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DORMA Door Controls, Inc.

Terms and Conditions of Purchase

 

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY.  THERE IS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT APPLY TO DORMA'S PURCHASE OF GOODS, SERVICES AND MATERIALS. 


 

The Terms and Conditions (the "Terms") are incorporated by reference into all written DORMA Door Controls Inc., Purchase Orders as if expressly set forth therein.  By accepting our Purchase Order, you are indicating your acceptance of the following Terms.  We reserve the right to make changes to this website and to these Terms at any time, so please check back periodically.

 

ACCEPTANCE. 
Buyer recognizes that Seller may desire to utilize its own form of acknowledgment or acceptance of this Order.  All Material and nonmaterial provisions in Seller's form of acknowledgment or acceptance which modify, conflict with, contradict, or are in addition to any provisions of this Order or warranties or rights granted to Buyer under Uniform Commercial Code are objected to and rejected by Buyer and are deemed to be waived by Seller unless specifically agreed to in writing by Buyer.

1. CONTRACT. 
The contract resulting from the acceptance of this Order shall be construed according to the laws of the Commonwealth of Pennsylvania.  All disputes between Seller and Buyer arising from this Contract shall be resolved in the state or federal courts of the Commonwealth of Pennsylvania.  Seller agrees that it is a "merchant" dealing in goods of the kind involved in this Order.  In the event of any conflict between the Terms and Conditions of Purchase and the Description of goods or services, the Description shall take precedence.  Any changes, clarifications additions or waivers of this Order must be in writing signed by the party to be bound.  Neither this order nor any of the rights or obligations under it may be delegated or assigned by Seller, in whole or in part, by operation of law or otherwise, without Buyer's express written consent and any contrary action by Seller shall be void  and without effect.

2. TERMINATION/CHANGES. 
Buyer may terminate this Contract in whole or in part at any time upon giving written notice to Seller.  Termination charges, if any, shall be subject to negotiation by the parties, but in no event shall exceed either (a) the purchase price under this Order or (b) Seller's actual costs, determined in accordance with generally accepted accounting principles, on the date termination notice is received by the Seller, plus an equitable pro rata profit for partial performance.  All goods and materials for which Buyer pays termination charges shall be promptly delivered to Buyer.  Nothing in this paragraph shall affect either Buyer's or Seller's rights in the event of cancellation due to breach by the other.  Buyer shall have the right at any time to make changes, within the ability of Seller to perform, in this Order, in whole or in part, including but not limited to, changes in drawings, designs, specifications, materials, packaging, time and place of delivery, method of transportation, and nature and method of services provided or performed, upon giving Seller written notice.  If any such changes cause an increase or decrease in the cost, or the time required for performance, a mutually agreeable adjustment shall be made, and this Contract shall be modified in writing accordingly.  Seller agrees to accept any such changes subject to this paragraph.

3. PERFORMANCE AND DELIVERY SCHEDULES. 
Time is of the essence with respect to delivery and performances.  Services are to be performed and deliveries are to be made both in quantities and at time specified in Buyer's Schedules.  Buyer may change or direct temporary suspension of delivery or performance schedules at any time.

4.DELAYS IN DELIVERY OR PERFORMANCE. 
Seller will notify Buyer in advance of any actual or potential delays in meeting delivery or performance schedules.  If, for any reason, Seller does not comply with Buyer's delivery or performance schedule, Buyer may, at its option and without liability, terminate or cancel this Order and Contract.

5. WARRANTIES. 
Seller expressly warrants that all goods and services covered by this Order: will conform to Buyer's specifications, instructions, drawings, data samples and other descriptions; will be fit and sufficient for purposes intended by Buyer; and will be delivered free from any security interest or any lien or encumbrance.  These warranties are in addition to all other express, implied and statutory warranties.  None of the remedies available to Buyer for breach of any of any of the foregoing warranties may be limited except to the extent and in a manner agreed upon by Buyer in a separate agreement specifically designating such limitation and signed by an authorized representative of Buyer.  Payment for, inspection of, and receipt goods or services shall not constitute a waiver of any breach of warranty.  Substitutions may be accepted at Buyer's option.

6. INFRINGEMENT. 
Except for performances pursuant to Buyer's specifications, Seller warrants that the sale, resale and use of the goods or services will not infringe any United States or foreign patent, copyright, or trademark, or proprietary rights of another person; and Seller agrees to defend, protect, indemnify and hold harmless Buyer, its successors, assigns, employees, officers, directors, customers and users of its products against all suits at law or in equity, and from all loss, liability, damages, claims and demands, including costs and expenses, for the actual or alleged unfair competition resulting from similarity in design, trademark or appearance of goods or services by reason of the sale, resale or use of such goods or services.  Buyer may be represented by and actively participate through its own counsel in any such suit or proceedings if it so desires.

7.SELLER'S FINANCIAL CONDITION. 
If, in Buyer's opinion, Seller's financial condition is found to be or becomes unsatisfactory to Buyer and Buyer thereby deems itself insecure.  Buyer may terminate this order and also terminate all other contracts covering purchases by Buyer of Seller's product, goods or services whether or not Seller may otherwise be in default under such contracts, and no rights shall thereby accrue to Seller against Buyer.

8.  REMEDIES. 
The remedies in this Order shall be cumulative and in addition to any other legal or equitable remedies available to Buyer.  No waiver by Buyer of any breach of any provision of this Order shall constitute a waiver of any other breach of such provision or of any other provision or right.  No failure or delay by Buyer to exercise any right, power, or privilege hereunder shall operate as a waiver thereof.                       

9. INFORMATION DISCLOSED TO BUYER. 
All information which Seller has disclosed or may disclose to Buyer in connection with this Order, shall not, unless otherwise specifically agreed upon in writing by Buyer, be deemed to be confidential or proprietary information and is acquired by Buyer free of any restrictions.

10. INSPECTION. 
All goods shall be subject to inspection and testing by Buyer, at no additional cost, at all reasonable times and places, including inspection and testing after arrival at destination, and, when practicable, during manufacture.  In case any goods are found to be defective in material or workmanship or otherwise not in conformity with this Order, Buyer has the right to reject such goods or require their correction.  Except as otherwise provided in this Order, Seller (a) is responsible for all goods, and for the risk of loss thereof, until they are delivered at the designated delivery point, regardless of the point of inspection, and (b) shall bear all risks as to rejected goods after notice of rejection.

11. GENERAL INDEMNIFICATIONS. 
Seller shall defend, indemnify and hold harmless Buyer against all losses, damages, claims, liabilities and expenses, including attorney's fees, arising out of or resulting in any way from any defect in the goods or services purchased hereunder, or for any act or omission of Seller, its agents, employees, contractors or subcontractors.  This indemnification shall be in addition to the various warranty obligations of Seller.

12. RESTRICTIVE DATA. 
The use of Buyer's drawings, specifications or information by Seller in the performance of this Contract is expressly restricted to Seller's manufacture of Buyer's goods or material.  Any other use or disclosure of this proprietary information of Buyer is prohibited.  Buyer retains all rights in designs, drawings, specifications and other data or papers furnished Seller in connection with this Order.  Upon completion of the work, Seller shall promptly return to Buyer all designs, drawings, specifications, and other data or papers furnished by Buyer together with all copies or reprints then in Seller's possession or control.

13. DISPUTES. 
Pending resolution of any dispute under this Order, Seller shall diligently proceed with its performance hereunder.

14. FAIR LABOR STANDARDS ACT AND OTHER LAWS. 
Seller specifically represents that all goods sold hereunder will have been manufactured in compliance with all terms, rules and regulations issued under the Fair Labor Standards Act of 1938, as amended, and specifically including all applicable requirements of Section 6, 7, and 12 of the Fair Labor Standards Act, as amended and all regulations and orders of the United States Department of Labor issued under Section 14 thereof, Seller further represents that all goods will have been manufactured and will be sold in compliance with all other federal, state, and local laws, including those relating to pricing, performance, safety and environmental impact, and employee health and safety.

15. EQUAL EMPLOYMENT OPPORTUNITY. 
All provisions of Executive Order 11246 of September 24, 1965, including Section 202 thereof, relating to equal employment opportunity as well as all requirements under 41 CFR, Part 60-250 and 741 relating to Affirmative Action Clauses for Handicapped Workers and Disabled Veterans and Veterans of the Viet Nam Era, and all implementing rules and regulations of the Secretary of Labor are incorporated herein by specific reference.

16. NON-ASSIGNMENT. 
In addition to prohibitions upon assignment contained in paragraph 1 of these Terms and Conditions of Purchase to this Order, this Contract may not be assigned or subcontracted by Seller or assumed by a Trustee in bankruptcy without the prior written consent of Buyer.

17. SURVIVABILITY OF OBLIGATION. 
All of the obligations, rights, indemnifications and remedies created by the provisions of this Order shall survive the cancellation, termination or the completion of this Order.

Last Updated:  May 3,2006