12/6/2012 - The following terms and conditions (T's & C's) apply to purchase
orders issued by Martinez and Turek, Inc. (M&T). The T's & C's presented
herein for the most part represent those similar conditions imposed by the US
Government and many of its prime and OEM suppliers. Any exceptions
therewith are hereby rejected, unless otherwise mutually agreed to in writing by
Acceptance - Acceptance of this purchase order (PO) or commencement of any
work by seller shall constitute seller's acceptance of these terms and conditions.
Applicable Laws - This PO shall be interpreted and governed by laws of the
State of California. Except as otherwise provided herein, the provision of the
Uniform Commercial Code applicable to sales shall apply and by this reference
are included as an essential part of this PO.
Nondisclosure of Information - No information provided by M&T in connection
with the work or terms of this PO, may either in whole or in part, be disclosed by
seller to any other party without the expressed prior written consent of M&T.
Martinez and Turek Property - Unless otherwise agreed to by the parties to this
PO, any material, tooling or other property furnished by M&T or that is procured,
designed or manufactured by the seller to aid in the performance of any PO
issued by M&T, shall become the property of M&T and delivered to M&T upon
demand. Seller shall maintain all material, tooling and other property, furnished
by M&T or that is designed and fabricated by the seller, in the functional and
operating condition for which they are intended for as long as the seller retains
Seller agrees to indemnify M&T against damages or injuries resulting from
seller's use of M&T's furnished property, and/or that designed and manufactured
by seller in the performance of this PO.
Martinez and Turek Premises - In the event seller's employees, agents or other
third party representatives enter premises owned or controlled by M&T in
fulfillment of this PO, seller does hereby agree to indemnify and hold M&T, its
officers and employees harmless from damages caused to M&T property or
injury to persons representing seller, including third parties. Seller agrees to
defend M&T against any loss, claims, suits, damages, personnel injuries, deaths,
liability, actions, proceedings, expenses or costs (including reasonable attorney
fee) relative to any such damages arising out of or in connection with negligent
actions or omissions of the seller.
Seller shall maintain Workmen's Compensation, public liability and property
damage insurance covering all employees performing services under this PO.
Reasonable amounts covering liability for incurred damages to M&T property and
injuries to all persons representing seller and to others that become injured to
seller's negligence and omissions. Certificate of insurance evidencing the above
shall be provided to M&T upon request.
Delays - Failure of seller to perform to the requirements of this PO due to delays
not attributed to causes beyond the seller's control e.g., Force Majeure, and to
which seller has not given M&T appropriate notice within ten days of the
occurrence, shall be deemed an avoidable delay. Seller agrees to exert
reasonable effort to avoid delays, including overtime and premiums.
Avoidable delays could cause M&T to incur unforeseen and projected delays in
delivery and cost. In such event, M&T shall, at its sole discretion, either
manufacture the ordered item (s), or procure the ordered item (s) total quantity
from other sources of supply in order to ensure its commitment and seller shall
be liable for any resultant procurement and other incurred costs.
Changes - M&T reserves the right to, at any time during the performance of this
PO, make changes, including but not limited to changes to, 1) drawings and
other documents, 2) quality requirements, 3) shipping instructions and 4) place of
delivery. If seller believes such change or changes affects cost and/or delivery of
the item ordered, seller shall immediately notify M&T of such impact. If after ten
working days seller has not advised M&T of any cost or delivery impact for the
change or changes, then such changes shall be assumed accepted by the seller.
Termination - M&T reserves the right to terminate this PO in whole or in part for
reasons other that breach or default of the seller. In the event of such
termination, seller shall be entitled to compensation for: 1) the purchase price of
goods ordered, 2) reasonable costs for work performed, and 3) reasonable profit.
Any goods purchased by the seller and consequently paid for by M&T, shall
become the property of M&T and delivered to M&T upon request. Any
documentation or goods furnished by M&T that is solely for the benefit of the
cancelled item shall not be copied or reproduced in any way, and shall be
immediately returned to M&T.
Assignment - Nothing in this PO shall be assigned to any other party without
the prior written consent of M&T. Seller shall be solely responsible for payment
of all invoices for work performed, or goods ordered, for seller from other parties.
Default - In addition to other remedies provided M&T by law, M&T shall have
the right to, at its sole discretion, correct any nonconforming goods at sellers expense and seller shall transfer title of any partially completed goods, including
tooling, fixtures and shop aids to M&T. Payment for completed goods will be at
the PO unit price, and the price for partially completed goods shall be computed
by taking the agreed to percentage of the partially completed goods and
multiplying that by the PO unit price to yield the unit price to be paid.
Quality Management System - M&T requires suppliers to maintain a minimum
inspection and test quality system. If at any time the seller's quality assurance
standards diminish, fail to meet, or are not in compliance with a minimum
inspection and test system, unless otherwise noted on the PO, M&T, Inc.
reserves the right, and seller hereby concurs with such right, to review and audit,
and inspect seller's product (s), processes, and resources prior to delivery.
Failure to meet standards may result in request for cause and corrective action.
If seller, for any reason feels they cannot meet the minimum quality standards of
M&T, Inc., or if further explanation of these standards is necessary, seller is
advised to immediately contact M&T Inc. Buyer, incur no cost, and to begin no
work prior to the resolution of all concerning issues to the mutual satisfaction of
the parties to this PO. Failure to inquire of these standards does not relieve
seller of its obligation to perform to the requirements of this PO.
Nonconforming Product Notification and Approval of Supplier
Nonconforming Material - All suppliers are required to notify M&T of
nonconforming product and make arrangements for M&T approval of supplier
nonconforming material prior to shipping.
Approval of Product, Procedures, Processes, Personnel and Equipment -
Requirements for approval of product, procedures, processes, personnel and
equipment may be flowed down to M&T suppliers as identified and detailed on
the specific PO. M&T customers may flow these requirements down to M&T,
and they may be required to be flowed-down to our suppliers.
Applicable Issues of Specifications, Drawings, Process Requirements, and
Inspection Instructions - Unless otherwise and specifically identified on the PO,
the most recent revisions of all technical documents, drawings, and other
relevant technical data shall apply to the PO.
Requirements for Design, Test, Examination, Inspection and Related
Instructions for Acceptance by M&T - Requirements for design, test,
examination, inspection and related instructions for acceptance by M&T may be
detailed on applicable PO's.
Requirements for Test Specimens (e.g., production method, number,
storage conditions) for Design Approval, Inspection, Investigation or
Auditing - Requirements for test specimens (e.g., production method, number,
storage conditions) for design approval, inspection, investigation or auditing by
M&T may be detailed on applicable PO's.
Requirements for the Supplier to Notify M&T of changes in product and/or
Process Definition and obtain M&T approval - Requirements for the supplier
to notify M&T of changes in product and/or process definition and, where
required, obtain M&T approval may be flowed down on applicable PO's.
Right of Access - M&T, all M&T customers, customer representatives,
customer affiliated groups, government organizations, and regulatory agencies
shall be allowed access to all facilities involved in the order when coordinated
through and accompanied by an M&T, Inc. designee. The right of entry allows
verification of the quality of work, records, facilities, and material during any part
of the process.
Packaging - Each item purchased by this order shall be packaged and shipped
in a manner that will ensure its safe and undamaged receipt by M&T. M&T, in
order to fulfill its contractual obligations, reserves the right to return damaged or
defective goods received from seller at sellers sole expense or to manufacture
the ordered item itself, or to procure the ordered quantity from other sources of
supply. In such event, seller shall be liable for all resultant M&T incurred costs.
Delivery Inspection - M&T reserves the right to inspect each delivered item prior
to payment of any corresponding invoice. M&T may, at its sole option, inspect all
delivered items within ten (10) working days following receipt. Any discrepancies
noted may cause the total quantity received to be rejected and returned to the
Provider at Provider's sole expense.
Not later than ten (10) working days following receipt of a purchased item, unless
otherwise advised by M&T, said item will be deemed acceptable to M&T, and
Provider's invoice thereafter will be paid in accordance with the terms of the PO.
Discrepant Documentation Clause - Some of the documents provided by M&T
for the fabrication and/or assembly of items ordered by this PO are not the
property of M&T. As a consequence, Seller is advised to carefully review each of
the documents provided with this PO and to note any anomaly, discrepancy,
inaccuracy or inconsistency and to immediately notify M&T of said conditions.
M&T shall not be held to any liability with respect to any claim on account of or
arising from the use of such M&T Data and Assistance. Documents provided by
M&T for the fabrication and/or assembly of the items ordered are not the property
of M&T, and M&T had no involvement in their preparation, and review.
M&T makes no representations or warranties, either expressed or implied, as to
the M&T Data and Assistance, if any, furnished by M&T. BY WAY OF EXAMPLE
BUT NOT OF LIMITATION, MARTINEZ & TUREK MAKES NO
REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE OR THAT THE USE OF THE
FURNISHED DATA AND ASSISTANCE, IF ANY, WILL NOT INFRINGE ANY
PATENT, COPYRIGHT OR TRADEMARK.
As a consequence Seller is advised to carefully review each document provided
and to note any anomaly, discrepancy, inaccuracies or inconsistency to the M&T
and to clearly identify such anomalies, discrepancies, inaccuracies and
inconsistencies to the attention of the Buyer.
Seller is advised to incur no cost until identified discrepancies have been
satisfactorily resolved and M&T's written authorization to proceed has been
Equal Opportunity Provisions
EQUAL OPPORTUNITY. (If during any 12 month period, including the 12 months
preceding award of a Subcontract or Purchase order of which this Clause is a
part, Seller [referred to in this Clause as 'Subcontractor"] has been or is awarded
U. S. Government Contracts and/or Subcontracts which have an aggregate value
in excess of $10,000.00, Seller shall comply with this Equal Opportunity clause,
and on request is obligated to provide information necessary to determine
applicability of this clause).
During the performance of any Subcontract or PO to which this clause is made a
part, Subcontractor agrees as follows:
(1) The Subcontractor will not discriminate against any employee or applicant for
employment because of race, color, religion, sex, or national origin. The
Subcontractor will take affirmative action to ensure that applicants are employed,
and that employees are treated equally during employment, Without regard to
their race, color, religion, sex, or national origin. Such action shall include, but
not be limited to the following; employment, upgrading, demotion, or transfer,
recruitment or recruitment advertising; lay off or termination, rates of pay or other
forms of compensation; and selection for training, including apprenticeship. The
Subcontractor agrees to post in conspicuous places, available to employees and
applicants for employment, notices to be provided by the Government direct or
through Buyer, setting forth the provisions of this Equal Opportunity clause.
(2) The Subcontractor will, in all solicitations or advertisements for employees
placed by or on behalf of the Subcontractor, state that all qualified applicants will
receive consideration for employment without regard to race, color, religion, sex,
or national origin.
(3) The Subcontractor will send to each labor union or representative of workers
with which he has a collective bargaining agreement or other contract or
understanding, a notice to be provided by the Government, direct or through
Buyer, advising the labor union workers' representative of the Subcontractor's
commitments under this Equal Opportunity clause, and shall post copies of the
notice in conspicuous places available to employees and applicants for
(4) The Subcontractor will comply with all provisions of Executive Order 11246 as
amended, and of the rules, regulations and relevant order of the Secretary of
(5) The Subcontractor will furnish all information and reports required by
Executive Order 11246 as amended, and by the rules, regulations and orders of
the Secretary of Labor or pursuant thereto, and will permit access to his books,
records, and accounts by the Government contracting agency and the secretary
of Labor for purposes of investigation to ascertain compliance with such rules,
regulations, and orders.
(6) In the event of the Subcontractor's noncompliance with the equal Opportunity
clause of this Subcontract or PO or with any of the said rules, regulations, or
orders, this Subcontract or PO may be cancelled, terminated or suspended in
whole or part and the Subcontractor may be declared ineligible for further
Government contracts in accordance with procedures authorized in Executive
Order 11246 as amended, and such other sanctions may be imposed and
remedies invoked as provided in Executive Order 11246 as amended, or by the
rule, regulation, or order of the Secretary of Labor, or as otherwise provided by
(7) The Subcontractor will include the provisions of paragraph (1) through (7) in
every Subcontract or PO unless exempted by rules, regulations, or orders of the
Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 as
amended, so that such provisions will be binding upon each subcontractor or
vendor. The Subcontractor will take such action with respect to any Subcontract
or PO as the Government contracting agency (itself or through the Buyer) may
direct as a means of enforcing such provisions, including sanctions for noncompliance.
Provided however, that in the event the Subcontractor becomes involved in, or is
threatened with, litigation with a subcontractor or vendor as a result of such
direction by the Government a contracting agency, the Subcontractor may
request the United States to enter into such litigation to protect the interest of the
A cancellation or termination of the Subcontract or PO of which this clause is a
part by or at the direction of the Government for noncompliance with the Equal Opportunity clause shall be a ground for Buyer to terminate the Subcontract or
Purchase Order for default.
Note: All Executive Order references above are to Executive Order 11246 of
September 24, 1965 as amended by Executive Order II 375 of October 13, 1976.
The provisions of Section 402 of Executive Order 11246, as amended, Section
503 of the Rehabilitation Act of 1973, as amended, the Vietnam Era Veteran's
Readjustment Assistance Act of 1974, 38 U.S.C. 2012 are expressly
incorporated herein by reference and shall be applicable to this PO, Contract,
Subcontract, Lease or Government Bills of Lading unless exempted under the
rules, regulations or orders of the Secretary of Labor.
MT EOP Clause 1-106 7/97
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