HS Standard Terms and Conditions

Acceptance-Agreement. Seller’s commencement of work on the goods subject to this purchase order or Shipment of such goods, whichever occurs first Shall be deemed an effective mode of acceptance of this purchase order.  Any acceptance of this purchase order is limited to acceptance of the express terms contained on the face and back hereof. Any proposal for additional or difference terms or any attempt by Seller to vary in any degree any of the terms of this offer is Seller’s acceptance is hereby objected to and rejected, but such proposals shall not operate as a rejection of this offer unless such variances are in the terms of the description, quantity, price of delivery schedule of the goods, but shall be deemed a material alteration thereof, and this offer shall be deemed accepted by Seller without said additional of different terms. If Seller shall deem this purchase order an acceptance of prior offer, such acceptance is limited to the express terms contained on the face and on the back hereof. Additional or different terms or any attempt by Seller to vary in any degree any of the terms of this purchase order shall be deemed material and are objected to and rejected, but this purchase order shall not operate as a rejection of the Seller’s offer unless it contains variances in the terms of the description, quantity, price or delivery schedule of the goods.
Termination for Convenience of Purchaser. Purchaser reserves the right to terminate this order or any part hereof for its sole convenience. In the event of such termination, Seller shall immediately stop all work hereunder, and shall immediately cause any of its suppliers or subcontractors to cease such work. Seller shall be paid a reasonable termination charge consisting of a percentage of the order price reflecting the percentage of the work performed prior to the notice of termination, plus actual direct cost resulting from termination. Seller shall not be paid for any work done after receipt of the notice of termination, nor for any costs incurred by Seller’s suppliers or subcontractors which Seller could reasonably have avoided.
Termination for Cause. Purchaser may also terminate this order or any part hereof for cause in the event of any default by the Seller, or if the Seller fails to comply with any of the terms and conditions of this offer. Late deliveries, deliveries of products which are defective or which do not conform to this order, and failure to provide Purchaser, upon request, of reasonable assurances of future performance shall all be causes allowing Purchaser to terminate this order of cause, In the event of termination for cause. Purchaser shall not be liable to Seller for any amount, and Seller shall be liable to Purchaser for any and all damages sustained by reason of the default, which gave rise to the termination.
Proprietary Information-Confidentiality-Advertising. Seller shall consider all information furnished by Purchaser to be confidential and shall not disclose any such information to any other person or use such information itself for any purpose other than performing this contract unless Seller obtains written permission from Purchaser to do so. This paragraph shall apply to drawings, specifications, or other documents prepared by Seller for Purchaser in connection with this order. Seller shall not advertise or publish the fact that Purchaser has contracted to purchase goods for Seller, nor shall any information relating to the order be disclosed without Purchaser’s written permission. Unless otherwise agreed in writing no commercial, financial or technical information disclosed in any manner or at any time by Seller to Purchaser shall be deemed secret or confidential and Seller shall have no rights against Purchaser with respect thereto except such rights as may exist under patent laws.
Warranty. Seller expressly warrants that all goods or services furnished under this agreement shall conform to all specifications and appropriate standards, will be new and will be free from defects in material or workmanship. Seller warrants that as such goods or services will conform to any statements made on the container, packaged, marked and labeled. Seller warrants that all such goods or services will conform to any statements made on the containers or labels or advertisements for such goods or services, and that any goods will be adequately contained, packaged, marked and labeled. Seller warrants that all goods or services furnished hereunder, will be merchantable, and will be safe and appropriate for the purpose for which goods or services of that kind are normally used. If Seller knows or has reason to know the particular purpose for which Purchaser intends to use the goods or services, Seller warrants that such goods or services will be fit for such particular purpose. Seller warrants that goods or services furnished will conform in all respects to samples, Inspection, test, acceptance or use of the goods or services furnished hereunder shall not affect the Seller’s obligation under this warranty, and such warranties shall survive inspection, test acceptance and use. Seller’s warranty shall run to Purchaser, its successors, assigns and customer, and users of product sold by Purchaser. Seller agrees to replace or correct defects of any goods or services not conforming to the foregoing warranty promptly, without expense to Purchaser when notified of such nonconformity by Purchaser, provided Purchaser elects to provide Seller with the opportunity to do so. In the event of failure of Seller to correct defects in or replace nonconforming goods or services promptly, Purchaser, after reasonable notice to Seller, may make such corrections or replace such goods and services and charge Seller for the cost incurred by Purchaser in doing so.
Price Warranty. Seller warrants that the prices for the articles sold to Purchaser hereunder are not less favorable than those currently extended to any other customer for the same or similar articles in similar quantities. In the event Seller reduces its price for such article during the term of the order, Seller agrees to reduce the prices, hereof correspondingly. Seller warrants that prices shown on the purchase order shall be complete, and no additional charges of any type shall be added without Purchaser’s express written consent. Such additional changes include, but are not limited to, shipping, packaging, labeling, custom duties, taxes storage, insurance, boxing and crating.
Right of Access. The Purchaser, their customer and regulatory authorities shall have access to the applicable areas of the facilities and to applicable documented information at any level of the supply chain, to ensure product conformity, product safety and ethical behavior.
Force Majeure. Purchaser may delay delivery or acceptance occasioned by causes beyond its control. Seller shall hold such goods at the direction of the Purchaser and shall deliver them when the cause affecting the delay has been removed. Purchaser shall be responsible only for Seller’s direct additional costs in holding the goods or delaying performance of this agreement at Purchaser’s request. Causes beyond Purchaser’s control shall include government action or failure of the government action or failure or the government to act where such action is required, strike or other labor trouble, fire, or unusually severe weather.
Statement of Account. Statement of account shall be sent to Purchaser monthly or semimonthly for verification prior to payment. Statement should list all items paid or unpaid, dating from the last statement rendered. Delay in receiving statement or invoices, also errors and omissions on statement, will be considered just cause for withholding payment without losing cash discount privilege.
Patents. Seller agrees upon receipt of notification to promptly assume full responsibility for defense of an suit or proceeding which may be brought against Purchaser or its agents, customers, or other vendors for alleged patent infringements, as well as for any alleged unfair competition resulting from similarity in design, trademark or appearance or goods or services furnished hereunder and Seller further agrees to indemnify Purchaser, its agents and customer against any and all expenses, losses, royalties, profits and damages including court costs and attorney’s fees resulting from any such suit or proceeding, including ay settlement. Purchaser may be represented by and actively participate through its own counsel in any such suit or proceeding if it so desires, and the costs of such representation shall be paid by Seller.
Insurance. In the event that Seller’s objections hereunder requires/or contemplate performance of service by Seller’s employees or persons under contract to Seller, to be done on Purchaser’s property, or on property of Purchaser’s customers, the Seller agrees that all such work shall be done as an independent contractor and all necessary insurance coverage’s, including public liability and Worker’s Compensation insurance. Seller shall indemnify and save harmless and defend Purchaser from any and all claims or liabilities arising out of the work covered by this paragraph.
Indemnification. Seller shall defend, indemnify and hold harmless Purchaser against all damages, claims or liabilities any expenses (including attorney’s fees) arising out of or resulting in any way from any defect in the goods or services purchased hereunder, or from any act or omission of Seller, its agents, employees or subcontractors. This indemnification shall be in addition to the warranty obligations of Seller.
Changes. Purchaser shall have the right at any time to make changes in drawings, designs, specifications, materials, packaging, time and place of delivery and method of transportation. If any such changes cause an increase or decrease in the cost, or the time required for the performance, an equitable adjustment shall be made and this agreement shall be modified in writing accordingly. Seller agrees to accept any such changes subject to this paragraph.  The Seller will notify the Purchasing Organization of changes in product and/or process definition and, where required obtain approval prior to release.
Inspection/Testing. Payment for the goods delivered hereunder shall not constitute acceptance thereof. Purchaser shall have the right to inspect such goods and to reject any or all of said goods which are in Purchaser’s judgment defective or nonconforming. Goods rejected and goods supplied in excess of quantities called for herein may be returned to Seller at its expense and, in addition to Purchaser’s other rights. Purchaser may charge Seller all expenses of unpacking, examining, repacking and reshipping such goods. In the event Purchaser receives goods whose defects or nonconformity is not apparent on examination. Purchaser reserves the right to require replacement as well as payment of damages.  Nothing contained in this purchase order shall relieve in any way the Seller from the obligation of testing, inspection and quality control. In addition, the Seller agrees to flow down to sub-tier Suppliers the applicable requirements in the purchasing documents, including key characteristics where required.
Entire Agreement. This purchase order, and any document referred to on the face hereof, constitute the entire agreement between the parties.
Assignments and Subcontracting. No part of this order may be assigned or subcontracted without the prior written approval of the Purchaser.  All work performed on this P.O. that requires a Special Process, must be conducted by a customer approved source.  This source must be reviewed and approved prior to P.O. approval
Setoff. All claims for money due or to become due from Purchaser shall be subject to deduction or setoff by the Purchaser by reason of any counterclaim arising out of this or any other transaction with Seller.
Shipment. If in order to comply with Purchaser’s required delivery date it becomes necessary for Seller to ship by a more expensive way than specified in the purchase order, any increased transportation costs resulting there from shall be paid for by Seller unless Purchaser has caused the necessity for such rerouting or expedited handling.
Delivery. Time is of the essence of this contract, and if delivery of items or rendering of services is not completed by the time promised, Purchaser reserves the right without liability, in addition to its other rights and remedies, to terminate this contract by notice effective when received by Seller as to items not yet shipped or services not yet rendered and to purchase substitute items or services elsewhere and charge Purchaser may return them at Seller’s expense.
Limitation of Purchaser’s Liability-Statute of Limitations. In no event shall Purchaser be liable for anticipated profits or for incidental or consequential damages, Purchaser’s liability on any claim or any kind for any loss or damage arising out of or in connection with or resulting from this agreement or from the performance or breach thereof shall in no case exceed the price allocable to the goods or services or unit thereof which gives rise to the claim. Purchaser shall not be liable for penalties of any description. Any action resulting from any breach on the part of Purchaser as to the goods or services delivered hereunder must be commenced within one year after the cause of action has accrued.
Discount Period. The discount period shall be calculated from the date on which Purchaser receives an acceptable invoice.
Equal Employment Opportunity. This order is subject to Executive Order 11246 of September 24, 1965, as amended, and Seller unless exempt from provisions of said Executive Order, agrees to be bound by the provision of said Executive Order.
Compliance with Laws. In the performance of this contract in every activity connected therewith, Seller shall comply fully with all applicable laws, ordinances, rules, and regulation whether Federal, State, of local and shall furnish Purchaser such evidence of compliance as Purchaser may require at any time. Without limiting the foregoing, Seller hereby assures Purchaser that all goods sold hereunder were and shall be produced in compliance with the requirements of the Fair Labor Standards Act of 1938, as amended, and such assurances shall be a continuing warranty of compliance, upon which Purchaser shall be entitled to reply with respect to all future purchases hereunder.
Inspection. The Seller agrees to notify the Purchasing Organization of possible shipment of non-conforming product and will make arrangements for organization approval of non-conforming products or materials. Seller agrees that Purchaser and Purchasers customer upon Purchaser request shall have the right to enter Seller’s facility at reasonable times, to inspect the facility, goods, materials, and any property of Purchaser covered by this order. Purchaser’s inspection of the goods whether during manufacture, prior to delivery, or within a reasonable time after delivery, shall not constitute acceptance of any work-in-process or finished goods.
Counterfeit Material. The seller agrees to maintain effective processes for mitigating the risk of supplying counterfeit parts and to provide certificates of conformance and acquisition traceability when required.
Duty Drawback Rights. This order includes all related customers duty and import drawback rights, if any (including rights developed by substitution and rights which may be acquired from Seller’s suppliers) which Seller can transfer to Purchaser. Seller agrees to inform Purchaser of the existence of any such rights, and upon request, to supply such documents as may be required to obtain such drawback.
Governing Law. This contract is to be construed in accordance with the laws of the state in which the office of Purchaser is located which issued this order.
Packing, Marking and Shipment. Seller will pack and mark goods in accordance with Purchaser’s instructions, secure the lowest transportation rates, meet carrier requirements and assure deliver free of damage and deteriorations. Seller is responsible for the goods until delivery at the designated F.O.B. point. Price specified include all charges and expenses for containers, packing, and crating and transportation to the F.O.B. point. All containers, packing and crating material will become the property of Purchaser on delivery unless otherwise agreed to Purchaser may specify the carrier and/or method of transportation, and Seller will process shipping documents and route shipment of the goods from the F.O.B. point accordingly.
Waiver. Purchaser’s failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege or Purchaser’s waiver of any breach hereunder shall not thereafter waive any other terms, conditions, or privileges, whether of the same or similar type.
Records Retention. The Seller shall maintain all records required by the customer.  Unless notified, the Seller shall maintain the required records for the life of the product plus one year.  All records must remain legible and readily retrievable at the request of the customer.  Records include: Verification of inspection, statistical data as agreed upon, material certifications, lot control and process control documentation.

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