This Purchase Order (“PO”) is issued by Ecorse-Doverspike Holding Co. (“Ecorse”)
or one of its affiliates to Supplier, for the purpose of this document, Ecorse-Doverspike
Holding Co. shall be referred to as “Ecorse”.
This PO describes the exclusive terms and conditions under which Supplier will
provide products or services to Ecorse with the understanding that additional
terms and conditions may be attached by Ecorse to this PO. Unless Ecorse agrees
in writing, Ecorse’s rights under this PO may not be waived or modified, and no
other document or communications are binding on Ecorse, including the Supplier’s
proposal, quotation, order acknowledgement, or invoice. Supplier is authorized
to provide products and services under this PO only if Supplier agrees to the
foregoing statement of exclusive terms.
If a price is not stated in this PO or otherwise agreed to by Ecorse in writing,
the price will be Supplier’s lowest prevailing market price. Supplier is
responsible for and will pay all sales, use, and similar taxes. If Ecorse
provides evidence of tax exemption or reduction, then Supplier will not invoice
nor pay such exempt/reduced taxes unless the applicable taxing authority
assesses such tax, at which time Supplier will invoice and Ecorse will pay any
such due and owing tax.
Upon Ecorse’s request, Supplier will issue invoices and also comply with any
local country requirement for tangible invoice forms. Unless this PO states
otherwise, payment will be due net sixty (60) days after Ecorse receives
Supplier’s valid invoice. Supplier’s invoice will list the quantity of products
and/or services purchased, reference this PO number, and, if applicable, the
Ecorse agreement or sub-agreement under which the products and/or services are
being purchased under.
Payment will not be deemed “accepted” by Ecorse. All products or services are
subject to inspection, and may be accepted or rejected at the sole discretion of
Ecorse. Upon request from Ecorse or its customers, Supplier shall issue a
refund, repair or replace any rejected products or re-perform any rejected
services, as determined by Ecorse or its customers, without additional charge
and in a timely manner.
Ecorse may terminate this PO with or without cause at any time.
Supplier is responsible for compliance with all requirements to import any
products covered by this PO into any country and the payment of all associated
duties, taxes and fees.
will comply with all country of origin marking instructions, all instructions,
all packaging, labeling, and transportation routing requirements. Supplier will
not use premium transportation unless expressly authorized by Ecorse. Supplier
will not include more than one daily shipment for on destination on one bill of
lading, and Supplier will not declare a value or purchase additional insurance
on F.O.B. Origin shipments to Ecorse.
Time is of the essence. Ecorse requires timely delivery to build products to
fill orders from customers. If Supplier fails to deliver on time, Ecorse may
purchase replacements elsewhere and Supplier will reimburse Ecorse for any
reasonable out-of-pocket costs Ecorse incurs to obtain the replacement parts.
Supplier will promptly notify Ecorse if it is ever unable to make a timely
Supplier warrants that: (i) it has the right to enter into this PO and it will
comply at its own expense, with any law (including environmental and
anti-corruption laws) or other obligation that may affect its ability to perform
under this PO; (ii) no claim, lien, or action exists or is threatened against
Supplier that may affect Ecorse’s rights under this PO; (iii) products and
services specified in this PO do not infringe any privacy, intellectual
property, moral or other right of a third party; (iv) products specified in this
PO are of merchantable quality, are free from defects in materials and design,
and otherwise will conform to the warranties, specifications and requirements in