Terms and Conditions

1. Contract

The materials or services specified on the front hereof are ordered upon the express terms and conditions printed and written on the front and reverse side hereof, which together, constitute the entire contract between Seller and Purchaser.

2. Cash Discount

The purchaser reserves the right to withhold payment of invoices until merchandise has been received and checked and does not waive the right to deduct the cash discount.

3. Patents

The seller agrees to defend, protect and save harmless, the Purchaser, and its customers from any loss, damage or expense because of actual alleged infringement of any patent rights resulting from the purchase, sale or use of the material covered by this order.

4. Federal and State Laws

This Seller, in accepting this order, agrees to comply with all Federal, State and local laws, regulations, orders and ordinances applicable to the manufacture and sale of the products or the performance of the services specified hereon and further agrees to comply with the requirements of the Fair Labor Standards Act of 1938, as amended, and the regulations and orders of the U.S. Department of Labor as issued.

5. Changes

(a) No changes may be made by the Seller in the terms, conditions, specifications or prices on this order without the written permission of the Purchaser.

(b) Buyer may at any time and from time to time, by written order to the Seller, make changes in shipping and packing instructions, increase or decrease the quantity of product ordered, change the drawings and specifications, issue a suspension of work order and make changes in delivery schedules.

(c) If such changes cause an increase or decrease in the amount of work under this contract or in the cost of performance, or in the time required for performance, an equitable adjustment should be made in the contract price and/or the delivery schedule and the contract should be in writing accordingly. Any claim for adjustment under this clause must be asserted within thirty (30) days from the date the change is ordered. All articles covered hereunder shall be manufactured in accordance with this contract unless a change thereto is subsequently authorized by a written change order issued by the Buyer.

6. Cancellation

(a) This order may be cancelled by the Purchaser at any time without cost in the event that the Seller shall be in default of any of the terms and conditions hereof.

(b) If the materials of services covered by this order are to be used for the performance of a Government contract or subcontract is terminated in whole or in part, the Purchaser shall have the right to terminate this order in whole or in part and the rights of the Purchaser and of the Seller shall be determined in accordance with applicable Government termination regulations, if any, in force at the time of termination or if there is no applicable Government regulations then in force, upon the basis on which the rights of the Purchaser as to the termination of its Government contract or subcontract shall be determined.

(c) In the event that either the Purchaser or the Seller shall be prevented from fulfilling his obligation under this order by acts of God, including, but not limited to, civil strife, strike, fire, windstorm, or explosion, each shall save the other harmless from the liabilities arising from this order.

7. Responsibility of Patterns, Tools, etc.

Any patterns, dies, tools, drawings, tracings or other property loaned or otherwise made available to the Seller for use in the performance of this order shall be at the Seller’s risk and the Seller shall be responsible for any loss, damage or injury thereto, and all such patterns, dies, tools, drawings, tracings, or other property shall be returned by the Seller promptly after the work requiring the use thereof has been completed, unless otherwise specified.

8. Rejection of Articles or Materials

Any article or material, upon inspection by the Purchaser, found to be defective or which fails to meet the specifications of this order shall be rejected by the Purchaser and returned to the Seller at the Seller’s expense.

9. Renegotiation

If this order has been stamped on its face as “Subject to Renegotiation Act of 1951”, then to the extent indicated by such stamp, this order shall be deemed to contain all the provisions required by Section 104 of the Renegotiation Act of 1951.

10. Waiver of Conditions

Any waiver of, or exception to, the above enumerated conditions or of any special terms or provisions relating to this order; to be valid, must be specifically agreed to in writing by an authorized officer of the Purchaser.

11. Environmental Responsibility

The Barden Corporation subscribes to ISO 14001 Environmental Management System. All vendors are expected to conduct business in an environmentally responsible manner. Acceptance of this purchase order indicates acceptance of responsibility for all documentation, handling, disposal, and reclamation for all materials and equipment used in conjunction with fulfilling this purchase order in accordance with federal, state and local requirements. Additionally, Suppliers are to acknowledge the Environmental notification from provider of recyclable items as delivered. Establish (as deemed necessary) waste reduction due to process improvements. Our suppliers are to respect and protect worker’s human rights and manufacture goods in an environmentally sustainable manner. Failure to comply may result in penalties of forfeiture of payment.

12. Visitors and Contractors

Visitors and Contractors are required to abide by all of the Barden Corporation’s rules and regulations. These individuals will be required to wear the proper ID badge and safety equipment for the duration of the visit.

A fifty dollar penalty will be imposed on each person for breach of the Barden rules and regulations.

13. Right of Access

The Barden Corp, Barden customers and regulatory authorities may visit and/or audit supplier's facilities, either announced or un-announced, and have access to all facilities and records involved in the order.

14. EEO

The Barden Corporation is a federal contractor which complies fully with Executive Order 11246, as amended, and the applicable regulations contained in 41 C.F.R. Parts 60-1 through 60-60; 29 U.S.C. Section 793 and the applicable regulations contained in 41 C.F.R. Part 60-741; and 38 U.S.C. Section 4212 and the applicable regulations contained in 41 C.F.R. Part 60-250 and/or 60-300.

COMPLIANCE WITH PROVISIONS OF EXECUTIVE ORDER 11246 AS AMENDED, SECTIONS 503, AS AMENDED, AND 38USC IS A REQUIREMENT UNDER THIS PURCHASE ORDER. BY ACCEPTANCE OF THIS ORDER SELLER AGREES TO ALL TERMS, CONDITIONS, AND INSTRUCTIONS APPEARING ON THE FRONT AND REVERSE SIDE HEREOF. SEPARATE INVOICES MUST BE RENDERED FOR EACH SHIPMENT.