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Purchase Orders
Sales Orders
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Purchase Orders

1) Acceptance of this order by any means of acknowledgment or any shipment of goods ordered or performance of services called for hereunder, shall constitute acceptance by Seller of the terms and conditions contained in this order. Any terms or conditions proposed by the Seller inconsistent with or in addition to the terms and conditions contained herein shall be void and of no effect unless specifically agreed to by the Buyer in writing. The terms and conditions together with such written modifications constitute the entire agreement between the parties.

2) Buyer reserves the right to withdraw this order at any time prior to actual receipt of written acceptance hereof by Seller. Notwithstanding receipt of acceptance. Buyer may cancel this order in whole or in part and be relieved of all liability for any undelivered portion in addition to any other right or remedy, in the event:

a) that merchandise fails to meet Buyer's specifications, or

b) that Seller fails to deliver, at any time, goods strictly conforming to the terms of this order, or

c) that as a result of fire or other casualty, Buyer cannot operate its place of business, or

d) of Seller's bankruptcy, insolvency, receivership, reorganization, assignment for benefit of cessation of business.

3) Delivery shall not be deemed to be complete until conforming goods have been actually received and accepted by Buyer. Notwithstanding any agreement to pay freight, express or other transportation charges, the risk of loss or damage in transit shall be upon the Seller.

4)  Seller warrants that all goods delivered hereunder will conform with the specifications and approved sample, if furnished, and shall be free from defects, including latent defects.  ESD packaging is required on all electronic parts and assemblies in accordance with ANSI/ESD S20.20.  Process requirements for critical characteristics are found in the current issues of Grayhill Standard Operating Procedure Number 2338 and all deliveries to Grayhill for resale parts must adhere to this procedure.  Seller warrants said goods to be fit and safe for their intended use, and acceptance of this order shall constitute an agreement upon Seller’s part to indemnify and hold Buyer harmless for all claims, liability, loss, damage and expense incurred or sustained by Buyer by reason of any breach of any of such warranties and such obligation shall survive the acceptance of the goods and payment therefore by the Buyer.  In the event that a defect or non conformance is discovered with any supplied item or services, Seller is required to notify the buyer of the defect or non conformance within five (5) days of discovery.

5) Unless the goods ordered hereunder are of design furnished by Buyer, Seller agrees to defend, at its own expense, Buyer and its customers and users of its products and to hold them harmless with respect to any and all claims that the products and materials furnished by the Seller under this order infringe any patents, and also with respect to any and all suits, controversies, demands and liabilities arising out of any such claims.

6) Articles shipped may not be invoiced at higher prices than shown, except as may be otherwise provided on this order, the price includes all charges for boxing, packing, cartage and other such items and all applicable Federal, State and local taxes in effect on the purchase order date.

7) Unless otherwise specifically states by Grayhill, Inc. ("Buyer") in the Purchase Order, payment terms are Net 45 days. The cash discount period will date from receipt of goods or date of invoice, whichever is later. C.O.D. shipments will not be accepted.

8) All molds, dies, tools, special fixtures, jigs, gauges, patterns, plates and models, paid for by Buyer unless expressly stated on this order to the contrary, are Buyer's property and are to be delivered to Buyer on demand. Seller agrees to maintain said items in first class operative condition at Seller's expense so long as Seller has such items in its possession. Seller agrees to mark all such items in the manner required by Buyer. No use of said items shall be permitted except, as authorized by Buyer. Unless otherwise agreed; payment for the tooling items shall not be due until Buyer accepts the first run of fabricated parts from said items. Seller agrees to conform to Buyer's standard operating procedure (SOP) 2924 for submitting samples to new or changes to molds, dies, tools, special fixtures, jigs, gauges, patterns, plates, and models. While in Seller's custody or control, such property shall be held at Seller's risk and Seller shall be responsible for all loss or damage thereto. Seller agrees to insure all such items at its expense in an amount equivalent to their replacement cost.

9) Seller certifies that all goods furnished hereunder will be produced in compliance with all applicable requirements of the Fair Labor Standards Act of 1938, as amended, and all regulations and orders issued thereunder.  All invoices must carry the following certification:

“We hereby certify that these goods were produced, or services performed in compliance with all applicable requirements of Section 6, 7 and 12 of the Fair Labor Standards Act, as amended, and of regulations and orders of the United States Department of Labor issued under Section 14 thereof.”

10) The remedies herein reserved by Buyer shall be cumulative and in addition to any other legal remedies. No waiver of a breach of any provision of this purchase order shall constitute a waiver of a continuing or further breach of such provision or of any other provision hereof.

11) The contract resulting from this order shall be governed and construed according to the laws of the State of Illinois and shall not be assignable by the Seller.

12) Work Product Disclaimer: "The manufacture, production and/or shipment of the items that are the subject matter of the within Purchase Order may require design work, product development applications, specification development and other work product of a nature which may be deemed proprietary, confidential or otherwise not generally known to the trade or public. Unless expressly stated on this order to the contrary, all such work product, including documents evidencing such work product and know-how relating to such work product are the exclusive property of Grayhill, Inc. and shall be delivered to or otherwise made known to Grayhill, Inc. upon its demand. In no event shall such work product (or any portion thereof) be deemed the property of the seller, nor shall the seller exert or attempt to exert any ownership or proprietary interest therein".

13) The parties agree that the law of the State of Illinois shall apply to the interpretation and enforcement of this contract and the transaction described herein, excluding, however, the United Nations Convention of contracts for the international sale of goods.

14) Grayhill is an equal opportunity employer and is in compliance with Executive Order 11246 and all applicable portions of volume 41 CFR chapter 60. In this regard, Seller agrees to comply with all applicable provisions of 41CFR60-1,4(a), 41CFR60-250,4 and 41CFR60-741,4 (regarding equal employment opportunities for minorities and females, veterans and the handicapped, respectively).

15) All shipments of parts, material, and services against this purchase order shall be in compliance with buyer's drawings and/or specifications (including ISO 9001). Seller shall flow down to their subtier subcontractors the applicable requirements on purchasing documents, including key characteristics, when required. Inspection records of product shipped to Grayhill on this purchase order must be retained for a minimum of seven years. These records must be stored in a protected area, legible, and be retrievable and identifiable easily upon request of Grayhill associates or their customers and regulatory authorities as approved by Grayhill.

16) Right of Entry: Buyer’s authorized representatives and/or the Federal Aviation Administration (FAA) or equivalent foreign agency may enter seller’s plant at all reasonable times to conduct preliminary inspections and tests of the products an work-in-process. The seller shall include in its major subcontracts issued in connection with an order a like provision giving buyer and/or the FAA the right to enter the plants of seller’s subcontractors. Buyer and/or the FAA may assign representatives at seller’s plant on a full-time basis. Seller shall furnish, free of charge, all office space, secretarial service and other facilities and assistance reasonably required by buyer’s and/or the buyer’s and/or the FAA representatives at the seller’s plant.

17) Seller’s design changes are not permitted without prior notification to and approval by Grayhill.

Note: All above referenced operating procedures are available by request to your appropriate Grayhill purchasing agent.

Revised 06/27/2003

Sales Orders

1) These terms and conditions supersede the terms and conditions of the Buyer's Purchase Order. Any provision of the Buyer's Purchase Order which conflicts with these terms and conditions shall be ineffective and these terms and conditions shall govern unless the Seller shall subsequently agree otherwise in writing.
 
2) This contract may not be changed or terminated orally, and no change, termination or waiver of any of its provisions shall be valid unless in writing and signed by Seller.
 
3) Unless otherwise stated herein, all prices are F.O.B. Seller's plant in LaGrange, Illinois. Method of delivery and routing shall be at the Seller's discretion. Notwithstanding any agreement to pay freight, delivery of good purchased hereunder to a common carrier or licensed trucker shall constitute delivery to Buyer, and all risk of loss or damage in transit shall be borne by Buyer. In the event the Buyer requires special packing, Buyer shall pay an additional charge for the same, as determined by Seller.
 
4) Prices are based upon continuous production in uninterrupted runs of the quantity specified. The price for smaller runs shall be subject to a reasonable increase in price. On units classified as non-standard (regardless of whether or not catalogued), that is units fabricated to individual customer requirements, drawings, specifications or design as contrasted to standard items offered by the company for general sale, Seller reserves the right to fabricate the entire quantity ordered in one production run, although shipments will be made in accordance with any agreed delivery schedule. In the event of cancellation of such non-standard items, the cost of raw material, components, sub-assemblies or finished assemblies on quantities equivalent to the full production run for the entire quantity ordered plus normal overrun shall be considered as part of applicable cancellation charges.
 
5) Seller shall not be liable for failure to deliver or delays in delivery occasioned by strikes, lock-outs, inability to obtain materials or shipping space, breakdowns, delays of carriers or suppliers, governmental acts and regulations, acts of God and other causes beyond Seller's control; nor shall same because for cancellation of the order described herein. It is understood that delivery will be made in accordance with Seller's regular manufacturing schedule. Every effort will be made to meet the Buyer's required delivery dates but Seller will not be liable for any damages resulting from delays in delivery.

6) Delivery of ten (10%) percent more or less than quantity specified herein shall constitute fulfillment of this agreement. Buyer hereby promises to accept and pay for any excess not exceeding ten (10%) percent. Buyer agrees to pay any price increase of ten (10%) percent or less than the amount specified herein which Seller may impose if such increase reflects an equivalent increase in Seller's costs of components or raw materials between the date hereof and the scheduled delivery date. Catalogue or other specified weights are estimated but are not guaranteed.

7) Unless otherwise stated, Seller's prices do not include sales, use, excise or similar taxes. Consequently, in addition to the price specified herein, the amount of an present or future sales, use, excise or similar tax applicable to the sales of the products hereunder shall be paid by Buyer, or in lieu thereof. Buyer shall provide seller with a tax exemption certificate acceptable to the taxing authorities.

8) Except as otherwise stated herein, Buyer may not cancel this contract except with the written consent of the Seller. In the event of unauthorized cancellation or other breach by Buyer, Seller's damages shall include but are not limited to the following:

a) Invoice price of all goods which have been identified to the contract, whether such goods have been delivered to Buyer or not.

b) Actual costs incurred by Seller for goods not completed, which are allocable to the balance of the contract, including the cost of discharging Seller's liabilities which are so applicable, and the costs of materials on hand which were acquired or produced in connection with this order, plus a reasonable allowance for profit in connection with this order, plus a reasonable allowance for profit in connection with partially finished work and materials.

c) A reasonable allowance for profit in connection with goods called for under the contract, but with respect to which production has not yet begun at the time of cancellation or other breach.

d) Reasonable costs of collection incurred by Seller, including accountants and attorneys' fees.

9) Seller reserves the right to make delivery in installments, unless otherwise expressly stated herein. All such installments shall be separately invoice and paid for when due, without regard to prior or subsequent deliveries. Delay in delivery of an installment shall not relieve Buyer of its obligations to accept
remaining deliveries.

10) Seller reserves the right at any time, to revoke any credit extended to Buyer because of Buyer's failure to pay for any goods when due or for any reason deemed good and sufficient to Seller, and in such event Seller shall have the right to demand that all subsequent shipments be paid for prior to delivery.

11) SELLER'S LIABILITY UNDER THIS CONTRACT SHALL BE LIMITED TO THE STATED SELLING PRICE PER UNIT OF ANY DEFECTIVE ARTICLES AND SHALL, IN NO EVENT INCLUDE BUYER'S MANUFACTURING COSTS, LOST PROFITS OR GOODWILL, OR ANY OTHER SPECIAL OR CONSEQUENTIAL
DAMAGES.

12) All prices, unless otherwise provided, are net thirty (30) days from date of invoice. No discount will be allowed on tool, die, jig, mold and fixture changes, if any.

13) Unless otherwise agreed specifically in writing, all tools, dies, jigs and fixtures made or furnished by Seller shall remain Seller's property, whether or not the cost thereof has, in any way been paid by Buyer. If any tools, dies, molds, jigs and fixtures employed by Seller in connection with this contract are Buyer's property, they shall be held at Buyer's risk. Seller shall have a lien on such items and on any other items of Buyer's property which are in Seller's possession to secure all indebtedness whatsoever due from Buyer to Seller, which lien may be enforced by sale or court action. Seller's assertion of such lien shall not constitute a default under this contract.

14) Buyer shall indemnify, defend and hold Seller harmless from and against all claims, suits, judgments, costs, losses, expenses (including attorneys' fees) and liabilities from infringement (actual or claimed) of patents or trademarks arising from compliance with Buyer's specifications or instructions.

15) If, pursuant to Buyer's request, Seller shall agree to postpone delivery beyond the date specified in its order, Seller shall have the right to demand payment when the items are completed. Such complete items shall be held at Buyer's risk, and Buyer shall pay reasonable storage charges during the period that the shipment is delayed.

16) The remedies herein reserved by Seller shall be cumulative and in addition to any other legal remedies. No waiver of a breach of any portion of this contract shall constitute a waiver of continuing or future breaches of such provision or of any other provision hereof.

17) This contract represents the entire agreement of the parties and shall not be assignable by Buyer voluntarily or by operation of law or otherwise without Seller's consent.

18) This contract is made in an shall be governed by and construed according to the laws of the State of Illinois.

19) Anything herein to the contrary notwithstanding, any action for alleged breach by Seller of the contract between the parties, including, but not limited to an action for breach of the warranties herein set forth, shall be barred unless commenced by Buyer within one (1) year of the accrual of such cause
of action.

20) Claims for shortages in shipment must be made in writing and within ten (10) days of receipt by Buyer or shall be deemed waived.

21) Stenographic or clerical errors are subject to correction.

22) The parties agree that the law of The State of Illinois shall apply to the interpretation and enforcement of its contract and the transaction described herein, excluding, however, the United Nations Convention on contracts for the international sale of goods.

DISCLAIMER OF WARRANTY
Seller warrants the goods sold will conform in all material respects with all pertinent specifications including performance specifications, drawings and approved sample, if furnished. In the event that this contract includes a commitment by Seller to furnish goods of a certain rated output capacity, such commitment shall refer to the capacity of the goods when operated with materials of the same kind, quality and grade as any samples furnished to Seller in the development of the items, and to operation of such products under the same voltage and environmental conditions as in Seller's plant. Operation of such items to the quoted capacity in Seller's plant shall be conclusive proof of their capacity. Seller also warrants said goods to be free of defective material and factory workmanship. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED. SELLER MAKES NO WARRANTY THAT SAID ARTICLES ARE FIT FOR ANY PARTICULAR PURPOSE; NOR ANY WARRANTY AS TO THE MERCHANTABILITY OR QUALITY OF ARTICLES SOLD EXCEPT AS HEREIN STATED. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. All claims for alleged defects in goods under this warranty shall be deemed waived unless made in writing and delivered to Seller within thirty (30) days after receipt of goods by Buyer. This warranty shall not apply where goods sold are subject to misuse, neglect, accident, improper application or have been repaired or substantially altered by others. Should Seller determine that goods sold are non-conforming, Seller will, at its exclusive option, repair or replace such non-conforming goods or reimburse the Buyer for the cost thereof. Transportation charges covering returned goods will be borne by Seller only when such goods prove defective within the warranty period and are returned within the warranty period. No returns will be accepted unless authorized by the factory, and Buyer shall bear all risk of loss or damage to returned goods in transit.

Quotations

1) This Quotation is for informational purposes only and is subject to change or withdrawal without notice. Your order will constitute an offer in accordance with the terms and conditions herein stated and such offer, upon acknowledgement by Seller on its Sales Order Acknowledgement Form or acceptance at LaGrange, Illinois, will constitute an agreement between us. Your oder after such acceptance by us will not be subject to cancellation, change or reduction in amount, or suspension by you of deliveries, unless prior to such action you have obtained our written consent.

2) Any of the terms and provisions of Buyer's order which are inconsistent with these conditions of sale or the Terms and Conditions stated in the Seller's Acknowledgement of Buyer's offer shall not be binding on this Seller. No waiver, alteration or modification of any of the provisions on either side of this Quotation shall be binding unless in writing and signed by an executive officer of the Seller.

3) Prices are based upon continuous production in uninterrupted runs of the quantity specified. The price for smaller runs shall be subject to a reasonable increase in price at Seller's discretion. Orders for other than standard catalog items are accepted on the basis of the Buyer accepting and paying for ten (10%) percent more or less than the quantity specified herein. Quantity prices are based on the shipment of the entire quantity within any given ninety (90) day period.

4) Unless otherwise stated, Seller's prices do not include sales, use excise or similar taxes. Consequently, in addition to the price specified herein, the amount of any present or future sales, use, excise or similar tax applicable to the sales of the products hereunder shall be paid by Buyer, or in lieu thereof, Buyer shall provide Seller with a tax exemption certificate acceptable to the taxing authorities.

5) On goods fabricated, manufactured or produced to individual customer requirements, drawings, specifications or design, Seller reserves the right to fabricate, manufacture or products the entire quantity ordered in one production run, unless shipments will be made in accordance with Buyer's requested schedule. In the even of cancellaton or such non-standard goods, any raw material components, sub-assemblies or finished assemblies on quantities equivalent to the full production run for the entire quantity ordered plus normal overrun shall be as part of applicable cancellation charges.

6) Seller reserves the right to change prices on goods schedules for delivery to Buyer later than ninety (90) days following the date of acceptance of the order therefore, including any installment of goods to be delivered even though a prior installment was delivered within the said ninety (90) day period. Seller hereby agrees that any such increase in price under this paragraph shall be based upon the increase in the cost of material or labor incurred by the Seller.

7) All prices unless otherwise stated are net with balance due 30 days from date of invoice.

8) Unless otherwise stated herein, all prices are F.O.B. Seller's Plant. Method of delivery and routing shall be at Seller's discretion unless specifically designated by Buyer. Nothwithstanding any agreement to pay freight, delivery of goods purchased hereunder to a common carrier or licensed trucker shall constitute delivery to Buyer, and all risk of loss or damage in transit shall be borne by Buyer.

9) It is understood that every effort will be made to deliver product in accordance with Seller's regular production schedule. Seller shall not be liable for failure to deliver or delays in delivery occasioned by strikes, lock-outs, inability to obtain materials or shipping space, breakdowns, delays of carriers or suppliers, governmental acts and regulations, acts of Godand other causes beyond Seller's control, nor shall same be cause for cancellation of any order. Seller shall not be liable for any damages resulting from delays in delivery. Delivery shall be deemed timely if made within ten (10) working days of the scheduled delivery date.

10) Seller reserves the right, at any time, to revoke any credit extended to Buyer because of Buyer's failure to pay for goods when due or for any other reason deemed good and sufficient by Seller, and in such event, all subsequent payments shall be made in advance of shipment or on delivery at Seller's discretion.

11) Seller reserves the right to make delivery in installments unless otherwise expressly stated herein. All such installments shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of an installment shall not relieve Buyer of its obligations to accept remaining deliveries.

12) Seller warrants the goods sold will conform with all pertinent specifications including performance specifications, drawings, and approved sample, if furnished. Seller also warrants said goods to be free of defective material and workmanship, but unless agreed to by Seller in writing. Seller will not inspect one hundred (100%) percent of all goods delivered to Buyer. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED. SELLER MAKES NO WARRANTY THAT SAID GOODS ARE FIT FOR ANY PARTICULAR PURPOSE, NOT ANY WARRANTY AS TO THE MERCHANTABILITY OR QUALITY OF GOODS SOLD EXCEPT AS HEREIN STATED. All claims for alleged defects in goods under this warranty shall be deemed waived unless made in writing and delivered to Seller within thirty (30) days after date of shipment, and on any such claims the Seller has the option of inspecting the goods claimed defective at Buyer's place of business or having them reshipped to Seller for inspection. This warranty shall not apply where goods have been subject to misuse, neglect, accident, improper application or have been repaired or substantially altered by others. Transportation charges covering returned goods shall be borne by Seller only when said goods are determined by Seller to be defective and covered by the warranty. No returns will be accepted unless authorized by Seller in writing.

13) SELLER'S LIABILITY SHALL BE LIMITED TO SELLER'S STATED SELLING PRICE PER UNIT OF ANY DEFECTIVE GOODS AND SHALL IN NO EVENT, INCLUDE BUYER'S MANUFACTURING COSTS, LOSS OF PROFITS OR GOODWILL, OR ANY OTHER SPECIAL OR CONSEQUENTIAL DAMAGES. SELLER MAY AT ITS DISCRETION REPAIR AND/OR REPLACE, OR AT ITS OPTION, ISSUE THE BUYER CREDIT FOR SUCH DEFECTIVE GOODS RETURNED BY THE BUYER.

14) Buyer shall indemnify, defend and hold Seller harmless from and against all claims, suits, judgements, costs, losses, expenses (including attorney's fees) and liabilities from infringement (actual or claimed) of patents, copyrights or trademarks arising from compliance with Buyer's design, specifications or instructions and the fulfillment of Buyer's order.

15) Unless otherwise agreed specifically in writing, all tools, dies, molds, jigs or fixtures made or furnished by Seller shall remain Seller's property, whether or not the cost thereof has, in any way, been paid by Buyer. If any of the above items used by Seller in connection with this contract are Buyer's property, they shall be held at Buyer's risk and Seller shall not be responsible or liable for damage thereto or loss or destruction thereof; and Buyer agrees that Seller shall have a lien thereon while in Seller's possession to secure all indebtness whatsoever due from Buyer to Seller, which lien may be enforced by sale or court action. Seller's assertion of such lien shall not constitute a default under this Agreement.

16) Except as otherwise stated, any contract between Buyer and Seller shall be non-cancellable except with the written consent of Seller. In the event of cancellation, Buyer shall pay Seller, at Seller's option, the following as liquidated damages:

(a) Invoice price of all goods which have been identified to the contract, whether such articles have been delivered to Buyer, or not.

(b) Actual costs incurred by Seller for goods not completed, which are allocable to the balance of the contract, including the cost of discharging Seller's liabilities which are so applicable, and the costs of materials on hand which were acquired or produced in connection with this order, plus a reasonable allowance for profit in connection with partially finished work and materials.

(c) A reasonable allowance for profit in connection with goods called for under the contract, but with respect to which production has not yet begun at the time of the cancellation.

(d) Reasonable costs incurred by Seller inducing accountants' and attorneys' fees, if any, for making termination settlement hereunder.

17) Seller shall not be responsible or liable for damage to or loss or destruction of drawings, artwork, samples or other items provided by Buyer or prepared by Seller at Buyer's expense, not called for within thirty (30) days after the completion of the order for which they are used.

18) The remedies herein reserved by Seller shall be cumulative and in addition to any other legal remedies. No waiver of a breach of any portion of this contract shall constitute a waiver of continuing breach of such provision or of any other provision hereof.

19) Claims for shortages in shipment must be made within ten (10) days of receipt by Buyer or shall be deemed waived.

20) Any Contract, including the terms and conditions of Seller's Acknowledgement of Buyer's order, constitutes the entire agreement of the parties, and shall not be assignable by Buyer voluntarily or by operation of law or otherwise without Seller's consent.

21) Any contract between the parties shall be governed by and shall be construed according to the laws of the State of Illinois.

22) Anything herein to the contrary notwithstanding, any action for alleged breach by Seller of a contract between the parties, including, but not limited to an action for breach of the warranties herein set forth, shall be barred unless commenced by Buyer within thirty (30) days from the date of the occurrence giving rise to such cause of action.

23) Stenographic or clerical errors are subject to corrections.