THE EXPENSE OF ANY ABNORMAL        OR PREMIUM TRANSPORTATION CHARGES, UNLESS SUCH SERVICES ARE SPECIFICALLY REQUESTED        AND APPROVED BY AN AUTHORIZED NORTH ATLANTIC EMPLOYEE.

 12. ROUTING INSTRUCTIONS: ANY LOSSES OCCURRING FROM DEVIATION OF NORTH ATLANTIC’S        ROUTING INSTRUCTIONS WILL BE BORNE AND CHARGED TO THE SELLER.

 13. EVIDENCE OF SHIPMENT: SELLER SHALL FORWARD TO NORTH ATLANTIC, WITH THE INVOICE, THE        EXPRESS RECEIPT OR BILL OF LADING; SIGNED BY THE CARRIER, EVIDENCING THE FACT THAT        SHIPMENT HAS BEEN MADE.

 14. PATENT INDEMNITY: SELLER SHALL INDEMNIFY AND HOLD HARMLESS NORTH ATLANTIC, ITS        CUSTOMERS, AND THOSE FOR WHOM NORTH ATLANTIC MAY ACT, FROM AND AGAINST ALL LEGAL        EXPENSES THAT MAY BE INCURRED, AS WELL AS DAMAGES, LOSSES AND COSTS WHICH MAY BE        ASSESSED AGAINST OR BORNE BY NORTH ATLANTIC, BY REASON OF ANY AND ALL ACTIONS OR        PROCEEDINGS CHARGING INFRINGEMENT OF ANY PATENT, TRADEMARK, OR COPYRIGHT BY        REASON OF THE SALE OR USE OF ANY ITEMS DELIVERED HERE UNDER. IF THE USE OR SALE OF ANY        ITEM WITH RESPECT TO WHICH SELLER INDEMNIFIES NORTH ATLANTIC, IS ENJOINED AS A RESULT        OF SUCH ACTION OR PROCEEDING, SELLER, AT NO EXPENSE TO NORTH ATLANTIC, SHALL OBTAIN        FOR NORTH ATLANTIC AND ITS CUSTOMERS THE RIGHT TO USE AND SELL SAID ITEMS OR SHALL        SUBSTITUTE EQUIVALENT ITEMS, IF ALLOWABLE. IN THE EVENT THAT THE SELLER IS UNABLE TO        SECURE AN EQUIVALENT ITEM AS A SUBSTITUTE, SELLER, WILL INDEMNIFY NORTH ATLANTIC AND        ITS CUSTOMERS FOR ANY KIND AND ALL LOSSES OR DAMAGES SUSTAINED BY REASON OF SUCH        INJUNCTION AND INFRINGEMENT.

 15. SELLER’S INDEMNIFICATION: SELLER AGREES, AT ITS EXPENSE, TO REIMBURSE, INDEMNIFY, HOLD        HARMLESS AND DEFEND NORTH ATLANTIC, ITS OFFICERS, AGENTS AND EMPLOYEES AGAINST ANY        AND ALL DAMAGES, LOSSES AND EXPENSES, INCLUDING REASONABLE ATTORNEY’S FEES, AND ANY        AND ALL CLAIMS, LIABILITIES, OR PENALTIES, INCLUDING BUT NOT LIMITED TO CLAIMS OF        BODILY INJURY, PROPERTY OR OTHER DAMAGE, ARISING OUT OF ANY USE, POSSESSION,        CONSUMPTION OR SALE OF SAID PRODUCTS, MATERIALS OR SERVICES AND FROM ANY FAILURE OF        SELLER TO PERFORM UNDER THIS PURCHASE ORDER. SELLER SHALL OBTAIN ADEQUATE INSURANCE        TO COVER ITS LIABILITY UNDER THIS PURCHASE ORDER.

 16. SPECIFICATIONS: ANY SPECIFICATIONS, DAMAGES, NOTES, INSTRUCTIONS, ENGINEERING NOTICES,        OR TECHNICAL DATA REFERRED TO IN THIS PURCHASE ORDER SHALL BE DEEMED TO BE        INCORPORATED HEREIN BY REFERENCE AS IF FULLY SET FORTH.

 17. TITLE TO DRAWINGS AND SPECIFICATIONS: SELLER SHALL USE ANY DRAWINGS AND/OR        SPECIFICATIONS FURNISHED BY NORTH ATLANTIC TO SELLER ONLY IN CONNECTION WITH THIS        PURCHASE ORDER, AND SHALL NOT DISCLOSE SUCH DRAWINGS AND SPECIFICATIONS TO ANY        PERSON, FIRM OR CORPORATION OTHER THAN NORTH ATLANTIC OR SELLER’S EMPLOYEES,        SUBCONTRACTORS OR GOVERNMENTAL INSPECTORS. SELLER SHALL UPON NORTH ATLANTIC’S        REQUEST OR UPON COMPLETION OF THIS PURCHASE ORDER, PROMPTLY RETURN ALL DRAWINGS        AND SPECIFICATIONS TO NORTH ATLANTIC.

 18. CONSIGNMENT: SPECIFICATIONS, PARTS, COMPONENTS AND SAMPLES FURNISHED TO SELLER BY        NORTH ATLANTIC ON OTHER THAN A CHARGE BASIS, SHALL BE HELD BY SELLER ON CONSIGNMENT,        AND UPON THE COMPLETION OF THIS ORDER, SHALL BE RETURNED TO NORTH ATLANTIC OR        OTHERWISE SATISFACTORILY ACCOUNTED FOR. UNLESS OTHERWISE AGREED, SELLER, AT ITS        EXPENSE, SHALL INSURE ALL SUCH ITEMS FOR THE REASONABLE VALUE THEREOF AGAINST LOSS        OR DAMAGE OF ANY KIND.

 19. BANKRUPTCY: IN THE EVENT OF ANY PROCEEDING, VOLUNTARY OR INVOLUNTARY, IN        BANKRUPTCY OR INSOLVENCY BY OR AGAINST THE SELLER, INCLUDING ANY PROCEEDING UNDER        THE FEDERAL BANKRUPTCY ACT OR IN THE EVENT OF THE APPOINTMENT, WITH OR WITHOUT        SELLER’S CONSENT, OF AN ASSIGNEE FOR THE BENEFIT OF CREDITORS, OR A RECEIVER, OR IF        SELLER OTHERWISE BECOMES FINANCIALLY INSOLVENT, NORTH ATLANTIC MAY ELECT TO CANCEL        ANY UNFILLED PORTION OF THE PURCHASE ORDER WITHOUT FURTHER LIABILITY.

 20. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: SELLER SHALL COMPLY WITH ALL        APPLICABLE FEDERAL, STATE AND LOCAL LAWS AND ORDINANCES, AND ALL LAWFUL ORDERS,        RULES AND REGULATIONS THEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE APPLICABLE        PROVISIONS OF THE FAIR LABOR STANDARDS ACT OF 1938 AS AMENDED. THE OCCUPATIONAL        SAFETY AND HEALTH ACT (OSHA), THE WORKER’S COMPENSATION ACT, AND ALL REGULATIONS        AND STANDARDS AND ANY AMENDMENTS ISSUED THERETO. SELLER WARRANTS THAT THE ITEMS        DELIVERED SHALL COMPLY WITH THE FOREGOING, AND AGREES TO INDEMNIFY NORTH ATLANTIC        AND NORTH ATLANTIC’S CUSTOMERS FOR ANY LOSS OR DAMAGE SUSTAINED BECAUSE OF SELLER’S        NONCOMPLIANCE.

 21. ASSIGNMENT: SELLER SHALL NOT DELEGATE ANY DUTIES, NOR ASSIGN ANY RIGHTS OR CLAIMS        UNDER THIS PURCHASE ORDER, OR FOR BREACH THEREOF, WITHOUT PRIOR WRITTEN CONSENT OF        NORTH ATLANTIC, AND ANY SUCH ATTEMPTED DELEGATION OR ASSIGNMENT SHALL BE VOID. ALL        CLAIMS FOR MONEYS DUE OR TO BECOME DUE FROM NORTH ATLANTIC SHALL BE SUBJECT TO        DEDUCTION BY NORTH ATLANTIC FOR ANY SETOFF OR COUNTER CLAIM ARISING OUT OF THIS OR        ANY OTHER OF NORTH ATLANTIC’S PURCHASE ORDERS WITH THE SELLER, WHETHER SUCH SETOFF        OR COUNTER CLAIM AROSE BEFORE OR AFTER ANY SUCH ASSIGNMENT BY THE SELLER.

 22. MODIFICATION OF ORDER: THIS ORDER CONTAINS ALL THE AGREEMENTS AND CONDITIONS OF        SALE, AND NO COURSE OF DEALING OR USAGE OF THE TRADE SHALL BE APPLICABLE UNLESS        EXPRESSLY INCORPORATED IN THIS ORDER. THE TERMS AND CONDITIONS CONTAINED IN THIS        ORDER MAY BE ADDED TO, MODIFIED, SUPERSEDED, OR OTHERWISE ALTERED EXCEPT BY A        WRITTEN MODIFICATION SIGNED BY AN AUTHORIZED REPRESENTATIVE OF NORTH ATLANTIC AND        DELIVERED BY NORTH ATLANTIC TO SELLER. EACH DELIVERY SHALL BE DEEMED TO BE ONLY UPON        THE TERMS AND CONDITIONS CONTAINED IN THIS ORDER, NOTWITHSTANDING ANY TERMS AND        CONDITIONS THAT MAY BE CONTAINED IN ANY ACKNOWLEDGMENT, INVOICE, OR OTHER FORM OF        SELLER, AND NOTWITHSTANDING NORTH ATLANTIC’S ACT OF ACCEPTING OR PAYING FOR ANY        DELIVERY OR SIMILAR ACT OF NORTH ATLANTIC.

 23. BINDING EFFECT: THIS PURCHASE ORDER AND THE ACCEPTANCE THEREOF SHALL BE A CONTRACT        MADE IN THE STATE ON NEW YORK AND GOVERNED BY THE LAWS THEREOF.

 24. NO WAIVER OF CONDITIONS: NORTH ATLANTIC’S FAILURE TO INSIST UPON STRICT COMPLIANCE        SHALL NOT BE DEEMED TO BE A WAIVER OF ANY RIGHT, AND WAIVER OF A RIGHT UNDER THIS        ORDER SHALL NOT CONSTITUTE A WAIVER OF ANY OTHER RIGHT OR WAIVER OF ANY OTHER        DEFAULT UNDER THIS ORDER. WAIVER OF ANY RIGHT OR REMEDY MAY ONLY BE DONE BY WRITTEN        AGREEMENT SIGNED BY A DULY AUTHORIZED OFFICER OF NORTH ATLANTIC.

 25. NOTICES: ANY NOTICE REQUIRED OR PERMITTED TO BE GIVEN BY EITHER PARTY HERETO TO THE        OTHER SHALL BE PERSONALLY DELIVERED, OR SENT CERTIFIED OR REGISTERED MAIL AT THE        ADDRESS STATED ON THE PURCHASE ORDER AND SHALL BE DEEMED TO HAVE BEEN GIVEN WHEN        DEPOSITED IN THE UNITED STATES MAIL WITH POSTAGE PREPAID.

 26. REMEDIES CUMULATIVE: ANY AND ALL REMEDIES CONFERRED BY THIS CONTRACT ARE        UNDERSTOOD TO BE CUMULATIVE WITH ALL RIGHTS AND REMEDIES AVAILABLE UNDER THE        UNIFORM COMMERCIAL CODE AND ARE IN ADDITION TO ANY RIGHTS AND REMEDIES AVAILABLE        UNDER PRINCIPLES OF LAW AND EQUITY. SUCH RIGHTS SHALL NOT IMPAIR IN ANY MANNER THE        RIGHTS AND REMEDIES OF EITHER PARTY INCIDENT TO ANY OBLIGATION COLLATERAL OR        ANCILLARY TO THIS CONTRACT.

 27. CAPTIONS: THE CAPTIONS AND HEADINGS IN THIS PURCHASE ORDER ARE FOR CONVENIENCE AND        REFERENCE PURPOSES ONLY AND SHALL NOT BE CONSTRUED TO DEFINE OR LIMIT ANY OF THE        ITEMS OR PROVISIONS HEREIN.

 28. SEVERABILITY: IN THE EVENT THAT ANY ONE OR MORE OF THE PROVISIONS CONTAINED HEREIN        SHALL FOR ANY REASON BE HELD TO BE UNENFORCEABLE IN ANY RESPECT UNDER THE LAWS OF        THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA, SUCH UNENFORCABILITY SHALL        NOT AFFECT ANY OTHER PROVISION OF THIS PURCHASE ORDER, BUT THIS PURCHASE ORDER        SHALL THEN BE CONSTRUED AS IF UNENFORCEABLE PROVISION HAD NEVER BEEN CONTAINED        HEREIN.

 29. AKNOWLEDGEMENT: BY SHIIPPING PRODUCT TO NORTH ATLANTIC YOU EXCEPT, AGREE, AND ARE        BOUND TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

 30. ATTORNEY’S FEES: IN THE EVENT OF A DISPUTE BETWEEN SELLER AND NORTH ATLANTIC, THE        PREVAILING PARTY SHALL BE ENTITLED TO REASONABLE ATTORNEYS’ FEES AND COURT COSTS IN        ANY ACTION INSTITUTED TO ENFORCE OR INTERPRET THIS CONTRACT.