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These Terms and Conditions of Purchase (the Terms) are incorporated into every Purchase Order through which Busche Performance Group, Inc, Busche Workholding, Shipston Aluminum Technologies International, Inc. a/k/a Busche Aluminum Technologies, Shipston Aluminum Technologies (Michigan), Inc. a/k/a Busche Aluminum Technologies – Fruitport, Shipston Aluminum Technologies (Indiana), Inc. a/k/a Busche Aluminum Technologies – Franklin, Busche Southfield, Inc. a/k/a Busche CNC – Southfield, Busche Technologies, Inc. a/k/a Busche Tech Center, Corporacion Figamach, S.A. DE C.V., a/k/a Busche Ramos, and each of their subsidiaries and affiliated companies (“Buyer”) purchases Goods from any supplier (“Seller”). The particular Buyer is the entity designated as such on the Purchase Order. As used in these Terms, the Purchase Order means not only the Purchase Order itself, but also the Terms, any Releases, and any other incorporated documents, as well as any modifications to any of these documents. As used in the Terms, the Goods are the products, parts, components, Tooling, matters, services, or materials (including related documentation and the source code and object code of any software) the delivery of which is the subject of the Purchase Order.
Maintaining the competitiveness of the Goods is of critical importance to the parties´ commercial relationship. Competitiveness of the Goods is ensured if the Goods correspond to comparable goods of Seller’s competitors in terms of prices and technology. If a comparable product is offered to Buyer at competitive conditions, Buyer will notify Seller in writing and will set a reasonable period of time, not less than 30 days, for Seller to restore full competitiveness of the Goods. Upon receiving that notice, Seller will promptly prepare a plan of actions that Seller will take in order to restore competitiveness of the Goods, and will furnish Buyer with that plan, together with a corrected offer. Through the corrected offer, Seller will restore competitiveness of the Goods within the period of time set by Buyer. Seller’s obligation to maintain competitiveness is a material contractual obligation.
These warranties are in addition to all other warranties provided by law.
If Buyer, its customer, or the manufacturer of the vehicles (or any other end products) into which the Goods, or products, components, or systems containing the Goods, have been assembled performs a recall, any other field- or garage-action, or a customer-service campaign, either upon its own initiative or upon the decision of any public authority (a Recall), Seller will be liable to Buyer for all damages in connection with the Recall to the extent that the Recall results from the delivery of Defective Goods or from any other breach of the Purchase Order by Seller.
as well as any and all replacements, additions, attachments, accessories, and maintenance (collectively “Provided Property”), are the property of Buyer, its customer, or its ultimate OEM end customer, unless agreed otherwise, and are held by Seller on a bailment basis only.
For Goods that will be incorporated into products for vehicles, Seller will supply Buyer with 100% of its requirements for service and spare parts for 15 years after the end of production. During this 15-year period, the price will be the price on the most recent production Purchase Order, plus any additional costs for packaging and processing to which Buyer agrees. If requested by Buyer, Seller must provide servicing literature and other materials at no extra cost in order to support Buyer’s spare-parts-sales activities.
Title to the delivered Goods will pass to Buyer upon delivery. Seller may not prolong or extend any reservation of title.
Buyer or its affiliates may set off any claim, whether due or not due, present or future, that it has or may have against Seller or its affiliates or to offset against any such claim that Seller or its affiliates may have against Buyer or its affiliates.
Under no circumstances may Seller cease deliveries to Buyer that are required by the Purchase Order. Seller acknowledges that its failure to deliver as required by the Purchase Order will cause irreparable harm to Buyer, and that if it does stop deliveries, preliminary and permanent injunctive relief should be granted in Buyer’s favor, compelling Seller to resume and continue deliveries as required by the Purchase Order.
For Goods to be imported into the United States, Seller will either: (A) be certified for deliveries to be made into the United States by the U.S. Customs & Border Protection in compliance with the Customs-Trade Partnership Against Terrorism (C-TPAT), and maintain that certification for the Term; or (B) accept, implement and comply with all applicable Trade Security Programs, including recommendations or requirements of the C-TPAT initiative (http://www.cbp.gov). At Buyer’s or the Customs Service’s request, Seller will certify in writing its acceptance, implementation, and compliance with the C-TPAT and any accompanying recommendation and guidelines. Seller will indemnify and hold Buyer harmless from and against any liability, claims, fines, demands, or expenses (including attorney’s or other professional fees) arising from or relating to Seller’s failure to accept, implement, or comply with C-TPAT.
To the extent required by law, the following clauses relating to contracts with the U.S. Government are incorporated into and made applicable to all purchase orders: (i) the Equal Opportunity clause, 41 C.F.R. 60-1.4; (ii) the Affirmative Action for Disabled Veterans & Veterans of the Vietnam Era clause, 41 C.F.R. 60-250; (iii) the Affirmative Action for Handicapped Workers clause, 41 C.F.R. 60-741; (iv) the posting requirements of Executive Order 13201; and (v) the Federal Acquisition Regulations. Seller will comply with all applicable requirements of Sections 6.7 and 12 of the Fair Labor Standards Act, 29 U.S.C. §§ 201 et seq. (“FLSA”) in the performance of work under any Purchase Order, and with all applicable regulations and orders issued under Section 14 of FLSA. Seller will indemnify and hold Buyer harmless from and against any liability, claims, fines, demands, or expenses (including attorney’s or other professional fees) arising from or relating to any claim that Seller violated these federal contract requirements or the FLSA.