Supplier Terms And Conditions

VMC PURCHASE ORDER -TERMS AND CONDITIONS

1. ACCEPTANCE:  Is expressly limited to the terms of this offer. In the event of inconsistency between terms of this offer and any purported acceptance, terms of this offer shall prevail. This document shall constitute the entire agreement between us.
   
   
2. SUPPLEMENTARY TECHNICAL INFORMATION:  Seller agrees not to make any use of data, designs, drawings, specifications and other information furnished to it by VMC except for the performance of this contract and Seller further agrees not to disclose such data, designs, etc. to others except for the performance of this contract under similar restrictions against use and disclosure. Upon completion, cancellation or termination of this contract, Seller shall return to VMC on demand, all such data, designs, drawings, specifications and other information, including copies made by Seller.
   
   
3. PACKING AND SHIPPING:  No charge shall be made by Seller for packaging or storage. All items shall be packaged, marked and otherwise prepared in accordance with good commercial practices to obtain lowest shipping rates.
   
   
4. DELIVERY:  Time is of the essence in this contract, and this order is subject to cancellation without charge for failure to deliver on time except for causes beyond the Seller's control.
   
   
5. QUANTITIES:  It is Seller's responsibility to furnish the proper quantity called for on this order. No variation in the quantities specified herein will be accepted as compliance with this order. VMC reserves the right to retain any over shipments and consider them as having been delivered with the total price set forth in the Purchase Order.
   
   
6. PAYMENTS:  Starting with the day material is received, payments will be made within terms and after receipt of invoice.
   
   
7. INSPECTION:  Seller shall inspect all material prior to shipment to VMC using a plan acceptable to us. Upon request seller shall supply all test data to VMC. Material which fails to pass VMC incoming test or inspection, may be rejected and returned to Seller at Seller's expense, for credit or rebate, or paid purchase price or replacement at VMC’s option.
   
   
8. PROPERTY:  Unless otherwise agreed in writing, all tools, VMC equipment or material of every description furnished to Seller by VMC or specifically paid for by VMC, and any replacement thereof, or any materials affixed or attached thereto, shall be the property of VMC. Such property, and whenever practical each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as "Property of Valley Machining Company" and shall be safely stored separate and apart from Seller's property. Seller shall not substitute any property for VMC’s property and shall not use such property except in filling VMC’s orders. Such property while in Seller's custody or control shall be held at Seller's risk, shall be kept insured by Seller at Seller's expense in an amount equal to the replacement cost with loss payable to, and shall be subject to removal at VMC’s written request, in which event Seller shall prepare such property for shipment and shall re-deliver to VMC in the same condition as originally received by Seller, reasonable wear and tear excepted.
   
   
9. NON-DISCRIMINATION IN EMPLOYMENT:  In accordance with Executive Order 11246 (E.O. 11246), the Seller agrees not to discriminate against any employee or applicant for employment because of race, creed, color or national origin. The Seller will take affirmative action to ensure that Equal Employment Opportunity is implemented in employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training including apprenticeship. All other applicable provisions of the Rules and Regulations of the Office of Federal Contract Compliance Programs (OFCCP) are herein incorporated by reference.
   
   
10. COMPLIANCE WITH THE LAWS:  In performance of this order Seller, and all goods furnished hereunder, shall comply with all Federal, State and local laws, rules and regulations, including but not limited to, the Occupational Safety and Health Act, the Truth in Negotiation Act and all applicable requirements of the Fair Labor Standards Act, and Seller shall indemnity VMC against any loss resulting from its failure to do so.
    
    
11. CHANGES:  VMC may at any time issue a written change order. If any such change causes an increase or decrease in the cost, or the time required for, performance of this order, an equitable adjustment shall be made in price or delivery or both and this order shall be modified in writing accordingly. Any claim for adjustment under this Section 11 may, at VMC’s option, be deemed to be waived unless asserted in writing (including the amount of the claim) and delivered to VMC within thirty (30) days from the date of receipt by Seller of the change order. No change order will be binding unless issued by an authorized representative of our purchasing staff. Nothing in this Section 11 shall excuse Seller from proceeding with the order as changed.
    
    
12. TITLE AND RISK OF LOSS:  Seller shall bear all risk of loss or damage to goods covered by this order, and title shall not shift to VMC until delivery of goods and acceptance by VMC, regardless of FOB point.
    
    
13. CONFIDENTIALITY:  This order is confidential between VMC and Seller, and none of the details connected herewith shall be disclosed to any third party.
    
    
14. WARRANTY:  Seller expressly warrants that all the articles, material, and work covered by this purchase order will conform to specifications, drawings, samples or other descriptions, will be merchantable, of good material and workmanship, and free from defect, will be fit and sufficient for the purpose intended. Seller shall be responsible for both direct and consequential damages resulting from any breach of warranty.
    
    
15. ADDITIONAL PURCHASING INFORMATION:
    • Personnel shall be qualified and ISO9001 quality and manufacturing system is recommended.
    • Supplier shall notify the organization of nonconforming product disposition.
    • Supplier shall obtain organization approval for nonconforming product disposition.
    • Supplier shall notify the organization of changes in product and/or process, changes of suppliers, changes of manufacturing facility location and, where required obtain organization approval.
    • Supplier shall give right of access by the organization, their customer and regulatory authorities to the applicable areas of all facilities, at any level of the supply chain, involved in the order and to all applicable records.
    • Supplier shall maintain all records related to execution of the purchase order for a period of seven years minimum. These records shall be made available within a reasonable amount of time upon request.
    • Supplier shall flow-down relevant requirements of the purchase order to sub-tier suppliers.
    • Supplier encouraged to take Supply Chain Corporate Responsibility training. (No cost eLearning available at aiag.org)
      
      
16. COUNTERFEIT PARTS CONTROL:  The supplier must provide a Certification of Conformance (CofC) from the Original Component Manufacturer (OCM) for any component or material delivered on this purchase order. If the supplier is an authorized distributor for the OCM, the supplier’s CofC must state that they are an authorized distributor for the OCM for the exact part(s) supplied against this purchase order. If any part or material is received and the correct CofC cannot be provided by the supplier, it will be considered Counterfeit and will be impounded (without compensation) until it is dispositioned.
    
    
17. CODE OF CONDUCT:  VMC is committed to conducting its business ethically and lawfully. VMC expects that Seller will also conduct its business ethically and lawfully. VMC’s Code of Business Ethics and Supplier Code of Business Ethics are one and the same. They establish minimum standards for ethical conduct.
    
    
18. VMC CODE OF BUSINESS ETHICS:
    • We comply with the law
    • We compete fairly
    • We act with integrity in all of our business dealings
    • We treat our suppliers, partners and customers with respect
    • We treat our co-workers respectfully
    • We provide a healthy and safe work environment
    • We respect the environment
    • We contribute to our community
    • We respect human rights

VMC reserves the right to discontinue a business relationship with any Supplier if any of its officers, directors or employees is found to have violated our Code of Business Ethics. VMC reserves the right to conduct inquiries into Seller’s conduct to satisfy itself that these minimum standards are being met.