Terms and Conditions of Purchase
1. Acceptance
Seller’s acknowledgment, shipment, or performance constitutes full acceptance of this Purchase Order and these Terms. Prices are firm and may not be changed without FTG’s prior written consent.
2. Entire Agreement
These Terms govern exclusively. Any additional or conflicting Seller terms are rejected unless expressly agreed to in writing by an authorized representative of FTG.
3. Quality & Change Control
Seller shall comply with all FTG specifications and maintain adequate quality systems. No changes to materials, processes, sources, or location are permitted without FTG’s prior written approval. FTG may audit Seller’s facilities. Seller shall provide Certificates of Conformance and maintain full traceability.
4. Delivery
Time is of the essence. Late delivery may result in cancellation and recovery of any excess costs incurred by FTG. Seller must immediately notify FTG of delays. FTG may, at Seller’s expense, expedite shipment to mitigate late delivery.
5. Risk of Loss
Seller bears all risk of loss or damage until goods are delivered and accepted by FTG.
6. Force Majeure
Delays caused by events beyond reasonable control are excused, provided prompt notice is given.
7. Packaging & Shipping
Seller is responsible for proper packaging and any damage caused by inadequate packaging.
8. Assignment
No assignment or subcontracting without FTG’s prior written consent.
9. Inspection & Rejection
All goods are subject to FTG inspection. Nonconforming goods may be rejected and returned at Seller’s expense.
10. Warranty
Seller warrants goods are defect-free, conform to specifications, and fit for intended use for one (1) year from delivery. Warranty survives inspection, acceptance, and payment. This warranty does not apply to goods that have been altered, misused, improperly installed, or damaged after delivery.
11. Indemnification
Seller shall defend, indemnify, and hold FTG harmless from all claims, damages, and losses arising from Seller’s products, negligence, or noncompliance.
12. Insurance
Seller shall maintain adequate insurance and provide proof upon request.
13. Confidentiality & IP
All FTG information is confidential. All drawings, designs, and work created for FTG are FTG property and may not be used or disclosed and shall remain the sole and exclusive property of FTG.
14. Compliance with Laws
Seller shall comply with all applicable laws and regulations.
15. Termination
FTG may terminate for convenience or cause, including delay, quality issues, or breach.
16. Limitation of Liability
FTG shall not be liable for indirect, incidental, or consequential damages, including lost profits.
17. Payment Terms
Payment shall be as stated in the Purchase Order. If not specified, payment shall be Net 45 days from receipt of acceptable goods and a correct invoice.
18. Governing Law
California law governs. Venue shall be in California courts.