RV Products, a Division of Airxcel - Purchase Order General Terms and Conditions

1. Applicability  

This purchase order is an offer by RV Products, a division of Airxcel Inc., (the “Buyer”)to purchase the goods specified on the face of the purchase order (the “Goods”) from the party to whom the purchase order is addressed (the “Seller”) in accordance with and subject to these terms and conditions (the “Terms”; which, together with the terms and conditions on the face of the purchase order, constitute this order (the “Order”). This Order, together with any documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of the Order.  The Order expressly limits Seller’s acceptance to the terms of the Order.  These Terms prevail over any terms or conditions contained in any other documentation and expressly exclude and reject any of Seller’s general terms and conditions of sale or any other document issued by Seller in connection with this Order.

(a)      These Terms apply to any new, or repaired, or replacement Goods provided by Seller hereunder.

(b)      Buyer is not obligated to any future or minimum purchase obligations beyond the specific quantities stated in this Order.


2.  Acceptance

All Purchase Orders issued by Buyer are expressly limited to the terms and conditions contained therein, and to any additional items and conditions stated by Buyer in any additional documentation related to the Order. Acceptance of an Order by Seller may be made by signing and returning the acknowledgement copy hereof, or by other express acceptance, or by shipment of goods hereunder. If Seller uses its own order acknowledgement or other form to accept this order, it is understood and mutually agreed to that said form shall be used for Seller convenience only and any terms or conditions contained therein inconsistent with or in addition to those contained herein shall be of no force or affect whatsoever between the parties hereto. This Order is not binding on Buyer until Seller accepts the Order in writing or starts to perform in accordance with the Order. Buyer may withdraw the Order at any time before it is accepted by Seller.

3. Delivery Date

Seller shall deliver the Goods in the quantities and on the date(s) specified in this Order or as otherwise agreed in writing by the parties (the “Delivery Date”).  If no delivery date is specified, Seller shall acknowledge receipt of the order within ten days of Seller’s receipt of the order, and shall specify a proposed Delivery Date.  Buyer reserves the right to cancel the order if the proposed Delivery Date is not satisfactory.  If the proposed delivery date is accepted, then Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller’s failure to deliver the Goods on the Delivery Date.


4. Quantity

If Seller delivers more or less than the quantity of Goods ordered, Buyer may reject all Goods or any excess Goods.  Any such rejected Goods shall be returned to Seller at Seller’s risk and expense.  If Buyer does not reject the Goods and instead accepts the delivery of Goods at the increased or reduced quantity, the Price for the Goods shall be adjusted on a pro-rata basis.


5. Delivery Location

All Goods shall be delivered to the address specified in this Order (the “Delivery Location”) during Buyer’s normal business hours or as otherwise instructed by Buyer.  Address is identified on the face of the Order as “Ship To”.


6. Shipping Terms

Delivery shall be made in accordance with the terms on the face of this Order or, if none are listed on the face of this Order, then terms shall be delivery at Buyer’s location pursuant to DDP (Delivered Duty Paid) Incoterms® 2010 (formerly FOB (Free on Board) destination – prepaid).  Seller shall give written notice of shipment to Buyer when the Goods are delivered to a carrier for transportation.  Seller shall provide Buyer all shipping documents, including the commercial invoice, packing list, bill of lading, and any other documents necessary to release the Goods to Buyer within 3 business days after Seller delivers the Goods to the transportation carrier.  The Order number must appear on all shipping documents, shipping labels, invoices, correspondence and any other documents pertaining to the Order. Under no circumstances shall Buyer be the importer of record for the Goods when shipped with a designation of DDP Incoterms® 2010. 


When Goods are designated to be delivered DDP (Delivered Duty Paid) or are to be delivered DDP because no other delivery terms were specified, the Seller shall deliver the Goods when the Goods are placed at the disposal of the Buyer, cleared for import on the arriving means of transport ready for unloading at the Delivery Location.  Seller has the obligation to clear the Goods not only for export, but also for Import, to pay any duty for both export and import, and to carry out all customs formalities. Transfer of risk and transfer of title of Goods shall not occur until Goods have been delivered to the Delivery Location.


When Goods are designated as FCA (Free Carrier At), the Seller shall deliver the Goods to the named carrier defined by Buyer at the Seller’s premises or another named place. Buyer shall be financially responsible for payment of freight with named carrier/company for sea transport, overland transport, or a combination of the two. Risk of loss shall transfer to Buyer once Goods have been placed on the vessel or trailer for transport. Transfer of title of Goods shall not occur until Goods have been delivered to Delivery Location.


7. Title and Risk of Loss

Unless otherwise agreed in writing by both parties, Title of Goods passes to Buyer upon delivery of Goods to the Delivery Location.  Seller bears al risk of loss or damage to the Goods until delivery of the Goods to the Delivery Location.


8.  Shipping Instructions

No charge shall be made to Buyer for drayage and packaging unless authorized by Buyer. Merchandise shipped by freight or express shall be packed, marked, and described and the carrier shall be selected so as to obtain the lowest rate possible under freight or express classifications or regulations, except when otherwise specified by Buyer, and penalties or increased charges due to failure to do so will be charged to the Seller. The forgoing notwithstanding, Seller shall comply with all instructions of Buyer as to packaging, marking, shipping and insurance. Prior to passage of title to Buyer, the goods shall be held by Seller without risk or expense to Buyer.


9. Packaging

All Goods shall be packed for shipment according to Buyer’s instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition.  Seller must provide Buyer prior written notice if it requires Buyer to return any packaging material.  Any return of such packaging material shall be made at Seller’s expense.  


10. Inspection and Rejection of Nonconforming Goods

Buyer retains the right to inspect the Goods on or after the Delivery Date and, with respect to nonconforming goods, may return Goods or hold Goods at Seller’s risk and expense, and may in either event charge the Seller with cost of transportation, shipping, unpacking, examining, repacking, reshipping, and other like expense. Promptly upon written request, and without expense to Buyer, Seller agrees to replace or correct defects or any rejected goods or other goods not conforming to the warranty set forth in section 16. In the event of failure of Seller to replace or correct defects in nonconforming goods promptly, Buyer, after reasonable notice to Seller, may make such corrections or replace such Goods and charge Seller for the cost incurred by Buyer in doing so. Time is of the essence in this transaction. In addition to its remedies for breach of contract, Buyer reserves the right to return Goods in unopened original packing to Seller if delivered to Purchaser more than (5) days prior to the delivery date agreed to in the Order or (5) days after the delivery date shown in shipping instructions. If the delivery date shown in shipping instructions is revised by Buyer by written notification to Seller, then such five (5) day period shall not commence to run until such revised delivery date. Also, Buyer reserves the right to refuse Goods delivered contrary to instructions or not in recognized standard containers. Buyer shall be under no duty to inspect Goods prior to use or resale, and neither retention, use, nor resale of such goods shall be construed to constitute an acceptance of goods not in compliance with requirements of Buyer’s Order.

11. Price

The price of the Goods is the price stated in the Order (the “Price”).  If no price is included in the Order, the Price shall be the price set out in Seller’s published price list in force as of the date of the Order.  Unless otherwise specified in the Order, the Price includes all packaging, transportation costs to the Delivery Location, insurance, customs, duties, and fees and applicable taxes, including, but not limited to all sales, use, or excise tax, material, labor, or transportation cost or otherwise.  No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of Buyer.


12. Price Reductions

Seller shall give Buyer the benefit of any price reductions occurring before the specified shipping date or to actual times of shipment, whichever is later. Likewise, if Seller accepts this Order as a commission merchant, Seller shall obtain for Buyer from the manufacturer of such goods, the benefit of price reductions to the specified date or to actual time of shipment, whichever is later. Seller warrants the price for the articles sold to Buyer hereunder are not less favorable than those currently extended to any other customer for the same or similar articles in similar quantities.


13.  Invoices and Charge Documents

Seller shall invoice in duplicate, and all originals of all invoices, Government and commercial Bills of Lading, and air express receipts shall be made available to the Accounts Payable Department of Buyer when Goods are shipped. Packing slips must accompany each case, or container, showing the name of Buyer, and the Order Number, and the Item number, a complete description of its contents, and a matching reference to the shipping term stated on the face of the Order. Except as otherwise provided on the face hereof, the contract price includes all cost and charges to be paid or reimbursed to Seller by Buyer, including without limitation, all applicable taxes and duties and all charges for packing, loading and transportation when applicable. Any exceptions must be specifically provided for on the face of the Order and shall then be listed as separate items on Seller’s invoices. Seller shall ensure the Order and the Bill of Lading match in all areas including, but not limited to where the freight is deemed to be a part of Buyer’s owned inventory via title transfer upon delivery of Goods to the Delivery Location. Seller shall clearly state on every Bill of Lading with each shipment the agreed to term for the shipment in stating either (FCA (RV Products) or DDP (RV Products). Any deviation on the Bill of Lading will be at Seller’s risk for financial responsibility to correct and re-submit for audit review.


14. Payment Terms

Seller shall issue an invoice to Buyer on or any time after the completion of delivery at the Delivery Location and only in accordance with the Terms.  Buyer shall pay all properly invoiced amounts due to Seller in accordance with payment terms on the face of the purchase order, or if none are stated, within 30 days after Buyer’s receipt of such invoice, except for any amounts disputed by Buyer in good faith.  All payments hereunder must be in United States Dollars.


15. Setoff

Without prejudice to any other right or remedy it may have, Buyer reserves the right to set off at any time any amount owing to it by Seller against any amount payable by Buyer to Seller.


16. Warranty

Seller warrants to Buyer that all Goods will: (a) be free from any defects in workmanship, material, and design, but excluding design when the design is specified by Buyer; (b) conform to applicable specifications, drawing, designs, samples, and other requirements specified by Buyer; (c) be fit for their intended purpose and operate as intended; (d) be merchantable; (e) be free and clear of all design defects, liens, security interests, or encumbrances; and (f) not infringe or misappropriate any third party’s patent or other intellectual property rights.  These warranties survive any delivery, inspection, acceptance, or payment of or for the Goods by Buyer.  These warranties are cumulative and in addition to any other warranty provided by law or equity.  Any applicable statute of limitations runs from the date of Buyer’s discovery of the noncompliance of the Goods with forgoing warranties. All warranties contained herein shall survive inspection, test and acceptance by Buyer. Seller agrees, at its own cost and expense, to defend and hold Buyer harmless from and against any and all claims made against Buyer based upon, relating to, or arising out of any claimed defects in the goods or services sold to Buyer. Seller’s warranties (and any consumer warranties, service policies, or similar undertakings of the Seller) shall be enforceable by Buyer and by any subsequent owner or user of the Goods.

17. Changes

Unless agreed in writing by Buyer, Seller shall not purchase materials, or make material commitments, or production arrangements, in excess of the amount, or in advance of the time necessary to meet Buyer’s delivery schedule. Buyer shall have the right at any time to make changes in drawings, designs, specifications, materials, packaging, time and place of delivery and method of transportation. If any such changes cause an increase or decrease in the cost, or the time required for the performance, an equitable adjustment shall be made and the Order shall be modified in writing accordingly. Seller agrees to accept any such changes subject to this paragraph. This right to an adjustment shall be deemed waived unless asserted by Seller within (30) days after the change is ordered. Buyer or subsequent owner reserves the right to terminate any order or any part thereof for its sole convenience. In the event of such termination, Seller shall immediately stop all work on such goods and shall immediately cause any of its suppliers of subcontractor to cease such work. Seller shall be paid a reasonable termination charge consisting of a percentage of the order price reflecting the percentage of the work performed prior to the notice of termination. Such charge shall be Seller’s only remedy for such termination. Seller shall not be paid for any work done after receipt of the notice of termination nor for any work done by Seller’s supplies or subcontractors which Seller could reasonably have avoided.

18. Termination

Buyer may terminate this Order, in whole or in part, at any time, with or without cause, with respect to undelivered Goods.  Buyer may terminate this Order for cause in the event Seller fails to comply with any of the terms and conditions of the Order. Late deliveries, deliveries of goods which are defective, or delivery of Goods which do not conform to the Order, and failure to provide Buyer, upon request, reasonable assurances of future performance shall all be causes allowing Buyer to terminate an Order for cause. In the event of termination for cause, Buyer shall not be liable to Seller for any amount, and Seller shall be liable to Buyer for any and all damage sustained by reason of the default which gave rise to the termination. In addition to any remedies that may be provided under these Terms, Buyer may terminate this Order with immediate effect upon written notice to the Seller, either before or after the acceptance of the Goods, if Seller has not performed or complied with any of these Terms, in whole or in part.  If the Seller becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, then the Buyer may terminate this Order upon written notice to Seller.  If Buyer terminates the order for any reason, Seller’s sole and exclusive remedy is payment for the Goods received and accepted by Buyer prior to the termination.


19. General Indemnification

Seller shall defend, indemnify, and hold harmless Buyer and Buyer’s subsidiaries, affiliates, successors, or assigns and their respective directors, officers, shareholders, and employees and Buyer’s customers (collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgement, interest, award, penalty, fine, cost, or expense, including reasonable attorney and professional fees and costs and the cost of enforcing any right to indemnification hereunder arising out of or occurring in connection with the products purchased from Seller or Seller’s negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer’s or Indemnitees prior written consent.


20. Confidential Information

All non-public, confidential, or proprietary information of the Buyer, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Buyer to Seller, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the Order is confidential, solely for the use of performing the Order and may not be disclosed or copied unless authorized by Buyer in writing.  Upon Buyer’s request, Seller shall promptly return all documents and other materials received from Buyer.  Buyer shall be entitled to injunctive relief for any violation of this Section.  This Section shall not apply to information that is: (a) in the public domain; (b) known to the Seller at the time of disclosure; or (c) rightfully obtained by the Seller on a non-confidential basis from a third party. Seller shall consider all information furnished by Buyer to be confidential and shall not disclose any such information to any other person or use such information itself for any purpose other than performing this order unless Seller obtains written permission from Buyer to do so. This confidentiality requirement shall also apply to drawings, specifications, or other documents prepared by Seller for Buyer in connection with this order, Seller shall provide confidential information only to those of its agents, servants, and employees who have been informed of the requirements of this paragraph and have agreed to be bound by them. Seller shall not advertise or publish the fact that Buyer has ordered goods from Seller, nor shall any information relating to this order be disclosed without Buyer’s written permission. Unless otherwise agreed in writing, no commercial, financial, or technical information disclosed in any manner or at any time by Seller to Buyer shall be deemed secret or confidential, and Seller shall have no rights against Buyer with respect thereto except such rights may exist under patent laws.


21. Tools, Dies, Etc.

Seller agrees that information, tools, jigs, dies, etc., drawings, patterns, and specifications supplied or paid for by Buyer shall be and remain Buyer’s property, shall be used only on Buyer’s orders, and shall be held by Seller for Buyer unless Buyer directs otherwise. Seller shall account for such items and keep them in good working condition and fully covered by insurance at all times without expense to Buyer. Upon request from Buyer, Seller agrees to immediately return any and all Buyer owned tooling to Buyer or to Buyer’s designee.  Seller waives any statutory or other lien right in Buyer’s tooling and agrees to promptly reimburse any legal fees or costs reasonably incurred by Buyer in enforcing its right to immediate possession of Buyer owned tooling. In the event Seller devises and incorporates any new features of design into any goods made under this Order, Seller shall offer the new design to Buyer and give Buyer the option to have Seller incorporate the new features of design into new production with no additional cost to Buyer.


22. Intellectual Property Indemnification

Seller shall, at its expense, defend, indemnify and hold harmless Buyer and any Indemnitee against any and all Losses arising out of or in connection with any claim that Buyer’s or Indemnitee’s use or possession of the Goods infringes or misappropriates the patent, copyright, trade secret, or other intellectual property right of any third party.  In no event shall Seller enter into any settlement without Buyer’s or Indemnitee’s prior written consent.


23. Compliance with the Law

Seller is in compliance with and shall comply with all applicable laws, regulations, and ordinances.  Seller has and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under the Order.  Seller shall comply with all export and import laws of all countries involved in the sale of Goods under the Order.  Seller assumes all responsibility for shipments of Goods requiring any government import clearance.  Buyer may terminate this Order if any government authority imposes antidumping duties, countervailing duties, or any retaliatory duties on the Goods.


24. Limitation of Liability

Nothing in this Order shall exclude or limit (a) Seller’s liability under Sections 15, 16, 17, and 23 hereof, or  (b) Seller’s liability for fraud, personal injury or death caused by its defective product, negligence, or willful misconduct or willful misconduct.


25. Force Majeure

Neither party shall be liable to the other for any delay or failure in performing its obligations under the Order to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, without such party’s fault or negligence, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable (“Force Majeure Event”).  Force Majeure Events include, but are not limited to acts of God or the public enemy, government restrictions, floods, fire, earthquakes, explosion, epidemic, war, invasion, hostilities, terrorist acts, riots, strike, embargoes or industrial disturbances.  Seller’s economic hardship or changes in market conditions are not considered Force Majeure Events.  Seller shall use all diligent efforts to end the failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimized and resume performance under the Order.  If a Force Majeure Event prevents Seller from carrying out is obligations under the Order for a continuous period of more than 30 business days, Buyer may terminate this Order immediately by giving written notice to Seller.


26. Waiver

No waiver by any party of any of the provisions of the Order shall be effective unless explicitly set forth in writing and signed by the party so waiving.  Except as otherwise set forth in the Order, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Order shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.


27. Assignment

Seller shall not assign, transfer, delegate, or subcontract any of its rights or obligations under the Order without the prior written consent of Buyer.  Any purported assignment or delegation in violation of this Section shall be null and void.  No assignment or delegation shall relieve the Seller of any of its obligations hereunder.

28. General Provisions

(a) Seller and Buyer shall be independent contractors. This transaction does not create a principal-agent or partnership relationship between them, and neither one may legally commit the other in any matter. Nothing contained in the Order shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.  No relationship of exclusivity shall be construed from this Order.

(b) Buyer may deduct from any payment due to Seller or set-off against any claim by Seller any amount which is due to Buyer from Seller for any reason, including, among other reasons any excess transportation charges caused by deviations from Buyer’s shipping instructions or the shipping of partial shipments of Goods to be received at delivery.

(c) Seller shall comply with all laws, regulations, and policies applicable to it by any jurisdiction, and shall obtain all permits needed to complete this transaction.

(d) Seller shall obtain at Sellers expense, Comprehensive General Liability Insurance including Contractual Liability and Products liability covering Seller’s premises and operations and products with minimum limits of $3,000,000 per occurrence, $3,000,000 aggregate bodily injury, and $300,000 property damage in company or companies as shall be satisfactory to Buyer; and, shall upon request, furnish Buyer with a certificate of insurance certifying to the existence of same. All such policies and the certificate of insurance shall provide that the coverage shall not be terminated or changed without at least thirty (30) days prior written notice to Buyer. Buyer shall be added as additional insured under a broad form vendor’s endorsement. In the event that Seller’s obligations under an Order require or contemplate performance of services by Seller’s employees, or other persons under contract to Seller, to be done on Buyer’s property or property of Buyer’s customers, the Seller agrees that all such work shall be done as an independent contractor, and that the persons doing such work shall not be considered employees of Buyer. Seller shall maintain all necessary insurance coverage, including public liability and Workmen’s Compensation Insurance. Seller shall indemnify and save harmless and defend Buyer from any and all claims or liabilities arising out of the work covered by this paragraph.

(e) Goods ordered hereunder to be made with use of Buyer’s confidential information, designs, trademarks or trade names or with the trademarks or trade names of Buyer’s customers shall be furnished by Seller exclusively to Buyer. Any excess of such inventory shall be destroyed by Seller at its own expense.

(f) Seller warrants that it has neither accepted nor paid any gratuities of any kind from or to any employees of Purchaser in connection with placement of this order.

(g) Seller shall cooperate fully with Buyer at Seller’s expense in obtaining approvals of the goods requested by Buyer from certifying organizations such as Underwriters Laboratories.

(h) Any goods that are hazardous will be packaged, marked, and shipped by Seller to comply with all special Buyer requirements. Seller shall furnish Buyer a Material Hazard Data Sheet and a letter of compliance covering Conflict Minerals and ROHS compliance for all such goods.

(i) Buyer may waive performance of any condition, but waiver by Buyer of a condition shall not be considered a waiver of that condition for succeeding performance. None of Buyer’s remedies hereunder shall exclude its pursuit of other legal remedies.

(j) This document and any other documents mentioned on the face hereof, constitute the entire agreement between the parties on this subject. All prior representations or arrangements on this subject matter are superseded by these terms. All amendments to these terms must be agreed to in writing by Buyer.

(k) If any manufacturer’s excise tax, value added tax, or other tax measured by selling price is included in or added to the price of the goods paid by Buyer, then, in the event all or any part of that tax shall be refunded to the Seller, Seller shall promptly remit such refund in full to Buyer.


Any and all disputes arising between Buyer and Seller in connection with this transaction (other than actions for contribution or indemnity with respect to court actions involving third parties) shall be exclusively and finally decided by arbitration in Kansas under the commercial arbitration rules of the American Arbitration Association. The arbitration award shall be final and non-appealable. There shall be three arbitrators, one chosen by each party and the third chosen by the first two, or in the event of their failure to agree by the commercial arbitration rules of the American Arbitration Association. The arbitrators shall reach their decision, and state it in writing with reasons for it, within twelve months after the appointment of the third arbitrator.


29. Relationship of the Parties

The relationship between the parties is that of independent contractors.  Nothing contained in the Order shall be construed as creating any agency, partnership, joint venture, or other form joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.  No relationship of exclusivity shall be construed from this Order.


30. Governing Law

All matters arising out of or relating to this Order shall be governed by and construed in accordance with the internal laws of the State of Kansas without giving effect to any choice or conflict of law provision or rule (whether of the State of Kansas or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Kansas.


31. Submission to Jurisdiction

Any legal suit, action or proceeding arising out of or relating to this Order shall be instituted in the federal courts of the United States of America or the courts of the State of Kansas located in the City of Wichita, Kansas, if in federal court, and in the City of Wichita, Kansas, if in state court, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.


32. Cumulative Remedies

The rights and remedies under this Order are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity.


33. Notices

All notices, requests, consents, claims, demands, waivers, and other communication hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of this Order or to such other address that my be designated by the receiving party in writing.  All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid).  Except as otherwise provided in this order, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

34. Fair Labor Standards

Seller hereby agrees to comply with all applicable requirements of section 6, 7, and 12 of the Fair Labor Standards Act, as amended, in the performance of work hereunder, and with all applicable regulations and orders issued under Section 14 thereof. All invoices (packing slips if no invoices are issued) shall contain the following written Assurance, "we hereby certify that these goods were produced 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".

35. Affirmative Action

During the performance of this purchase order the Seller agrees to comply with Executive Order 11246 of September 24, 1965 (as may be amended), and with the rules, regulations, and relevant orders of the Secretary of Labor, and with all other applicable laws and regulations. Seller will, upon request, execute Purchaser-required certificates detailing required civil rights compliance including Equal Opportunity, Non-Segregated Facilities, Minority Business, Employment of Veterans, and Employment of Handicapped Persons.


36. Severability

If any term or provision of this Order is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.


37. Survival

Provisions of this Order which by their nature should apply beyond their terms will remain in force after any termination or expiration of the Order including, but not limited to, the following provisions: 15, 16, 18, 29, 30, and Survival.



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