STANDARD PURCHASE ORDER TERMS AND CONDITIONS
Revised February 1, 2011
101. Gilinox S.R.L Standard Terms and Conditions are incorporated and shall apply to the purchase order except where special requirements are stated elsewhere. The purchase order with referenced parts and attachments shall constitute the entire agreement and no other terms and conditions in any document, acceptance or acknowledgement shall be effective or binding unless expressly agreed to in writing by Gilinox S.R.L.
102. Physical and chemical test report certification for each item, stating actual chemical composition and actual mechanical properties must accompany material. Test reports shall be legible (reproducible condition) and include the following information: specification with latest revision, results of all specified testing requirements, the manufacturer’s heat, batch or lot number, and any other requirements specified on the purchase order.
103. Physical and chemical test reports originating from the producing mill shall be supplied with each shipment. Test reports shall be legible (reproducible condition) and provide traceable documentation to Gilinox S.R.L. name and PO number. The material designation, specification, latest revision and results of all specified testing requirements, the mill heat number and any other requirements specified on the purchase order shall be included with the test reports.
104. Gilinox S.R.L. reserves the right to conduct onsite audits as deemed necessary to verify systems and review requirements with suppliers. The right to verify that subcontracted product conforms to specified requirements at suppliers facilities extends to Gilinox customers and customer representatives.
105. Gilinox may reject and retain counterfeit/suspect information or items at no cost, and identify and segregate material. If suspect/counterfeit parts are furnished under the purchase order, such parts shall be impounded by Gilinox or removed by Seller as directed by Gilinox. Seller shall promptly replace such parts with those acceptable to Gilinox and Seller shall be liable for all costs relating to impoundment, removal and replacement.
106. The Seller shall maintain an effective Quality System planned and developed in conjunction with his other functions to comply with contractual requirements. In order that the Quality System will be effective, it shall provide that defects or other unsatisfactory conditions are discovered and corrected at the earliest practical point. The system shall provide controls capable of maintaining conformance and product integrity. The seller shall provide all inspections, tests, information, documents, records, reports, facilities, equipment, samples, materials and assistance to Gilinox and Gilinox representatives. Supplier shall retain all records pertaining to material, manufacturing processes, special processes, testing and inspection for seven (7) years.
107. Gilinox may refuse to accept material delivered under purchase order if the Seller fails to submit the certifications, documentation, or test data. Gilinox reserves the right to perform material analysis at Sellers’ expense in the event that the certified material analysis is not provided at time of receipt of items.
108. Procedures for the handling of nonconforming material shall assure positive identification of such material and its prompt and continued segregation from other material being processed or stored. Nonconforming material shall be positively identified and segregated from other material being processed or stored and held for appropriate documented review action and disposition.
109. The Seller shall maintain traceability of material used in the manufacture of deliverable products. A correlation shall be made between the data derived from test, inspection and processing for each item produced and each lot of material and delivered to Gilinox with each shipment. The Seller shall maintain controls to assure preservation, packaging and shipping requirements. The lack of a specific requirement in the purchase order does not relieve the Seller of the responsibility for packaging in a manner that will insure receipt of material at Gilinox in an acceptable condition.
110. Quantities in excess of that shown in the purchase order, if rejected, will be returned at Seller’s risk and expense. Any excess quantities that Gilinox accepts shall be at the purchase order price or below.
111. The goods furnished are exactly as specified in the purchase order. They are free from all defects. The goods furnished are subject to inspection
112. Seller warrants that all goods and services sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations to which they are subject. Seller shall execute and deliver such documents as may be required to effect or to evidence compliance. All laws and regulations required in agreements of this character are hereby incorporated by this reference.
113. Supplier represents, warrants and covenants: (i) it is a corporation duly organized, existing and in good standing under the laws of its state, country or province or organization (ii) it has all requisite legal and corporate power and authority to enter into these Standard Purchase Order Terms and Conditions; (iii) products conform to their manufacturer’s and suppliers published specifications and will be free from defects in material, workmanship and design; (iv) supplier shall comply with all applicable federal state and local laws and regulations including any environmental laws and regulations
114. Supplier, for the period of time that supplier supplies products to Gilinox, and for a period of two years thereafter, shall preserve all information and documentation, including but not limited to suppliers invoices, nonconformance reports and mill certifications.
115. Supplier shall include Gilinox’s purchase order number on all invoices or vouchers, packing lists, bills of lading, packages, containers and correspondence processed under this order.
116. A packing list shall accompany each shipment of goods.
117. Supplier must notify Gilinox of changes in their product and/or process, changes of suppliers, changes of facility location.
118. For any non-conformances that are detected
a. Identify non-conforming product w/ tags, secured to parts and segregated from conforming parts
b. Include a notation on your packing slip as to how many pieces are non-conforming
c. If warranted, a corrective action request will be sent. A response is required within ten (10) working days.
WEBSITE CONDITIONS OF USE
Copyright © 2011
These Terms and Conditions apply to your use of the website located at www.gilinox.ro and its related sites ("Website"). Access to and use of Website is provided by Gilinox S.R.L. subject to the following Terms and Conditions. Use of Website constitutes your acceptance of these Terms and Conditions which shall take effect from the first date you access the Website. Gilinox S.R.L. reserves the right to change these Terms and Conditions at anytimeby posting those changes online. In these Terms and Conditions, the user of the Website is defined as "You" or "Your" and the provider of Website is defined as"We", "Us" or "Our".
1. Content - We do not represent or warrant that the information accessible via the Website is accurate, complete orcurrent. Material on the Website including photographs, images and text may used by you for your own use.
2. You agree not to adapt, alter or create aderivative work from any of the material contained in the Website or use it forany other purpose other than for your personal use. You agree touse the Website only for lawful purposes, and in a manner which does not infringe the rights of, or restrict or inhibit the use and enjoyment of the Website by any third party. These restrictions or inhibitions include conductwhich is unlawful, or which may harass or cause distress or inconvenience to any person and the transmission of obscene or offensive content.
3. You must not post or transmit through the Website any defamatory, threatening, obscene, harmful or pornographic material ormaterial which would violate or infringe in any way the rights of others (including intellectual property rights, rights of confidentiality, or rights ofprivacy) or cause distress or which do not comply with all relevant laws. You must not express opinions that are vulgar, crude, sexist, racist or otherwise offensive. We expect you to always treat other users with respect.
4. Disclaimer - TO THE FULLEST EXTENT PERMITTED AT LAW, WE ARE PROVIDING THE WEBSITE AND THE INFORMATION, NAMES, IMAGES, PICTURES, LOGOS AND ICONS REGARDING OR RELATING TO US OR OUR PRODUCTS AND SERVICES OR TO THIRD PARTY PRODUCTS AND SERVICES ON THE WEBSITE ON AN "AS IS" BASIS AND MAKE NOWARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING NO IMPLIED WARRANTIES OFSATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY AND ACCURACY. WE WILL NOT BE LIABLE FOR ANY DAMAGES INCLUDING INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER ARISING FROM USE OR LOSS OF USE, DATA, OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE WEBSITE.
5. Errors and Interruptions - We do not warrant that the functions contained in the material on the Website will be uninterrupted or error free, that defects will be corrected, or that the Website or the server that makes it available are free of viruses or bugs or representsthe full functionality, accuracy, reliability of the materials. We assume no responsibility and cannot be liable for any damages to or viruses that may affect Your computer equipment or other property on account of Your access to, use of or from browsing the Website or Your downloading of any material, data, text, images, video or audio clips.
6. Third Party Websites- You acknowledge and agreethat We are not responsible for the availability of any third party websites ormaterial You access through the Website, and We do not endorse and are notresponsible or liable for any content, advertising, products or services on oravailable from those websites or that material, nor for any damage, loss oroffence caused, or alleged to be caused, by or in connection with use of orreliance on any content, advertising, products or services available on oravailable from those websites or material. Any dealings between You and anyadvertisers or merchants found on or via the Website, including payment for anddelivery of products, services and any other terms, conditions, warranties orrepresentations, associated with such dealings, are solely between You and therelevant advertiser or merchant. You agree not to hold us liable for any loss ordamage of any kind incurred as the result of any such dealings.
7. Logos- The names, images and logos identifying Gilinox S.R.L. are proprietary marks of Gilinox S.R.L. Nothing in the Website shall be construed as conferring by implication, estoppel or otherwise any license or right under any trade mark or patent of those names, images and/or logos to You, or any other third party. All rights including copyright and database rights in this Website and its contents are owned or licensed to us.
8. Indemnity- You agree to indemnify Us immediately on demand, against all claims, liability, damages, costs and expenses, including legal fees, arising out of any breach of these Terms and Conditions by You or any other liabilities arising out of Your use of the Website.
9. Termination- We shall have the right immediately to terminate your use of the Website if we determine in our sole discretion that you have breached these Terms and Conditions or otherwise been engaged in conduct which we determine in our sole discretion to be unacceptable.
10. Invalidity- If any of these Terms and Conditions are determined to be illegal, invalid or otherwise unenforceable byr eason of the laws of any state or country in which these Terms and Conditions are intended to be effective, then to the extent and within the jurisdiction which that Term or Condition is illegal, invalid or unenforceable, it shall be severed and deleted from this clause and the remaining terms and conditions shall survive, remain in full force and effect and continue to be binding and enforceable.
11. Governing Law - These Terms and Conditions shall be governed by and construed in accordance with the laws of Israel. Disputes arising here from shall be exclusively subject to the jurisdiction of the courts of Jerusalem.
12. Non-Acceptance- If these Terms and Conditions are not accepted in full, you do not have permission to access the Website and should cease using the Website immediately.
