Purchase Order Terms & Conditions

01Acceptance and order of precedence

These Purchase Order Terms and Conditions ("Terms") apply to every purchase order ("PO") Martin Mechanical Design ("MMD," "Buyer") issues for material, outside processing (finishing, coating, heat treat, plating, inserts), tooling, or services. Seller accepts these Terms by acknowledging the PO, starting work, or shipping.

Additional or conflicting terms in Seller's quote, acknowledgment or invoice do not apply unless MMD agrees in writing. Where documents conflict, this order applies: (1) the PO face and its notes, (2) drawings and specifications referenced on the PO, (3) these Terms.

02Pricing and invoicing

Prices on the PO are firm. No additional charges, including expediting, setup, minimums, packaging or freight, are allowed unless authorized on the PO or in writing by MMD. Invoices must reference the MMD PO number, line items and quantities shipped.

03Delivery

Time is of the essence. Seller must deliver by the date on the PO and notify MMD in writing as soon as Seller knows of any potential delay, with a recovery date. Early shipments require approval. Unless the PO states otherwise, shipments are FOB Destination (MMD's facility at 1107 Washington Boulevard, Pittsburgh, PA 15206), and risk of loss stays with Seller until MMD receives the goods.

Each shipment must include a packing slip with PO number, part number, revision, quantity and lot or heat number. Goods must be packaged to prevent damage, corrosion and mixing of lots.

04Quality requirements

Goods and services must conform exactly to the PO, the drawings and specifications it references, and any standard called out (for example ASTM, AMS, MIL, ASME or ISO specifications). Seller must maintain a quality system appropriate to the work.

Seller may not change material, process, specification, sub-tier supplier, or manufacturing location for any item without MMD's prior written approval.

05Certifications and traceability

Every shipment must include the certifications required by the PO, including as applicable:

• Material: mill test report or certificate of conformance listing specification, alloy, temper, heat or lot number, chemical composition and mechanical properties.
• Finishing and special processes: certificate of conformance stating the specification, type, class and color applied (for example MIL-A-8625 Type II Class 2), lot quantity, and the MMD part number and PO.
• Inserts and hardware: manufacturer and part number with lot traceability.

Certifications must be legible, signed or authorized by Seller's quality representative, and traceable to the goods shipped. Seller must retain quality and traceability records for at least 7 years and provide them on request.

06Counterfeit and nonconforming material

Seller will not deliver counterfeit, suspect counterfeit, or misrepresented material or parts. Seller must buy material only from the original manufacturer or its authorized distributors. If counterfeit material is delivered, Seller will replace it with authentic material at Seller's expense and reimburse MMD's related costs.

Seller must notify MMD in writing within 2 business days of discovering any nonconformance that may affect goods already shipped.

07Customer flowdown

Requirements in MMD's customer contracts may be flowed down on the PO. Seller agrees to comply with any flowdown notes, including specialty metals, DFARS, or source-inspection requirements, when stated on the PO.

08Inspection, rejection and right of access

All goods are subject to MMD's inspection on receipt and after processing. MMD may reject nonconforming goods within 30 days of receipt, or later for latent defects. Payment does not constitute acceptance.

For rejected goods, MMD may, at its option, return them at Seller's expense for replacement or refund, or have Seller rework them at Seller's expense. Seller will reimburse MMD's costs to remove, re-machine, re-inspect, or expedite caused by nonconforming goods. MMD, its customers and regulatory authorities may access Seller's facility and records related to the PO with reasonable notice.

09Warranty

Seller warrants that goods and services will conform to the PO, drawings and specifications, be free from defects in material and workmanship, and be new and of merchantable quality, for 12 months after delivery to MMD. This warranty extends to MMD's customers and survives inspection, acceptance and payment.

10Payment

Payment terms are Net 30 days from the later of receipt of conforming goods and receipt of a correct invoice with all required certifications. MMD may withhold payment for goods missing required certifications.

11Changes

MMD may change drawings, specifications, quantities, delivery schedule or shipping method by written notice. If a change affects cost or schedule, Seller must request an adjustment in writing within 10 days of the change, or the change is accepted as issued.

12Cancellation

MMD may cancel all or part of a PO for convenience with written notice. Seller will stop work and be paid for conforming work completed and reasonable, documented costs incurred before notice, not to exceed the PO price. MMD may cancel for default without liability if Seller fails to deliver on time, delivers nonconforming goods, or breaches these Terms, and Seller will pay MMD's excess cost of replacement goods.

13Confidentiality and customer property

Drawings, models, specifications and data provided by MMD belong to MMD or its customers. Seller will use them only to fulfill the PO, will not disclose or copy them, and will return or destroy them on request. Seller will not contact MMD's customers directly about MMD's parts.

Material, parts, fixtures or tooling MMD provides remain MMD's or its customer's property. Seller bears the risk of loss while they are in Seller's possession and will replace them at Seller's expense if lost or damaged.

14Export control and compliance with laws

Seller will comply with all applicable laws, including export control, environmental, health and safety, and labor laws. Seller will not export or disclose MMD technical data except as permitted by law and MMD's written approval.

15Insurance and indemnification

Seller will maintain general liability insurance of at least $1,000,000 per occurrence and provide proof on request. Seller will defend, indemnify and hold MMD and its customers harmless from claims, losses and expenses arising from Seller's goods, services, negligence, or breach of these Terms, including claims of intellectual property infringement for Seller-designed items.

16Governing law and venue

These Terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law rules. Any dispute will be brought exclusively in the state or federal courts located in Allegheny County, Pennsylvania.

17General

The PO and these Terms are the entire agreement for the goods and services ordered. Seller may not assign or subcontract the PO without MMD's written consent. If any provision is unenforceable, the rest remain in effect. MMD's failure to enforce a provision is not a waiver. MMD's rights and remedies are cumulative and in addition to those available at law.