1. Please acknowledge your receipt of an order by return mail, electronic mail, or fax, indicating the scheduled shipping date. Purchaser will not accept or assume responsibility for goods delivered unless same has been ordered on our standard form and seller has returned a signed acknowledgement.
2. No terms or conditions, other than those stated herein, and no agreement or understanding in any way modifying the terms and conditions herein stated, shall be binding upon Purchaser unless made in writing and signed by the Purchasing Agent.
3. Seller warrants that the articles or materials furnished hereunder shall conform to this contract and shall be of good workmanship and quality, free of all defects and fit for the purposes for which they are intended. It is further understood and agreed that any materials not conforming to our specifications will be returned at Seller’s expense.
4. Seller’s performance of work hereunder and all products to be delivered hereunder shall be in accordance with any and all applicable executive orders – Federal, State, Municipal, and local laws and ordinances, and rules, orders, requirements and regulations thereunder. Such Federal laws shall include, but not be limited to, the Fair Labor Standards Act of 1983 as amended, Executive Order No. 11246 whenever applicable, and the Occupational Safety and Health Act of 1970, plus any amendments that might be incorporated from time to time.
5. The Seller agrees to protect and save harmless the Purchaser from all costs, expenses or damages arising out of any claim or infringement of patents in the use of articles covered by this order.
6. DELIVERY: The date or dates of delivery herein specified must be strictly adhered to by the Seller. Seller agrees to indemnify and save Purchaser harmless from any loss, penalty, payment and liability or damage resulting from Seller’s failure or refusal to make timely delivery. If Seller for any reason does not comply with the schedule or is otherwise in fault, Purchaser, in addition to other rights it may have, shall have the option of either approving a revised delivery schedule or terminating the order without any liability on the part of Purchaser to Seller on account thereof, and Seller shall be responsible for all damages.
7. Seller agrees to pay any taxes imposed by law upon or on account of the material ordered hereunder unless otherwise agreed.
8. This order may not be assigned by Seller without the consent in writing of Purchaser.
9. Seller is hereby notified that the delivery of suspect/counterfeit items is of special concern to The Electric Materials Company. If any items specified in this order are described using a part or model number, a product description, and/or industry standard referenced in the order, Seller shall assure that the items supplied by Seller meet ALL requirements of the latest version of the applicable manufacturer data sheet, description, and/or industry standard unless otherwise specified. If the Seller is not the manufacturer of the goods, the Seller shall make reasonable efforts to assure that the items supplied under this order are made by the original manufacturer and meet the applicable manufacturer data sheet or industry standard. Should Seller desire to supply an alternate item that may not meet the requirements of the paragraph, Seller shall notify Purchaser of any exceptions and receive Purchaser’s written approval prior to shipment of the alternate items to Purchaser.

If suspect/counterfeit items are furnished under this order or are found in any of the goods delivered hereunder, such items will be dispositioned by The Electric Materials Company and/or the original manufacturer, and may be returned to the Seller in accordance with the warranty provisions applicable to the order. The seller shall promptly replace such suspect/counterfeit items with items meeting the requirements of the order. In the event the Seller knowingly supplied suspect/counterfeit items, the seller shall be liable for reasonable costs incurred by the Purchaser for the removal, replacement and reinstallation of the said goods in accordance with the warranty provisions applicable to the order.