Uniti Policies

Purchase Order Terms

1. OTHER TERMS.
   The inclusion of any additional or different terms proposed by Seller in its acceptance or acknowledgment of this order must be agreed to by Uniti prior to delivery of goods by Seller. Such agreement must be in writing, which may include email agreement between authorized representatives of Seller and Uniti. Uniti’s acceptance of Seller’s goods and/or services (collectively referred to herein as “goods”) shall not be deemed as acceptance of terms not authorized.
2. PRICE.
   The goods will be furnished at the price set forth in the Purchase Order document that Seller may use to set forth the price. Prices shall be inclusive of all delivery costs. Seller warrants that the price for the goods is no less favorable than those currently extended to any other customer for the same or similar goods in similar quantities. Seller will not be paid for any goods delivered or services performed that have not been authorized by an approved purchase order prior to commencement of work or production. Buyer shall also receive the full benefit of all discounts, premiums and other favorable terms of payment customarily offered by Seller to its customers for the same or similar goods in similar quantities. Seller warrants that the prices in this Agreement shall be complete, and no additional charges of any type shall be added without Buyer’s express written consent, including but not limited to, goods, shipping, packaging, labeling, custom duties, taxes, storage, insurance, boxing and crating. In the event the Seller increases or reduces its price for the goods, Seller agrees to submit the price changes in writing to the Buyer prior to shipment of goods. If additional costs are agreed upon between Seller and Buyer a revised Purchase Order must be obtained prior to shipment.
3. DELIVERY.
   All goods must be shipped at the most advantageous rates unless otherwise authorized in writing by Uniti. Any extra expense in delivering goods not so shipped will be charged to the Seller.
   Delivery dates included within this order are essential to Uniti. Therefore, shipments shall be strictly in accordance with Uniti’s delivery schedule. Uniti reserves the right to return, at Seller’s expense, all goods received in advance of delivery schedules or to hold the goods and pay Seller’s invoices on normal maturity after the scheduled delivery date.
4. EXCUSABLE DELAYS.
   Neither party shall be liable for damages resulting from delays arising out of causes beyond its control and without its fault or negligence, including acts of God, acts of the Government, fires, floods, strikes, freight embargoes, and unusually severe weather, nor shall such delay affect the remainder of this order. Seller shall notify Uniti in writing within ten (10) days after the beginning of any cause for delay, in the absence of which Seller waives his right for an excuse for such delay.
5. PACKING AND SHIPPING.
   An itemized list of contents must be placed in each package bearing this Order Number. No charge will be allowed by Uniti for cartage or packing unless agreed upon beforehand in writing. All expenses incurred by Seller’s failure to furnish shipping documents shall be charged to Seller. Seller shall not procure, produce, or ship any goods unless authorized in writing by Buyer.
6. INVOICING.
   Packing lists in DUPLICATE and itemized invoices, each bearing the Order Number, must be mailed on day of shipment. BILL OF LADING OR EXPRESS RECEIPT MUST BE ATTACHED TO YOUR INVOICE showing the Order Number immediately following Uniti’s name. Invoices subject to cash discount should be mailed on the day they are dated. If they are not, discount period will begin on the day bills are received by Uniti’s Purchasing Department. Failure to attach Bill of Lading or Express Receipt to the invoice will delay payment and the discount period will begin when the documents are received.
7. INSPECTIONS AND TESTING.
   Uniti shall have the right to expedite, inspect and test any of the goods or work covered by this order prior to shipment. All goods are also subject to Uniti’s inspection and approval on arrival. If rejected, they will be held for disposal at Seller’s risk. Such inspection, or the waiver thereof, however, shall not relieve the Seller from full responsibility for furnishing goods and work conforming to the requirements of the order, prejudice any claim, right or privilege the Uniti may have because of the use of defective or unsatisfactory goods or work.
8. WARRANTY.
   All goods furnished by Seller and any services or installation relating thereto pursuant to this order shall be warranted to be of the best quality of their respective kinds and to be free of defects in design, workmanship, or material and when known to Seller suitable for their intended purposes. In the event of breach, the Seller shall take all necessary action, at Seller’s expense, to correct such breach in the most expeditious manner possible. Should the Seller fail to correct any such breach in a timely manner, then Uniti may proceed, at Seller’s expense, to perform the necessary corrective work. This warranty shall also inure to the benefit of Uniti’s customer or user of the goods.
9. ASSIGNMENT AND SUBCONTRACTING.
   Seller shall not assign or subcontract any portion of this order without the prior written approval of Uniti.
10. CHANGES.
    Uniti may at any time make changes in shipping and packing instructions, quantities, drawings, designs, specifications, place of delivery and/or delivery schedules, for which an appropriate adjustment to the order shall be made.
11. TERMINATION FOR DEFAULT.
    Uniti may terminate all or any part of this order by giving notice of default to Seller, if Seller: (a) refuses or fails to deliver the goods or services within the time specified; (b) fails to comply with any of the provisions of this order or so fails to make progress as to endanger performances hereunder; or (c) becomes insolvent or subject to proceedings under any law relating to bankruptcy, insolvency or the relief of debtors. In the event of a termination for default, Uniti’s liability shall be limited to the payment for goods or services delivered and accepted by Uniti under this order.
12. TERMINATION FOR CONVENIENCE.
    Uniti may terminate this order at any time for its convenience, in whole or in part, in which event, Uniti’s sole obligations shall be to reimburse Seller for (a) those goods actually shipped and accepted or services provided and accepted by Uniti up to the date of termination, and (b) costs incurred by Seller for unfinished goods, which are specifically manufactured for Uniti and which are not standard products of the Seller, as of the date of termination, plus a reasonable profit thereon. In no event shall Uniti be responsible for loss of anticipated profit nor shall reimbursement exceed the order value.
13. STOP WORK ORDER.
    Uniti may at any time by written notice to the Seller stop all or any part of the work called for by this order. Upon receipt of such notice, the Seller shall take all reasonable steps to minimize the incurrence of costs during the period of work stoppage. Uniti may subsequently either cancel the stop work order resulting in an equitable adjustment in the delivery schedule and/or the price, or terminate the work in accordance with the provisions of this order.
14. PATENTS.
    Seller agrees to indemnify and save harmless Uniti, its officers, employees, agents, representatives or any of its customers buying or using the goods specified herein from any loss, damage or injury arising out of a claim or suit at law or equity for actual or alleged infringement of letters patent, by reason of the buying, selling or using the goods supplied under this order, and will assume the defense of any and all suits and will pay all costs and expenses incidental thereto.
15. CONFIDENTIAL INFORMATION.
    Seller agrees not to make any use of data, designs, drawings, specifications, and other information furnished to it by Uniti, except for the performance of this order and Seller further agrees not to disclose such data, designs, drawing, specifications and other information to others except for the performance of this order under similar restrictions against use and disclosure. Upon completion or termination of this order, Seller shall return to Uniti on demand, all such data, designs, drawings, specifications, and other information, including copies made by Seller. This order is confidential between Uniti and the Seller, and it is agreed by the Seller that none of the details connected herewith shall be published or disclosed to any third party without Uniti’s written permission.
16. RISK OF LOSS.
    Seller assumes the following risks: (a) all risks of loss or damage to all goods, work in process, materials and other things until the delivery thereof as herein provided; (b) all risks of loss or damage to third persons and their property until the delivery of all the goods as herein provided; (c) all risks of loss or damage to any property received by Seller from or held by Seller or its supplier for the account of Uniti, until such property has been delivered to Uniti or its customer as the case may be, and (d) all risks of loss or damage to any of the goods or part thereof rejected by Uniti, from the time of shipment thereof to Seller until redelivery thereof to Uniti. Any patterns, dies, molds, jigs and fixtures furnished to Seller by Uniti, or specifically paid for by Uniti, shall be the property of Uniti and subject to removal by Uniti upon completion of the order, and shall be used only in filling Uniti’s orders and held by Seller at its sole risk.
17. INSURANCE AND INDEMNIFICATION.
    Seller agrees to indemnify and save harmless Uniti, its officers, agents and employees from and against any and all claims and liabilities (including expenses) for injury or death of persons or damage to any property which may result, in whole or in part, from any act or omission on the part of the Seller, its agents, employees or representatives, or arising from any Seller furnished goods or services, except to the extent that such damage is due solely and directly to the negligence of Uniti. Seller shall carry comprehensive general liability insurance, including contractual and product liability coverage, with minimum limits acceptable to Uniti. Seller shall, at the request of Uniti, supply certificates evidencing such coverage.
18. NORTH AMERICAN FREE TRADE AGREEMENT.
    Seller agrees to deliver as a separate line item a NAFTA Certificate of Origin (Customs Form 434) for all goods that meet the NAFTA Rules of Origin. Uniti reserves the right to withhold all payments to the Seller until such time as a completed NAFTA Certificate is delivered. A NAFTA Certificate is mandatory for all goods which are labeled “MADE IN THE USA”.
19. LAWS AND REGULATIONS.
    Seller shall comply with all applicable Federal, State and Local laws, statutes and ordinances. This order shall be governed by the laws of the State of Delaware, without regard to its conflicts of laws provisions. Seller agrees in connection with performance of this order, not to discriminate against any employee or applicant for employment because of race, sex, religion, color, age, national origin, handicap or status as a Vietnam Era or Special Disabled Veteran Unless exempted, the equal employment opportunity clauses in Section 202, paragraphs one through seven of Executive Order 11246, as amended, and the affirmative action clauses as set forth in 41 C.F.R. Section 60-741.4 (for orders of $10,000 or more) and 41 C. F. R. Section 60-250.4 (for orders of $10,000 or more) are incorporated herein by reference. Seller further represents that neither it nor any of its subcontractors will utilize child, slave, prisoner or any other form of forced or involuntary labor, or engage in abusive employment or corrupt business practices, in the supply of goods or provision of services under this purchase order.
20. NET PAYMENT TERMS.
    Seller agrees to a minimum of Net 30 payment terms from receipt date unless otherwise stated on the purchase order.