Acceptance.  This Purchase Order is for immediate acceptance.  It is not a continuing offer to purchase, and is subject to withdrawal or change without notice.  Bradford Engineered Components’ offer to purchase Products from Seller is expressly conditioned upon Seller’s acceptance of these Terms.  Bradford Engineered Components expressly rejects and objects to all new, different, or additional terms submitted by Seller.

Acknowledgement and Shipping Date.  Seller shall acknowledge receipt of this order promptly and provide a definite ship date.  If the ship date is not satisfactory to Bradford Engineered Components, Bradford Engineered Components reserves the right to cancel this order.

PRICES.  Seller’s price shall not be higher than that set forth in Bradford Engineered Components’ Purchase Order.

Extra Charges.  No additional charges of any kind including charges for boxing, packing, cartage, or other extras will be allowed unless specifically agreed to in writing in advance by Bradford Engineered Components.

Extra Goods.  Except for customary quantity variations recognized by trade practice, goods in excess of those specified will not be accepted and such goods will be held at Seller’s risk, and returned at Seller’s cost.

Taxes.  Unless otherwise stated, the prices do not include sales, use, excise, or similar taxes applicable to the Products.  All such taxes and charges shall be shown separately on Seller’s invoice.

Delivery.  The obligation of Seller to meet the delivery dates, specifications, and quantities as set forth herein is of the essence of this order.  Except as otherwise provided herein, title and risk of loss on all Products supplied to Bradford Engineered Components hereunder shall pass to Bradford Engineered Components upon delivery to Bradford Engineered Components’ dock, F.O.B. Brighton, Michigan.

Delays.  If Seller fails or refuses to proceed with this order, or if Seller fails to make delivery according to the delivery schedule, Bradford Engineered Components may cancel the then remaining balance of this order, unless the delay is an Excusable Delay. 

EXCUSABLE DELAY. Except for the obligation to make payments to the other party, neither party shall be responsible for any failure to perform or delay in performing if such failure or delay is due to any strike, riot, civil commotion, sabotage, act of God, war, terrorist act or governmental action in response to any terrorist act, or other cause beyond its reasonable control. In addition, Bradford Engineered Components shall not be responsible for any failure to perform or delay in performing due to inability to obtain deliveries of necessary raw materials.

Inspection and Acceptance.  All Products shall be received subject to Bradford Engineered Components’ right of inspection and rejection.  Defective Products or Products not in accordance with Bradford Engineered Components’ specifications will be held for Seller’s instruction at Seller’s risk and if Seller so directs, will be returned at Seller’s expense.  If inspection discloses that part of the goods received are not in accordance with Bradford Engineered Components’ specifications, Bradford Engineered Components shall have the right to cancel any unshipped portion of the order.  Payment for Products on this order prior to inspection shall not constitute acceptance thereof.

Warranty.  Seller warrants that all Products covered by this order or other description or specifications furnished by Bradford Engineered Components shall be:  (a) in exact accordance with such order, description, and specifications; (b) free from defects in material and workmanship; (c) merchantable; and (d) shall conform to any warranties which arise by implication of law or by conduct of the parties.

Indemnification.  Seller agrees to indemnify Bradford Engineered Components and to hold Bradford Engineered Components harmless from all claims, losses, suits, damage, or injury, including attorney fees and costs, arising out of or related to the Products covered by this purchase order.

Seller’s Certification.  Seller must have a formalized quality system. Preferred status is given to sellers who are ISO, QS9000, or TS16949 certified.  Bradford Engineered Components may require a Seller to become certified or to adhere to these standards.

Certification.  Products must be certified using the current ASTM specification as shown on the purchase order.  Proof of certification is required with the initial shipment and must identify the ASTM specification.

MSDS Sheets.  Seller will ensure any “hazardous substance” is properly identified in accordance with federal, state and local regulations, together with any special handling instructions.

Assignment.  Neither party shall assign or transfer this order or any interest therein or monies payable thereunder without the written consent of the other party, and any assignment made without such consent shall be null and void, except that Bradford Engineered Components may without the consent of Seller, assign this order and its interest therein to any affiliated corporation, or to any corporation succeeding to Bradford Engineered Components’ business.