Granco Clark
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  1. If the order herein given specifies Buyer's requirements for any period at the prices herein stated, Buyer reserves the right, in the event the market price of the goods declines, or Buyer is offered similar articles of as good quality at a price less than the price stated herein, to cancel the unfilled portion of this order, unless Seller meets the lower price.
    • The dates of delivery herein specified are to the essence of this contract.
    • Buyer reserves the right to return excess shipments at Seller's expense.
    • Unless otherwise specified herein, the necessary special tools, die, patterns or other equipment shall be furnished by and maintained at the expense of Seller. If so specified and if a charge is made to Buyer for such tools, di es, patterns or other equipment, they are, unless otherwise agreed upon, the property of Buyer and are for the sole use of Buyer, and are subject to removal at any time upon demand by Buyer.
    • All specifications, blueprints, drawings, technical information or data furnished to Seller hereunder shall be used only in the manufacture of material furnished to Buyer.
    • Buyer reserves the right to cancel any portion of this order if not filled as specified. Payment for material on this order shall not constitute an acceptance thereof, but all material shall be received subject to Buyer's inspection and rejection. Defective material or material not in accordance with Buyer's specifications will be held for Seller's instructions and at his risk, or returned at Seller's expense, plus a charge amounting to Buyer's cost covering the handling of such material. No goods returned as defective shall be replaced without an order. Buyer also reserves the right to have rejected material replaced by Seller.
    • All installation work is subject to the inspection and approval of Buyer.
  2. Seller warrants that all articles, material and work covered by this order will conform to the specifications, drawings, samples or other description furnished by the Buyer, and will be fit and sufficient for the purpose intended, mercha ntable, of good material and workmanship and free from defect.
  3. By accepting this order, Seller agrees, at its expense, to defend, protect and indemnify Buyer, its successors, assigns, customers and the users of its products against all suits if law or in equity, and from all claims, demands, damage, costs or expense for actual or alleged infringement of any patent, trade-mark, copyright or other private right by reason of the use or sale of the articles furnished pursuant hereto.
  4. Buyer shall not be liable for delays or defaults in the performance of any contract due to fires, floods, accidents, riots, war Governmental interference of embargoes, strikes, shortage of labor, fuel,material or supplies, inadequate transportation facilities, or due to any cause or causes of alike or different nature beyond it's control; and similarly, if Seller is not at fault or negligent, Seller shall not be liable for delays or defaults, but Buyer reserves the option to cancel any delivery not made because of any such excusable cause or causes of delay. Either party shall notify the other in writing of the cause of any such excusable delay promptly after the sate it appears that such cause will make delivery necessary.
  5. The terms and conditions stated herein shall constitute the entire contract between the parties hereto and no agreement or other understanding in any way modifying same will be binding unless made in writing signed by a duly authorized representative of each party. Stenographic and clerical errors or omissions are subject to correction.
  6. In the performance of this order, Seller shall comply with all applicable Federal. State of local laws, rules.orders and regulations, and all applicable clauses required by Federal laws, rules, orders or regulations to be inserted in sub contracts under Government contracts are incorporated in this order by reference and made a part thereof, and Seller shall be bound hereby.
  7. In the event of any proceedings by or against either party, voluntary or involuntary, in bankruptcy or insolvency or under Chapter X or XI of the Bankruptcy Act of the United States or for the appointment of a receiver or trustee or an assignee for the benefit of creditors, of the property of wither party, the other party shall be entitled to cancel this contract.
  8. Buyer is not bound by any provisions of Sellers acknowledgement forms or invoices which conflict with the terms of this order, and accepting delivery of any material on this order shall not be constructed as an acceptance of such provisions.
  9. Each party agrees not to assign this order or delegate the performance of its duties hereunder without the consent in writing of the other party.
  10. Seller shall fully defend, protect, indemnify and hold harmless Gran co Clark, Inc., it's officers, employees, agents representatives or successors and ass igns (the Indemnified Parties) from and against all claims, demands, actions or causes of action, and any and all liabilities, costs and expenses (including but not limited to attorney's fees and expenses, incurred of defense of any Indemnified Party), damage or loss in connection therewith, to the fullest extent permitted by law, which may be made or asserted by any party on account of, sustained or alleged to have been sustained by, or arising out of or growing out of bodily injury, including death, or loss of use or damage to destruction of property, caused by, arising out of, sustained or alleged to have been sustained by, or in any way incidental to or in connection with Seller 's performance of this Contract or any amendment hereto, regardless of whether such claims, demands. Actions, causes of action or liability are or alleged to have been caused or contributed to by the negligence, fault or strict liability of any Indemnified Party.
  11. Any waiver of strict compliance with the terms of this order shall not be a waiver of the right to insist upon strict compliances with the terms hereof thereafter.
  12. All contracts shall be interpreted, constructed and governed by the laws of the State of Michigan.
  13. Seller agrees, in connection with the production of the articles and/or the performance of the services herein, to comply with the requirements of Section 6,7 and 12 of the Fair Labor Standards Act, as amended. All invoices must carry the following certificate in order to be eligible for payment (and rights to cash discounts will be reserved accordingly):
    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.
  14. During the performance of this contract or purchase order, Seller agrees as follows:
    • The Seller will not discriminate against any employee or applicant for employment because of race, creed, color, sex, age, or national origin. The Seller will take affirmative action, to ensure that applicants are employed, and that employees are treated during employment, without regard to their race,creed, color, sex, age or national origin. Such action will include, but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination, rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Seller agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Governmental Contracting Officer setting forth the provisions of this on-discrimination clause.
    • The Seller will, in all solicitations or advertisements for employees placed by or on behalf of the Seller, state that all qualified applicants will receive consideration for employment, without regard to race, creed, color, sex, age or national origin.
    • The Seller will send to each labor union or representative of workers with which he has a collection bargaining agreement or other contract or understanding, a notice, to be provided by the Government Contracting Officer, advertising the said labor union or workers' representative of the Seller's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
    • (d) The Seller will comply with a all provisions of Executive Order No. 11246, and by the rules regulations, and relevant orders of the President's Committee on Equal Employment created thereby.
    • The Seller will furnish all information and reports required by Executive Order No. 11246, and by the rules, regulations, and orders of the said Committee, or pursuant therto, and will permit access to his books, records, and accounts, by the Government Contracting Agency and the Committee for purposes of the investigation to ascertain compliance with such rules, regulations and orders.
    • In the event of Seller's non-compliance with the non-discrimination clauses of this Contract or with any of the said rules, regulations, or orders, this Contract may be cancelled in whole or in part and the Seller may declare ineligible for further Government Contracts in accordance with procedures authorized in Executive Order No.11246 and such other sanctions may be imposed and remedies invoked as provided in the said Executive Order or by rule, regulation, or order of the President's Committee on Equal Employment Opportunity, or as otherwise provided by law.
    • The Seller will include the provisions of the foregoing paragraph (a) through (f) in every Subcontract or Purchase Order unless exempted by rules, regulations or orders of the President' s Committee on Equal Employment Opportunity issued pursuant to Section 303 of Executive Order No.11246, so that such provisions will be binding upon each Subcontractor or Vendor. The seller will take such action with respect to any Subcontractor or Purchase Order as the Government Contracting Agency acting through the Buyer may direct as a means of enforcing such provisions, including sanctions for non-compliance: Provided, however, that Subcontractor or Vendor as a result of such direction by the Government Contracting Agency, action through the Buyer, the Seller may request the United States to enter into such a litigation to protect the interests of the United States.
  15. "Seller agrees to comply with the provisions of the Occupational Safety and Health Act of 1970, and the standards and regulations issued thereunde r. Seller certifies that all items furnished and all work preformed hereunder will comply with said standards and regulations. Seller further agrees indemnity and hold harmless Buyer for any loss, damage, fire, penalty, or any expense whatsoever as a result of Seller's failure to comply with the act of any standards or regulations issued thereunder."

NOTE: Paragraph numbers are for reference only. Any omission of some numbers in numerical order is intentional.

Revised 6/22/16

7298 N. Storey Road
Belding, MI   48809
Phone: +1-616-794-2600  |  Toll-free: +1-800-918-2600
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