Warranty

MORRIS GROUP INTERNATIONAL
PURCHASING TERMS & CONDITIONS
Morris Group International • 15125 PROCTOR AVENUE • CITY OF INDUSTRY, CA 91746 U.S.A.
PHONE [phone] or 626-336-4561 • FAX [phone] • www.morrisgroup.co
This purchase order is limited to the terms and conditions on the front and the reverse
side of Order. Buyer hereby objects to any additional or different terms proposed by
Seller in any quotation, acknowledgment or other document. Any such terms shall be
void and the terms herein or subsequently altered in writing by Morris Group
International Divisions shall constitute a complete statement of the terms and
conditions of the contract between both parties. This purchase order will be considered
accepted by Seller when any act by Seller is made to proceed with complying
purchase order. Seller has one (1) week from receipt of purchase order to object to
acceptance of purchase order. Objection must be submitted in writing to Buyer before
objection will be deemed acceptable.
TERMS OF PAYMENT: The credit terms as stated in this contract will determine the
payment by Morris Group International Divisions. Payment period, as stated on the
front of the Purchase Order, shall commence on the date of receipt of the Goods
and/or Services, or on the date of receipt of invoice, whichever may be later.
PURCHASE ORDER TERMINATION: In the event Seller fails to deliver as and when
specified, Buyer reserves the right to cancel this order or any part thereof without
prejudice to its other rights, and Seller agrees that Buyer may return part or all of
shipment so made. Seller also agrees to accept any loss or expense incurred by Buyer
as a result of failure to deliver Goods and/or Services as and when specified. If Seller
fails to deliver Goods and/or Services required by this order, or repudiates this
agreement, Buyer shall be entitled to damages based on the difference between the
market price of the Goods and/or Services at the time Buyer learns of the breach and
the contract price, together with any incidental or consequential damages authorized
by Section 2-7o15 of the Uniform Commercial Code of the State of California, less
expenses saved, if any, by Seller’s breach. Buyer shall be entitled to all incidental
damages resulting from a breach of contract by Seller, including, but not limited to,
reasonable expenses incurred in inspection, receipt, transportation and storage of
rejected Goods, expenses or commissions incurred should Buyer purchase Goods in
substitution for Goods delayed in shipment under contract with Seller. Buyer shall also
be entitled to consequential damages for any losses incurred as a result of a breach of
contract by Seller in which Seller had reason to know at the time the agreement was
executed. Buyer may terminate Order in whole or in part, at any time, for its
convenience upon written notice to Seller, Buyer’s liability shall not exceed the cost of
the existing ‘finished goods’ inventory. Buyer’s liability shall not be greater than that
required to fulfill the next delivery schedule within thirty (30) days following date of
termination. In no event shall Buyer have any liability for inventories in either category
which are not readily useable or resalable. Seller shall submit a claim for termination
settlement to Buyer within ten (10) days after the date of written notice of termination or
such claim shall be unconditionally waived. In the event of termination for any reason,
Buyer may notify Seller that all right, title and interest in and to all of any portion of
materials acquired by Seller for the performance of this Order shall pass to Buyer.
Buyer shall have the right to enter the premises where such property is located and
located and take possession thereof.
PURCHASE ORDER CHANGE NOTIFICATION: Buyer may, at any time, by written
change to the Order, suspend performance of the Order in whole or in part, make
changes to the drawings, designs, specifications, methods of shipment or packaging;
reschedule the time and/or place of delivery of the Goods and/or Services. If such
change causes an increase or decrease in the cost of, or time required for
performance of this order, an equitable adjustment shall be made in the Order price or
delivery dates, or both, and this Order shall be modified in writing accordingly. Seller
must assert its right to an adjustment under the clause within ten (10) days from the
date of the written change to this Order. Authorization to change the Goods and/or
Services provided within this order must be changed by Buyer; no other personnel
within the organization has authority to do so. No change to this Order will be binding
on Buyer unless issued in writing by The Morris Group International Purchasing
Department.
WARRANTY AGAINST INFRINGEMENT: Seller warrants that the Goods purchased
and the manufacture, sale or use thereof, do not and will not infringe any third party
patent, copyright, trademark, trade secret or proprietary right; Seller will, at its own cost
and expense, defend any suit that may arise in respect thereto, provided Seller is
notified thereof and that Seller will indemnity and hold harmless the Buyer from all loss,
damages, costs and expenses including attorney’s fees which may be incurred on
account of the assertion of any such rights by any third party.
EXPRESS WARRANTY: Seller warrants for a period of one (1) year from date of use
of product that the Goods and/or Services provided within this Order shall be free from
defects in workmanship and material, free from defects in design is Seller’s
responsibility, free from defects in design of others where Seller has acquired the use
in their products, suitable for the purposes which are stated in this Order, suitable for
use when Seller is aware of intended use of product or services by Buyer, and in strict
conformance with the requirements of this Order and all drawings and specifications
incorporated therein. The foregoing warranties are in addition to all other warranties,
express or implied, and shall survive delivery, inspection, acceptance and payment by
Buyer. If the Goods and/or services are not found to meet the warranties or
requirements specified herein, Buyer may, at its election, return such Goods and/or
Services are not found to meet the warranties or requirements specified herein, Buyer
may, at its election, return such Goods and/or Services to Seller at Seller’s expense for
correction, replacement, re-performance or credit, plus transportation charges. Any
Goods and/or Services corrected, replaced or re-performed shall, from date of delivery
by Seller, be subject to the provisions of this clause for the same period and to the
same extent as the Goods and/or Services initially furnished herein. If the Goods and
/or Services delivered under this order are incorporated into any end item to be
delivered to Buyer’s customer, Seller’s obligation under this clause shall be extended to
one (1) year after the delivery of the end item to Buyer’s customer, Rights granted to
Buyer under this clause are in addition to any rights or remedies provided elsewhere in
this Order or in the law, and shall not be deemed to be exclusive. All warranties shall
run to Buyer and its customers.
SPECIFICATION/PRODUCT APPROVALS: If Goods are delivered that do not fully
comply with the provision of this contract and those Goods are rejected by Buyer,
Seller shall have no right to cure the delivered Goods by substituting a conforming
delivery. Any rights Seller may otherwise have had under the provision of the Uniform
Commercial Code or any other applicable law or regulation to cure nonconforming
delivery will be negated.
INSPECTION: Buyer must be advised of all shipments, specifying quantity, weight and
content, with specific reference to the Purchase Order number. A detailed packing slip
must be enclosed in each package. All Goods ordered herein will be subject to
inspection and test by Buyer to the extent practicable at all times and places, including
the period of manufacture and, in any event, prior to acceptance. Inspection made by
Buyer does not constitute final acceptance of Goods. Seller assumes continuing quality
and specification compliance responsibility for the part parts indicated on this Order.
Buyer requires that each part be provided with its own certification complying with
Buyer’s issued engineering print. Final acceptance is effective at plant receipt and use.
Buyer reserves the right to inspect incoming Goods and notify Seller within thirty (30)
days of receipt, should shortages, damages and unapproved overages occur. All
overages will be subject to acceptance dependent upon the current requirements of
Morris Group International Divisions. If any Goods delivered to not meet the
requirements of this Order, Buyer shall have the right to reject such Goods. With
respect to any Goods rejected by Buyer, Buyer may, within a one (1) year period, in its
sole discretion, hold such Goods for Seller’s instructions, at Seller’s risk, upon
notification to Seller or return of such Goods at Seller’s expense. Payment for any
Goods shall not be deemed an acceptance thereof. Acceptance of any goods after
inspection shall not constitute a waiver of any warranty made by Seller herein or
implied by law, nor shall it preclude Buyer from revoking its acceptance thereafter for
any latent defects or fraud. Seller shall accept all responsibility of filing freight claims
should Goods be received with damages. It is responsibility of Seller to replace the
Goods immediately to Buyer in order to avoid breach of contract.
FORCE MAJEURE: If the performance of this agreement by Seller or Buyer is
prevented or delayed by acts of civil military authority, war, flood, fire, epidemic or other
acts of God, or other foreseeable causes beyond its control not due to its fault or
negligence, the party affected shall be excused from such performance during the
continuance of any such event to the extent that the party is prevented or delayed
thereby; provided, however, that if such delay extends for thirty (30) or more days, the
other party may terminate the agreement without liability. If any such delay is caused
by the delay of a sub-contractor or Seller and is beyond the control and without the fault
of negligence of both Seller and sub-contractor, Seller shall incur no liability for such
delay unless the Good and/or Services to be furnished by such sub-contractor were
obtainable from other sources in sufficient time to meet the required delivery herein.
Revised January 2014
Purchasing Terms & Conditions are subject to change.
Always refer to the latest online document at www.morrisgroup.c o /pur