Purchase Orders shall be accepted by Supplier, either by system confirmation or written confirmation. Unless otherwise agreed with Heartland Enterprises (Heartland), such confirmation shall occur within three (3) Business Days.
By acceptance of the Purchase Order, Supplier commits to deliver Materials and/or Services in accordance with the requirements and provisions of the Agreement. The Purchase Order is comprised by the provisions in;
- Special Conditions, when referenced and attached in the Purchase Order
- Unless superseded by any other Purchasing Terms, modified or amended, and referenced in the Purchase Order
- Agreement Price and other compensation details attached to or included in the Purchase Order
- Agreement Schedule and/or Agreement milestone Delivery Date(s) attached to or included in the Purchase Order
No modification of, or amendment to, the Purchase Order shall be binding for Heartland, unless agreed to in writing and specifically labeled as a modification or amendment. The terms and conditions of the Purchase Order shall be the only terms and conditions applicable hereto, and Heartland Enterprises hereby rejects any terms and conditions submitted by Supplier in any proposal or acknowledgement not modified or amended as specified above.
Unless otherwise agreed in writing, Supplier shall deliver in accordance with the revision of the requirement documents applicable at the date of Purchase Order acceptance.
Heartland shall ensure the adequacy of requirements prior to communication to the Supplier including requirements for:
The processes, products, and services to be provided including the identification of relevant technical data (e.g., specifications, drawings, process requirements, work instructions);
- The approval of:
- Products and services;
- Methods, processes, and equipment;
- The release of products and services;
- Competence, including any required qualification of persons;
- Suppliers’ interactions with the organization;
- Control and monitoring of the external providers’ performance to be applied by the organization;
- Verification or validation activities that the organization, or its customer, intends to perform at the external providers’ premises;
- Design and development control;
- Special requirements, critical items, or key characteristics;
- Test, inspection, and verification (including production process verification);
- The use of statistical techniques for product acceptance and related instructions for acceptance by the organization;
- The need to:
- Implement a quality management system;
- Use customer-designated or approved external providers, including process sources (e.g., special processes);
- Notify the organization of nonconforming processes, products, or services and obtain approval for their disposition;
- Prevent the use of counterfeit parts;
- Notify the organization of changes to processes, products, or services, including changes of their external providers or location of manufacture, and obtain the organization’s approval;
- Flow down to external providers applicable requirements including customer requirements;
- Provide test specimens for design approval, inspection/verification, investigation, or auditing;
- Retain documented information, including retention periods and disposition requirements;
- The right of access by the organization, their customer, and regulatory authorities to the applicable areas of facilities and to applicable documented information, at any level of the supply chain;
- Ensuring that persons are aware of their:
- Contribution to product or service conformity;
- Contribution to product safety;
- Importance of ethical behavior.
Supplier represents and warrants that the Services and Deliverables will (a) be of top industry standards, (b) be of the best materials and workmanship, (c) be new and of the best quality in every respect (unless otherwise specified in the Purchase Order); (d) comply with all laws, including those pertaining to manufacturing, supply and delivery, and meet or exceed the minimum standards required by any applicable governmental authorities; (e) are fit for the use intended, (f) are merchantable, (g) are free from all defects in design, workmanship, and material, and (h) are manufactured in strict accordance with the plans or specifications accepted by Purchaser and to the tolerance levels specified by Purchaser. Supplier further agrees to repair to like new condition, reperform, refund, or replace, in Purchaser’s sole discretion, and at Supplier’s sole cost, any Deliverables, Services, or workmanship which will be found to be defective within eighteen (18) months after delivery or performance, or at Purchaser’s option, to reimburse Purchaser for its cost of remedying such defects or non-compliance. All costs and damages incurred by Purchaser in connection with defective or non-complying Deliverables shipped or delivered and/or Services or workmanship performed by Supplier, including the cost of returning any Deliverables and/or the reperformance of any Services, will be the responsibility of Supplier. Supplier’s agreement to replace defective Deliverables and/or reperform defective Services or workmanship will be cumulative of all other remedies available to Purchaser, whether under this Agreement, any Purchase Order, or at law or equity.
Supplier shall defend, indemnify, release and hold harmless Heartland, its officers, agents, and employee’s from and against all liabilities, claims, or demands whether arising in tort, contract, or otherwise for injuries or damages to any person or property arising out of or in connection with purchase orders except to the extent caused by Heartland’s negligence or willful misconduct.
Supplier shall hold all drawings, prints, product specification, and any other product details as proprietary and confidential.