Magnatech International, Inc.
17 East Meadow Ave
Robesonia, PA 19551

Conditions of Purchase



1. This order constitutes Buyer’s offer to purchase the materials, services and articles, all of which are herein called “articles” described elsewhere in this order, in accordance with its provisions which include the provisions set forth on the face of this order, the provisions attached hereto, and the provisions incorporated herein by reference.


(A) On date of shipment, send original bill of lading, airbill or express receipt reflecting this order number to Buyer’s Traffic Department and one copy of Notice of Shipment to Buyer’s Purchasing Department.

(B) Do not deliver ahead of schedule unless authorized by Buyer. Describe shipments in accordance with the carrier’s tariffs to obtain the lowest freight rate. Do not insure or declare value on shipments beyond F.O.B. point. When shipment is subject to freight rates dependent uponvalue, annotate the bill of lading, airbill or express receipt to show that the shipment is released at the maximum value which applies to the lowest rate provided in applicable tariffs. If the value of any one shipment exceeds $200,000 notify Buyer’s Traffic Department by collect wire in advance of shipment. Consolidate all shipments to be forwarded on one day.

(C) Articles furnished in excess of the quantity specified or in excess of any allowable overage will be retained by Buyer at no additional cost, unless Seller notifies Buyer within 45 days after shipment that it desires the return thereof. Seller will reimburse Buyer for the full costof returning such over-shipment or a minimum charge of $50.00 whichever is higher. No notification will be given to Seller of any over shipment unless the value thereof exceeds $150.00.

(D) Mail original and two duplicate invoices to Buyer’s Accounting Department when articles are shipped STATE SHIPPING POINT ON ALL INVOICES. Each case or parcel and accompanying packing list of contents must show Buyer’s order number if no packing list accompanies the shipment. Buyer’s count will be conclusive on Seller.


No changes will be allowed for transportation, packaging, packing or returnable containers unless stated in this order. All shipments must be packaged and must conform with Buyer’s packaging specification referred to elsewhere in this order, if any, so as to permit efficient handling and to provide protection in shipment, and if tendered to a common carrier for delivery, must also conform to the packaging requirements applicable to such carrier. Damage to any articles resulting from improper packaging will be charged to Seller.


All articles ordered to Government or Buyer’s specifications will comply with such specifications current as of the date of this order unless otherwise specified by Buyer.


Unless otherwise agreed to in writing by the parties, Seller warrants that articles ordered to specifications will conform thereto and to any drawings, samples, or other description furnished or adopted by Buyer, or if not ordered to specification, will be fit and sufficient for the purpose intended, and that all articles will be merchantable, of good material and workmanship, and free from defect. Such warranties together with Seller’s service warranties and guarantees, if any, shall survive inspection, test acceptance of, and payment for the articles and shall run to Buyer, its successors, assigns and customers. Except for the latent defects, fraud or such gross mistakes of Seller as amount to fraud, notice of any defect or nonconformity must be given by the Buyer to the Seller within one ( 1 ) year after delivery, or one ( 1 ) year after receipt of satisfactory qualification test reports, if required hereunder, whichever is later. Buyer may, as its option, either return for credit or refund or require prompt correction or replacement of the defective or nonconforming article or part thereof. Return to Seller of any defective or nonconforming article and delivery to Buyer of any corrected or replace articles shall be at Seller’s expense. Defective or nonconforming articles shall not be corrected or replaced unless specified on Buyer’s written order. Articles required to be corrected or replaced shall be subject to the provisions of this clause and the clause hereof entitled “inspection” in the same manner and to the same extent as articles originally delivered under this order, but only as to the corrected or replace part of parts thereof.


All articles shall be subject to inspection and test at all times and places including the period of manufacture, by Buyer, and if this order is placed under a Government contract, the Government. If any inspection or test is made on Seller’s premises, Seller, without additional charge, shall provide all reasonable facilities and assistance for the safety and convenience of Buyer and Government inspectors. Such inspections and tests shall be preformed in such a manner as not unduly to delay the work. All articles are also subject to final inspection and acceptance at Buyer’s plant notwithstanding any payments or other prior inspections. Such final inspection shall be made within a reasonable time after delivery.


Seller shall not, without the prior written consent of Buyer: (A) make any news release, public announcement, denial, or confirmation of all or any part of the subject matter of this order, or any phase of any program hereunder, or (B) in any manner advertise or publish the fact that buyer has placed this order.


Buyer shall have the right to terminate this order or any part thereof at any time. (A) Without Cause – in case of termination by Buyer of all or any part of this order without cause, any termination claim must be submitted to Buyer within sixty (60) days after the effective date of termination. The provisions of this subparagraph shall not limit or affect the right of Buyer to terminate this order to cause and shall not apply to a termination for cause. (B) For Cause – if Seller fails to make any delivery in accordance with the agreed delivery date or schedule or otherwise fails to observe or comply with any of the other instructions, terms, conditions, or warranties applicable to this order or fails to make progress so as to endanger performance of this order or in the event of any proceedings by or against Seller in bankruptcy or insolvency or appointment of a receiver or trustee or an assignment for the benefit of creditors. Buyer may, in addition to any other right or remedy provided by this order or by law, terminate all or any part of this order by telegraphic or other written notice to Seller without any liability by Buyer to Seller on account thereof. Buyer may require a financial statement from Seller at any time during the term of this order for the purpose of determining Seller’s financial responsibility. In the event of termination for cause, Buyer may produce or purchase or otherwise acquire articles elsewhere on such terms or in such manner as Buyer may deem appropriate and Seller shall be liable to Buyer for an excess cost or other expenses incurred by Buyer.


Seller hereby indemnifies Buyer, its successors, assigns, agents, customers and users of the articles against loss, damage, or liability, including costs and expenses, including attorneys’ fees, which may be incurred on account of any suit, claim, judgment or demand involving infringement or alleged infringement of any patent rights in the manufacture, use of disposition of any articles supplied hereunder, provided Buyer shall notify Seller of any suit instituted against it and, to the full extent of its ability to do so, shall permit Seller to defend the same or make settlement in respect thereof. Buyer does not grant indemnity to Seller for infringement of any patent, trademark, copyright or data rights.


Neither this order nor any rights or obligations herein may be assigned by Seller nor may Seller subcontract in whole, or substantially in whole, the performance of its duties hereunder without, in either case, Buyer’s prior written consent. The terms and conditions of this order shall bind any permitted successors and assigns to Seller. Any consent by Buyer to assignment shall not be deemed to waive Buyer’s right to recoupment and/or set off of claims arising out of this or any other transactions with Seller, its divisions, affiliates or subsidiaries, or to settle or adjust matters with Seller without notice to permitted successors and assigns.


Buyer may at any time, by a written notice, make changes in the specifications, designs or drawings, samples or other description to which the articles are to conform, in methods of shipment and packaging, or place of delivery. If any such changes causes an increase or decrease in the cost of, or the time required for, the performance of any part of the work under this order, whether changed or not changed by any such order, an equitable adjustment shall be made in the price or delivery schedule, or both, and this order modified in writing accordingly. Any claim by Seller for an adjustment must be made in writing within thirty (30) days of the receipt of any such notice, provided, however, that Buyer may, in its discretion, receive and act upon any such claim so made at any item prior to final payment under this order. Nothing in this clause shall excuse the Seller from proceeding without delay to perform this order as changed.


(A) Drawings, data, design, inventions, computer software and other technical information supplied by Buyer shall remain Buyer’s property and shall be held in confidence by Seller. Such information shall not be reproduced, used or disclosed to others by Seller without Buyer’sprior written consent, and shall be returned to Buyer upon completion by Seller of its obligations under this order or upon demand.

(B) Any information which seller may disclose to Buyer with respect to the design, manufacture, sale or use of the articles covered by this order shall be deemed to have been disclosed as part of the consideration for this order, and Seller shall not assert any claim against Buyerby reason of Buyer’s use thereof.


(A) All property used by Seller in connection with this order which is owned, furnished, charged to or paid for by Buyer including, but not limited to materials, tools, dies, jigs, molds, patterns, fixtures, equipment, drawings, and other technical information, specifications, and anyreplacement thereof, shall be and remain the property of Buyer subject to removal and inspection by Buyer at any item without cost or expense to Buyer and Buyer shall have free access to Seller’s premises for the purpose of inspection or removing such property. All such property shall be identified and marked as Buyer’s property, used only for this order and adequately insured by Seller at its expense for Buyer’s protection. Seller shall assume all liability for and maintain and repair such property and return the same to Buyer in its original condition, reasonable wear and tear expected, and when such property is no longer required hereunder. Seller shall furnish Buyer with a list thereof and shall comply with any Buyer disposition instructions applicable thereto. Buyer shall not be obligated to pay any invoices for tooling until the first article produced therefrom shall have been received and accepted. Not withstanding the foregoing, upon written notice to Buyer and to the extent such use will not interfere with Seller’s performance of this or other orders from Buyer in effect at the time Seller enters into a direct contract with the U.S. Government. Seller shall have the right to use Buyer’s property in the manufacture of end items for direct sale to the U.S. Government to the extent the Government has the right under its prime contracts with Buyer to authorize such use by Seller, provided that, to the extent practicable, Seller prominently identifies each such end item as being manufactured by Seller for direct sale to the U.S. Government.

(B) Materials excluding Government Property, furnished by Buyer on other than a charge basis in connection with this order shall be deemed to be held by Seller as bailee thereof. Seller agrees to pay Buyer’s replacement cost for all such material spoiled or otherwise not satisfactorilyaccounted for over and above 2% thereof allowable for scrap loss.


To the extent applicable hereto, Seller shall in the performance of this order comply with the Fail Labor Standards Act of 1938 (29 U.S.C. 201-219), the Walsh-Healey Public Contracts Act (41 U.S.C. 35-45), the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333), laws prohibiting the use of convict labor, all other federal, state, and local laws, all regulations and orders issued under any applicable law. Seller warrants that the equipment to be furnished hereunder, complies with the Occupational Safety and Health Act of 1970 (29 U.S.C. 651-678) and the Radiation Control for Health and Safety Act of 1968 (42 U.S.C. 263 b-n) and all applicable regulations and standards promulgated thereunder. Seller shall in the performance of this order comply with all laws and sanctions as required by the United States government. This includes the European Union Council of Regulation No. 833/2014 that prohibits the purchase, import, or transfer of iron and steel goods if they originate in Russia or are exported from Russia as required by United States sanctions.


(A) Whenever Seller has knowledge that an actual or potential labor dispute is delaying or threatens to delay the timely performance of this order, Seller shall immediately give notice thereof including all relevant information, with respect thereto, to Buyer.

(B) Seller agrees to insert the substance of this clause including this paragraph (B) in any subcontracts hereunder as to which a labor dispute may delay the timely performance of this order.


The invalidity in whole or in part of any provision hereof shall not affect the validity of any other provision.


The rights and remedies provided Buyer herein shall be cumulative, and in addition to any other rights and remedies provided by law or equity. A waiver of a breach of any provision hereof shall not constitute a waiver of any other breach. The laws of the state shown in Buyer’s address, printed on the face of this order, shall apply in the construction hereof.


Any dispute arising under this order which is not settled by agreement of the parties may be settled by appropriate legal proceedings. Pending any decision, appeal or judgment in such proceeding or the settlement of any dispute arising under this order, Seller shall proceed diligently with performance of this order in accordance with the decision of Buyer.


The review or approval by Buyer of any work hereunder or of any designs, drawings, specifications, or other documents prepared hereunder shall not relieve Seller of any of its obligations under this order nor excuse or constitute a waiver of any defects or nonconformities in any articles furnished under this order or change, modify or otherwise affect any of the provisions of this order, including, but not limited to the prices and delivery schedules contained herein.

20. TAXES:

Seller is liable for and shall pay all taxes, impositions, charges and exactions imposed on or measured by this order except those Buyer specifically agrees or is required by law to pay and which are separately stated on Seller’s invoice. Prices shall not include any taxes, impositions, charges and exactions for which Buyer has furnished an exemption certificate.

21. TIME:

Time is of the essence in the performance of this order by Seller.

22. Seller shall indemnify and hold Buyer harmless against all damages and expenses incurred by Buyer as a result of Buyer being required (a) to recall from Buyer’s customers or others any articles furnished hereunder of an end product employing any such articles as a part orcomponent thereof and (b) to repair, replace or refund the purchase price of such articles or end product, provided that such recall and such repaid, replacement or refund is based upon a defect, whether of design or manufacture in the articles furnished by Seller or the failure of such articles to conform to any standard to which such articles are required by law to conform or the failure of the article to conform to any specification or standard to which it is ordered which creates the reasonable possibility of injury to persons or property.

In the event that Seller’s articles shall not be the sole cause for such action by Buyer, the buyer shall apportion its costs, damages and expenses in such manner as it shall determine in its sole judgment is reasonable and equitable.

Buyer shall not be required to consult with, or seek Seller’s concurrence in the reporting by Buyer to any administrative or regulatory body, if any information which Buyer obtains indicating that the articles furnished by Seller either fail to conform to any standard required by law, or constitute or create of themselves or within the end product of which they are a part or component, a situation requiring recall or notice as defined by the applicable law. Seller hereby releases and discharges Buyer from any liability for any error or omission in the reporting of such information unless such error or omission is attributable to willful conduct of Buyer.

Seller shall prepare, maintain and fill with the appropriate authority such records and reports as pertain to the manufacture, sale, use and characteristics of the articles furnished to Buyer hereunder as may be required by any federal, state or local law or regulation concerning the manufacture, sale or use of the articles or the end products of which the articles may be a part or component and shall provide Buyer with copies of such records as Buyer may require and permit Buyer access to Seller’s records to permit buyer to ascertain Seller’s compliance hereunder.

23. Seller represents that the prices charged for the article covered by this order are the lowest prices charged by Seller to buyers of the same class as Buyer under conditions similar to those specified in this order and that prices comply with applicable government regulations ineffect at time of quotation, sale or delivery. Seller agrees that any price reduction made in the articles covered by this order subsequent to its placement but prior to payment thereof will be applicable to it.