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Terms & Conditions of Purchasing

The following additional Terms and Conditions are incorporated into and made a part of the foregoing purchase order or request for quotation.

  1. The Seller warrants that no law, rule or ordinance of the United States, any state of any other governmental authority or agency has been violated in the manufacture or sale of the items covered by this order.
  2. In accepting this order the Seller certifies that these goods were or will be produced in compliance with all applicable requirements of the Fair Labor Standards Act,including but not limited to Sections 6, 7 and 12 of the Fair Labor Standards Act of 1938, as amended or supplemented (including the Equal Pay Act of 1963), and of the Regulations and Orders of the United States Department of Labor issued under the said Acts
  3. The Seller represents that the production, purchase, and/or sale of these goods does not violate the Pennsylvania Human Relations Act, 43 P.S.951 et. seq., or any amendment or supplement thereof and does not violate any Rule or Regulation of the Pennsylvania Human Relations Commission promulgated under Section 957 (d), (e) or similar sections of that Act.
  4. Unless otherwise exempt, the Seller shall comply with the requirements of: Executive Order 11246, the equal employment opportunity clause, certification of non-segregated facilities; 503 of the Rehabilitation Act of 1974; 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974; the Age of Discrimination in Employment Act; Executive Order 12138; establishing preference of Women-owned business and employment, Title VII of the Civil Rights Act of 1964; and the Executive Order 11625, The National Program for Minority Business Enterprises; The Americans With Disabilities Act of 1990(ADA), as amended or supplemented.

    Seller’s compliance with the above statues and Executive Orders shall include, but not be limited to, all applicable rules and regulations promulgated thereunder, and the Seller shall further comply with any other statutes, executive orders or regulations now or hereafter enacted or promulgated by State or Federal legislatures or agencies for the purpose of preventing discrimination or aiding affirmative action or economic assistance programs.

  5. The Seller hereby certifies that the goods supplied under this order are packaged and labeled in compliance with all applicable and international, federal, state and local laws and regulations. The Seller agrees to indemnify, defend and save harmless the company, from any and all liability, loss, damage, expenses and cost, including attorneys’ fees incurred in connection with claims, demands, fines or judgments arising from the violation of any such law or regulation. The Seller warrants that the goods contracted for shall not be manufactured or furnished in such a manner as to violate or cause a violation of any provisions of the Occupational Safety&Health Act of 1970, as amended or supplemented or any similar state statute, or any regulations issued by competent authority under the said Act of any such state statute, and that the normal use of any such goods by Buyer in its manufacturing process will similarly produce no such violation, and that any and all chemical substances (whether in pure form or as part of any mixture, article or other goods) contracted for under this purchase order shall upon sale and delivery be included in the then current chemical substances inventory list compiled and published pursuant to Section 8 of the Toxic Substance Control Act, as amended or supplemented. Seller expressly agrees to defend, indemnify and hold harmless the Buyer, its officers and directors and employees, from and against any claims, damages or expenses arising directly or indirectly out of any violation of its obligations under this Section.
  6. Seller shall indemnify and hold Buyer harmless from and against all damages, rulings, orders, decrees, judgments, expenses (including attorneys’ fees), and/or losses arising from any claim that material purchased hereunder, or from its ordinary or Seller advertised use, or from its resale without alteration, constitutes the infringement of any patent, trademark or copyright. Seller shall, at Seller’s sole expense, defend all suits or proceedings instituted against buyer on the basis of any such claim, and shall have the right to control the defense.
  7. This order may not be transferred or assigned n whole or in part without the written consent of the Buyer. Such consent shall not relieve Seller of its obligations and liabilities.
  8. The Terms and Conditions of this order shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. In the event that any dispute arises between Seller and Buyer in relation to or arising out of the contract form by Seller’s acceptance of this purchase order, then the dispute shall be resolved by arbitration, to be held in Blair County, Pennsylvania, or other location in Pennsylvania of the Buyer’s choice, with the arbitrator to be selected mutually by the Buyer and the Seller from a panel of arbitrators designated by the American Arbitration Association. The results of such arbitration shell be binding upon the parties, subject to the provisions of 42. Pa. C.S. 7301 to 7320, known as the Uniform Arbitration Act, as amended or supplemented.
  9. No charge will be allowed for packing, boxing or cartage unless agreed upon at the time of purchase, and damage to any material not properly packed to insure adequate protection in transit will be charged to the Seller. All packing must conform with tariff or classification requirement so as to secure the lowest possible freight rates and Seller shall be responsible for properly quoting the legally required tariffs, when appropriate. In the event that Seller misquotes a tariff in making a bid, Seller shall be solely responsible for the additional tariff owed and shall indemnify and hold Buyer harmless from the same. It understood that the Buyer will receive the benefit of any decrease in freight charges between time of quotation and date of shipment, where freight enters into the price originally quoted. Seller shall comply with all rate schedules.
  10. Any specifications, drawings, sketches, models, samples, tools, computer or other apparatus programs, technical or business information or data written, oral or otherwise owned or controlled by McLanahan Corporation furnished to or required by Seller under this agreement or order or in contemplation of this agreement or order shall remain the property of McLanahan Corporation. All copies of such information in written, graphic or other tangible forms shall be returned to the McLanahan Corporation at its request f.o.b. Seller’s plant. Freight charges shall be prepaid by Seller and invoiced to Buyer.

    Unless such information was previously known to Seller free of any obligation to keep it confidential, or has been or is subsequently made public by company or a third part, Seller shall use such information only to fill orders or in performing under this purchase order and shall not use such information for any other purposes except upon such terms as may be agreed upon between Seller and company in writing. Seller shall not disclose, or permit its employees to disclose such confidential information to any third part.

    In the event that Seller or any of its agents breaches this provision, Buyer will have the right to enjoin Seller, its agents and assigns from utilizing any of the confidential information provided by Buyer pursuant hereto and Buyer shall also be entitled to receive restitution and damages in an amount equal to gross profits received by Seller, its agents and assigns, through the use of the said trade secrets and/or confidential information,, together with attorney’s fees, expert fees, and court costs incurred by Buyer in enforcing this provision.

  11. If it becomes necessary for the Seller or any agent, contractor or employee thereof to enter upon the property of the Buyer in order to construct, inspect or deliver hereunder, the Seller hereby agrees to protect the Buyer’s property and all persons thereon from injury, damage or loss and the Seller shall save harmless and indemnify the Buyer from and against any expense, loss or damage on account of any claim, demand or suit made by any person whosoever, including any employee of the Buyer which is in any way caused by or connected with or grows out of the performance hereunder by the Seller or any agent, contractor or employee thereof, provided however that the Seller shall not be required to indemnify the Buyer against any loss caused solely by the negligence of willful fault of the Buyer or its employees. If the Seller performs any work hereunder knowing it to be contrary to any local law, ordinance, rule or regulation, the Seller shall bear all costs arising therefrom. Seller shall carry liability insurance (including products liability coverage) and Workers’ Compensation insurance as provided by the laws of the state of Pennsylvania and further shall obtain and provide to Buyer a certificate of insurance evidencing that Seller has liability and Workers’ Compensation coverage. If for any reason the Seller’s or any sub-contractor’s employees or agents may acquire a status imposing liability on the Buyer for employer’s contributions or taxes under the federal Social Security Act or under any state unemployment insurance, old age benefit or similar acts, the Seller shall be exclusively liable for an shall indemnify the Buyer against the same and does agree to comply with all laws and regulations so as to relieve the Buyer from any and all liability therefore or the responsibility of making any reports or keeping any records with respect thereto.
  12. INSPECTION: All materials or articles ordered will be subject to final inspection and approval at destination by Buyer. Buyer reserves the right either to reject and hold at Seller’s expense subject to Seller’s disposal, all materials or articles not conforming to Drawings and/or Specifications and/or Samples if required under the terms of this Purchase Order, or to return material to Seller freight collect at Buyer’s discretion. No goods returned as defective shall be replaced without an order. If any merchandise fabricated by Seller from material furnished by Buyer is rejected due to Seller’s fault or failure to meet the requirements of Drawings, Specifications, and/or Samples required under the terms of this Purchase Order, Seller shall, at Buyer’s option, either replace such merchandise at its own expense or pay Buyer the replacement cost of the material therein. Seller will also reimburse Buyer for the replacement costs of Buyer’s materials, patterns, forms, castings or tools damaged while in Seller’s possession.
  13. REJECTION OF NONCONFORMING TERMS: This Purchase Order shall constitute an offer and terms contained in Seller’s acceptance or acknowledgement hereof, if inconsistent, nonconforming, or additional to the terms set forth in this Purchase Order, shall be deemed a material alteration and shall not be deemed as accepted by Buyer unless such acceptance is in writing and specifically refers to each such terms and condition, notwithstanding any law or statute to the contrary.
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