These Terms apply to each DeFelsko Corporation purchase order that references them. Seller is the vendor named on the purchase order. Goods includes the components, commodities, custom-manufactured items, tooling, and incidental services ordered. The purchase order, these Terms, and documents expressly incorporated on its face are the Order.
The Order is DeFelsko's offer and is limited to its terms. Seller accepts by acknowledging it, beginning work, ordering materials specifically for it, or shipping Goods. DeFelsko rejects additional or different terms in Seller's quotation, acknowledgment, invoice, portal, website, or other document. No contrary term binds DeFelsko unless an authorized representative accepts it in a signed record. A signed supply agreement covering the Goods controls to the extent of a conflict.
Order Documents; Version; Changes
If documents conflict, the following order controls: (1) a controlling signed agreement or amendment; (2) a signed DeFelsko change order; (3) the purchase order face; (4) these Terms; and (5) incorporated specifications, drawings, quality requirements, and statements of work. A Seller quotation is incorporated only if the PO specifically references it and then only for scope, description, price, quantity, and delivery. Technical documents control technical matters; these Terms control legal and commercial matters.
The governing Terms are the version posted at the stated URL on the PO date. DeFelsko will retain prior versions and provide a copy on request. Later website revisions do not change an existing Order.
DeFelsko may direct reasonable written changes within the Order's general scope. If a change directly affects cost or schedule, Seller must request an adjustment in writing within fifteen days and before doing the changed work. No adjustment is effective without a signed DeFelsko change order. Seller may not otherwise change the Goods, price, quantity, schedule, specifications, materials, process, source, or manufacturing location without required written approval.
Prices; Invoices; Payment
Prices are firm in U.S. dollars unless the Order says otherwise and include ordinary packaging, labeling, testing, and documentation. Seller may not add a surcharge or other charge without a signed change order. Seller will separately state taxes it is legally required to collect and apply any valid exemption certificate provided by DeFelsko.
Invoices must identify the PO and line, item, quantity, unit price, shipment date, and applicable tax. Payment terms on the Order run from the later of receipt of conforming Goods, a correct invoice, and required documents; if silent, payment is net thirty days. Payment is not acceptance or waiver. After notice, DeFelsko may set off amounts Seller owes against amounts payable under the Order.
Delivery; Packaging; Shipping
Time, quantity, and conformity are of the essence. Seller will deliver by the requested date and promptly report any actual or threatened delay, its cause, expected duration, and recovery plan. Seller may not ship early, excess, partial, substitute, or backordered quantities without written approval.
Seller will package, label, and ship to prevent damage and follow the Order and DeFelsko's routing instructions. Each shipment must include a packing slip showing the PO, line, item, revision, quantity, and lot, serial, or date code when applicable. Seller will provide country-of-origin information on request.
The Order controls freight cost and carrier instructions. Seller will not add cargo-insurance, declared-value, premium-transportation, or similar charges without written instruction. If the Order is silent, ordinary freight is prepaid by Seller and included in the price. Seller bears added cost caused by failure to follow instructions. For a Seller-caused delay, DeFelsko may cancel late quantities, obtain substitute Goods, and recover reasonable excess cover and expediting costs.
Title; Risk of Loss
Seller will provide good title free of liens. Title passes on the earlier of payment or delivery. Risk of loss remains with Seller until actual delivery to DeFelsko's named ship-to location, and returns to Seller for rejected Goods or Goods whose acceptance is revoked. Freight terms and carrier instructions allocate cost only unless the Order expressly says they also allocate title or risk.
Inspection; Rejection
DeFelsko may inspect and test before or after delivery. Payment, source inspection, preliminary testing, use, or failure to inspect does not waive latent defects, fraud, warranties, or a nonconformity not reasonably discoverable earlier.
For nonconforming Goods, DeFelsko may reject or revoke acceptance, require repair or replacement, obtain a refund or credit, correct through a third party, return or hold the Goods for Seller, cancel affected quantities, or cover. Seller bears reasonable resulting inspection, sorting, rework, removal, reinstallation, transportation, reinspection, expediting, and cover costs. Seller may not re-tender rejected Goods without disclosing the rejection and corrective action.
Warranties
Seller warrants that the Goods are new, authentic, unused, and of current manufacture unless approved otherwise; conform to the Order, specifications, drawings, samples, and Seller representations; are merchantable and fit for ordinary use and any purpose made known to Seller; and are free from defects in design, materials, manufacture, title, and workmanship. The design warranty does not apply to a defect caused solely by a detailed DeFelsko design if Seller promptly disclosed any known concern before proceeding.
Seller also warrants that the Goods and incidental services comply with applicable law and do not infringe another person's intellectual-property rights, except for a claim caused solely by an unmodified detailed DeFelsko design. Services will be performed safely and professionally.
Unless the Order states longer, the warranty is twenty-four months after delivery or Seller's longer standard warranty. These warranties explicitly extend to future performance throughout that period. Repaired or replaced Goods are warranted for the longer of the remaining period or twelve months after redelivery. At DeFelsko's option, Seller will promptly repair, replace, reperform, or refund at no charge, including reasonable labor and transportation. The warranties benefit DeFelsko, its customers, and end users.
Quality; Changes; Discontinuance
Seller will maintain quality and traceability controls appropriate to the Goods and comply with incorporated quality requirements. On reasonable request, Seller will provide available certificates, inspection or test results, and material, lot, or source records. Seller will use authentic materials and maintain reasonable controls against counterfeit, suspect, used, or unauthorized parts.
Seller will give advance written notice before changing design, composition, material, process, source, key sub-tier supplier, manufacturing location, or country of origin. A change that may affect form, fit, function, reliability, safety, quality, regulatory status, or a DeFelsko specification requires prior written approval. Any such change to custom Goods made to DeFelsko drawings or specifications also requires prior written approval.
Seller will give at least 180 days' notice, or as much notice as reasonably practicable, before discontinuing a Good and will permit a reasonable last-time buy.
DeFelsko Property; Confidentiality
Drawings, specifications, samples, data, equipment, tools, dies, molds, fixtures, gauges, patterns, and materials furnished by or specifically paid for by DeFelsko are DeFelsko property. Seller will identify and protect them, keep them free of liens, use them only for DeFelsko work, and return them as directed. Seller will promptly report loss or damage.
Seller will use DeFelsko's nonpublic information only to perform the Order, protect it with reasonable care, and disclose it only to people who need it and are under similar duties. This does not cover information Seller can document was already lawfully known, independently developed, lawfully received without restriction, or public without breach. Legally required disclosure is permitted after prompt notice where lawful.
On request, Seller will return or securely destroy DeFelsko information, except for a protected legal-compliance copy. Confidentiality continues for five years after the last Order and for trade secrets while protected by law. A more protective signed nondisclosure agreement controls. Seller may not publicize the relationship or use DeFelsko's name or marks without consent.
Intellectual Property; Custom Work
Each party retains intellectual property it owned or developed independently. DeFelsko owns its drawings, specifications, designs, and tooling, which Seller may use only for DeFelsko work. If the Order expressly identifies a paid-for deliverable as DeFelsko-owned, it is a work made for hire where permitted and Seller assigns any remaining rights. Seller retains its preexisting methods and know-how but grants DeFelsko a perpetual, worldwide, paid-up license to any such material embedded in or needed to use, maintain, repair, sell, or support the Goods or paid-for deliverable.
If an infringement claim involving the Goods or a deliverable is made or likely, Seller will obtain the right to continue use, replace or modify without reducing performance, or refund the price and reimburse reasonable replacement and cover costs. This does not apply to the extent the claim results solely from an unmodified detailed DeFelsko design and Seller disclosed any known concern.
Compliance; Defects; Recalls
Seller and the Goods will comply with laws applicable to manufacture, sourcing, import, export, sale, delivery, and performance, including labor, safety, environmental, customs, anti-corruption, export-control, sanctions, and forced-labor requirements. On reasonable request, Seller will provide accurate origin, tariff, export, and available substance or supply-chain information needed for applicable requirements such as RoHS, REACH, TSCA, Proposition 65, or conflict-minerals reporting.
Seller will promptly report any known or suspected defect, nonconformity, safety issue, regulatory inquiry, corrective action, recall, or market withdrawal that may affect the Goods or a DeFelsko product; a serious safety issue must be reported immediately. Seller will preserve relevant records and cooperate with investigation and correction. DeFelsko controls communications concerning its products and customers unless law requires otherwise.
Seller will reimburse reasonable investigation, sorting, repair, replacement, recall, field-service, transportation, and customer-response costs to the extent caused by Seller's defect, breach, negligence, or legal noncompliance.
Indemnity; Insurance
Seller will defend, indemnify, and hold harmless DeFelsko, its affiliates, and their personnel, customers, successors, and assigns from third-party claims, liabilities, damages, penalties, and reasonable attorneys' fees to the extent caused by a defect in the Goods, Seller's negligence or willful misconduct, breach of the Order, violation of law, or infringement by the Goods or Seller-created deliverables. Seller has no duty to the extent a final judgment finds the claim was caused by an indemnified party's negligence or solely by an unmodified detailed DeFelsko design. DeFelsko will give reasonably prompt notice, and Seller may not settle a claim in a way that admits fault by or imposes obligations on DeFelsko without consent.
Seller will maintain commercially reasonable insurance appropriate to the Goods and its obligations, including commercial general liability with products coverage and workers' compensation as required by law, and will provide certificates on reasonable request. Specific limits or additional coverage may be stated for on-site, hazardous, or higher-risk work. Insurance does not limit liability.
Cancellation; Suspension
DeFelsko may suspend or cancel all or part of an Order if Seller materially breaches and does not cure within ten days after notice; fails to make timely progress or provide adequate assurance; repeatedly delivers late or nonconforming Goods; or becomes subject to an insolvency proceeding that legally permits cancellation. No cure period is required for an incurable breach or an urgent safety, legal, quality, or supply risk.
After cancellation for cause, Seller will stop as directed, protect and deliver DeFelsko property and paid-for work, and mitigate cost. DeFelsko may obtain substitute performance and recover reasonable excess cover, expediting, and transition costs caused by the breach.
DeFelsko may cancel undelivered work for convenience. Seller's exclusive remedy is payment for conforming completed Goods accepted by DeFelsko plus reasonable, documented, unavoidable cost of authorized work in process and materials bought specifically for the canceled work that cannot reasonably be used, returned, or sold, less prior payments, salvage, and avoidable cost. Payment will not include profit on unperformed work or unabsorbed overhead and will not exceed the remaining Order price. Seller must submit a supported claim within thirty days after notice.
Force Majeure
A party is excused from delay, other than payment and continuing confidentiality, intellectual-property, and legal-compliance duties, only to the extent caused by an extraordinary event beyond its reasonable control that reasonable planning and mitigation could not prevent or overcome. Increased cost, market-price changes, lack of funds, ordinary shortages, and preventable equipment or subcontractor failures are not force majeure.
The affected party will promptly notify the other, provide a recovery plan and updates, and mitigate. DeFelsko may use alternate sources and may reduce, reschedule, or cancel affected quantities if the event materially threatens a required date. If DeFelsko's business is interrupted by a qualifying event, it may suspend, reschedule, or cancel undelivered quantities and will pay on the same basis as convenience cancellation.
Remedies; DeFelsko Liability
DeFelsko's remedies are cumulative and include those under the Order and applicable law. Seller is responsible for recoverable direct, incidental, and consequential damages caused by breach, including reasonable inspection, sorting, rework, removal, reinstallation, expediting, cover, shutdown, and customer-response costs. A Seller disclaimer, exclusive remedy, liability cap, or shortened limitation period does not apply unless expressly accepted in a signed record by an authorized DeFelsko representative.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, DEFELSKO WILL NOT BE LIABLE TO SELLER FOR LOST PROFITS, LOSS OF BUSINESS, OR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM AN ORDER. EXCEPT FOR PAYMENT FOR CONFORMING GOODS OR SERVICES ACCEPTED UNDER THE ORDER, DEFELSKO'S TOTAL LIABILITY WILL NOT EXCEED THE PRICE OF THE GOODS OR SERVICES GIVING RISE TO THE CLAIM. THIS LIMITATION DOES NOT APPLY TO DEFELSKO'S WILLFUL MISCONDUCT OR TO THE EXTENT PROHIBITED BY LAW.
Assignment; Relationship
Seller may not assign the Order or subcontract a material or custom-manufacturing obligation without DeFelsko's prior written consent. Approval does not relieve Seller, which remains responsible for its suppliers and subcontractors. DeFelsko may assign to an affiliate or business successor. Seller is an independent contractor, is responsible for its personnel, and may not bind DeFelsko.
Records; Notices
Seller will keep records reasonably supporting charges, quality, traceability, origin, compliance, and performance for four years after final delivery or payment, or longer if the Order or law requires. On reasonable notice, Seller will provide relevant records needed to verify a charge, traceability issue, defect investigation, or legal-compliance concern. DeFelsko will protect nonpublic records with reasonable care.
Operational notices go to the contacts on the Order. Legal notices must be written and delivered personally, by nationally recognized overnight courier, or by email with confirmed receipt and a copy to the mailing address on the Order. Notices to DeFelsko must be addressed to Purchasing, DeFelsko Corporation, 800 Proctor Avenue, Ogdensburg, New York 13669-2205. Notice is effective on receipt.
Governing Law; General Terms
New York law governs without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Each party submits to exclusive jurisdiction and venue in the state courts in St. Lawrence County, New York, and the United States District Court for the Northern District of New York.
EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO AN ORDER.
Failure or delay to enforce a right is not a waiver. A waiver applies only to the stated instance and must be signed. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remainder continues. Electronic signatures and signed electronic records have the same effect as originals.
The Order is the entire agreement for its subject matter, subject to a controlling signed agreement identified in Section 1. No third party is a beneficiary except indemnified parties and warranty beneficiaries identified in these Terms. Provisions that should operate after completion or cancellation survive, including title, warranties, recalls, confidentiality, intellectual property, indemnity, records, remedies, limitations, payment, and dispute terms.
