Spyraflo, Inc.

Terms and Conditions of Purchasing


A. Prompt acceptance of this order by returning the acknowledgment copy hereof is required but, in any event, any

delivery hereunder shall constitute an acceptance hereof and all its terms.

B. This order and the language herein shall be construed and informed under the uniform commercial code as in

effect in the State of Georgia on the date hereon.

C. This order is issued in reliance on supplier’s personal performance. The supplier may not assign this order or

the partial payment of any sum due hereunder, or subcontract any substantial part of the performance or work

other than the standard commercial supplies.

D. This order is a final, complete and exclusive agreement between the parties and may not be modified,

supplemented, explained or waived without the consent of both parties. Any reference in this order to

supplier’s proposal or quotation are only to describe the materials or works covered hereby and do not

constitute an acceptance of any terms set forth herein.


A. Inferior quality or workmanship will result in rejections of goods. Goods will be returned to supplier for full

credit, supplier will pay for transportation both ways, plus labor, packaging and loading. Goods are not to be

replaced except on written instruction from Purchaser.

B. Purchaser reserves the right to refuse and not pay for goods delivered before or after the delivery date specified.

Goods delivered and accepted before the delay date specified will be considered delivered as of the date

specified and the invoice will be paid accordingly.

C. Unless otherwise specifically provided herein (i) no charges for transportation, packing, charges, storage, or

containers shall be allowed, (ii) supplier shall pay and prices includes all applicable sales and similar types

taxes which are not imposed by law on the purchaser, and (iii) any information or data disclosed or furnish to

purchaser by supplier shall be deemed sold as part of the price hereof, non-proprietary and free of all

restrictions whatsoever.

D. Supplier shall review and approve purchasing documents for adequacy of specified requirements prior to


E. Supplier shall establish and maintain procedures for verification, storage and maintenance of purchaser

supplied product provided for incorporation into the supplies. Any such product that is lost, damaged or is

otherwise unsuitable for use shall be recorded and reported to purchaser.

F. Where appropriate, the supplier shall establish, document and maintain procedures for, (I) identifying the

product from applicable drawings, specifications or other documents, during all stages of production, delivery

and installation, (ii) investigating the cause of nonconforming product and the corrective action needed to

prevent reoccurrence, (iii) analyzing all process, work operations, concessions, quality records, service reports

and customer complaints to detect and eliminate potential causes of nonconforming product, (iv) initiating

preventive actions to deal with problems to a level corresponding to the risked encountered, (v) applying

controls to ensure that corrective actions are taken and that they are effective, (vi) implementing and recording

changes in procedures resulting from corrective action.

G. Where and to the extent that traceability is a specified requirement, individual product or batches shall have

unique identification. This identification shall be recorded.

H. Purchaser will not accept shipment at any price above that indicated on this order. Any general price decrease

announced by supplier in classification of equipment or materials similar to items described on this order shall

automatically reduce the price hereof by a comparable percentage.

I. Memorandum of contents (packing list) shall be enclosed in or attached to each shipment.

J. Supplier agrees to defend, protect and hold harmless the purchaser and its customer against all claims for

infringement of any United States or foreign patent or trademark that may arise from the manufacture use or

sales of equipment, material or work performed hereunder.

K. Supplier agrees to reimburse, defend and hold harmless purchaser for, from and against any and all claims

except those based on purchaser’s gross negligence, connected with or arising out of injury or death from

manufacture or use of equipment, material or work performed by supplier.


A. Purchaser retains title to all drawings, designs, specifications and technical data furnished to supplier for use

with this order and shall be treated as purchaser’s confidential information, shall be used by supplier only to

complete this order and shall be returned upon completion or termination of this order, along with all copies or

reproductions thereof. Copies or reproductions shall be made only with purchaser’s written consent.

B. All materials, including tools, special dies and patterns, furnished shall be the property of the purchaser, shall

be returned to the purchaser when no longer required hereunder, shall be used only to complete this order and

shall be segregated and clearly identified as property of purchaser. Supplier assumes all risk and liability for

loss or damages thereto, except for normal wear, and agrees to permit inspections and supply detailed

statements of inventory upon request of purchaser.

C. Where specified in the contract, the purchaser or his representative shall be afforded the right to verify at source

or upon receipt that purchased product conforms to specified requirements. Verification by the purchaser shall

not absolve the supplier of the responsibility to provide acceptable product nor shall it preclude subsequent

rejection. When the purchaser or his representative elects to carry out verification at the sub-contractor’s plant,

such verification shall not be used by the supplier as evidence of effective control of quality by sub-contractor.


Purchaser may, at any time, terminate this order, in whole or in part, by written notice, whereupon the supplier

shall terminate work pursuant to the terms of such notice. Supplier shall promptly advise purchaser of

quantities of applicable work and materials on hand or purchased prior to termination and the most favorable

disposition that supplier can make thereof. Supplier shall comply with purchaser’s instructions regarding

disposition of such work and material.

All claims by supplier based on termination must be asserted, in writing and in full within ninety (90) days from

the date of notification of the termination, or shall be wavered. Purchaser shall pay supplier the purchase order

price of finished work and the cost to supplier (excluding profit or loss) of work in process and raw material,

less, however (I) the agreed value of any items used or sold by supplier with purchasers consent, and (II) the

reasonable values or cost (whichever is higher) of any defective, damaged or destroyed work or material and

any items sold by supplier without purchasers consent. Purchaser will make no payments for finished work,

work in process or raw material fabricated or procured by supplier unnecessarily in advance or in excess of

purchaser’s delivery requirements. The payments provided under this claim shall constitute purchasers only

liability in the event this order is terminated as provided herein.

Purchaser shall not be liable for failure to take delivery of material or work or render any other performance in

the event of fire, accidents, labor difficulties, government actions, third party failures or any other conditions

beyond purchasers reasonable control, render it commercially impractical for purchaser to do so.






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