PO Terms and Conditions

Kemp Proteins’ Purchase Order Terms & Conditions

I. Complete Agreement:

The terms and conditions of a purchase order issued by Kemp Proteins and accepted by the Seller set forth the entire agreement between the parties hereto and supersede all previous communications, proposals, representations or agreements, whether written or oral. No agreement or understanding which varies or extend the terms or conditions of this purchase order will be binding unless issued in writing by a duly assigned officer or representative of Kemp Proteins LLC. No conditions stated by the Seller in its acknowledgment of the Purchase Order shall be binding upon the Buyer if in conflict with, inconsistent with, or in addition to the terms and conditions stated herein. Any such conditions, if not agreed to by Kemp Proteins through a subsequent purchase order amendment, have been rejected by Kemp Proteins.

II. Subcontracting / Assignment:

Seller agrees that it will not enter into a subcontract or purchase order for the procurement of the items covered by this order in completed or substantially competed form, and the monies due there under shall not be assigned, nor any part thereof, without securing approval from Kemp Proteins

III. Compliance:

Seller will comply with all applicable federal, state, and local laws, orders, regulations and ordinances in performance of this purchase order. Seller covenants and agrees to save and hold Kemp Proteins  harmless from and reimburse same or any, and all costs, damages, and expenses, including reasonable attorney’s fees, suffered or occasioned to the Buyer through any failure of Seller to comply with such laws, orders, regulations, and ordinances.

IV. Warranty:

Seller expressly warrants that all articles ordered to specifications, drawings, or other descriptions furnished by Kemp Proteins will conform thereto, and that all articles will be good quality and workmanship and free of defect.

V. Addenda:

All supplemental sheets, schedules, exhibits, specifications, drawings, data, or riders, which may be annexed hereto, are made part of this order, and Seller agrees by acceptance that all such information has been available and that it will be Seller to perform all work called for in the completion of this order.

VI. Changes:

Kemp Proteins may at any time, by written amendment, make changes in the drawings, specifications, or other description furnished, quantity of product ordered, delivery schedule, or any other element of this purchase order. If any such changes cause an increase or decrease in purchase order value, on in time required for performance, an equitable adjustment shall be made, and this purchase order shall be modified in writing. Any claim for adjustment under this provision must be submitted in writing within 30 days from the date the changed is ordered. No modification of this order shall be binding on Kemp Proteins unless made by a formal purchase order amendment, signed by a duly authorized representative of Kemp Proteins.

VII. Quality System and Right of Access:

Suppliers shall maintain a quality system acceptable to Kemp Proteins. The Seller shall notify Kemp Proteins of any nonconforming product, obtain approval for nonconforming product disposition, notify the organization of changes in product and/or process definition. Changes of suppliers, change of manufacturing facility location and, where required, obtain Buyer approval. The quality system, and all materials and workmanship shall at Kemp Proteins discretion, be subject to survey, source inspection and test by Kemp Proteins’s or Kemp Proteins’ customers at any reasonable time in the supplier’s facility. Right of access by Kemp Proteins, Kemp Proteins customer and regulatory authorities to the applicable areas of all facilities, at any level of the supply chain, involved in the order and to all applicable records.   All parts will also be subject to final inspection at Kemp Proteins facility for conformance. Records shall be retained by the Seller for a minimum period of seven years.

Any non-conforming articles due to unacceptable workmanship on the part of the suppler shall be removed at the expense of the supplier, including transportation both ways. The Seller shall bear all risk of loss or damage to rejected articles. In addition to their right of rejection, and without limitation to any other remedy, Kemp Proteins may require prompt repair and/or replacement of rejected articles or elect to retain them and remedy any defects. Cost of remedying such defects shall be deducted from the amount due to the supplier.

IX. Drawings, Specifications, Technical Information:

All drawings, specifications, and materials, including data, and other technical information, supplied by Kemp Proteins in connection herewith (hereinafter called “data”) shall remain the property of Kemp Proteins and shall be held in confidence by the supplier. Except in the performance of this order, such data shall not be reproduced, used and/or disclosed to others by the supplier, including any government, person, or firm without Kemp Proteins written consent

X. Materials:

If Kemp Proteins furnishes materials, supplier shall return to Kemp Proteins all unused or scrap materials unless otherwise directed, in writing, by the Kemp Proteins. Upon delivery to Kemp Proteins, the full quantity of consigned materials shall be noted on the packing slip with the condition of the part either non-conforming for evaluation by Kemp Proteins or scrap.

XI. Law Governing:

This purchase order is to be governed by and construed according to the laws of the State of Delaware.

XII. Delivery:

Seller must receive written approval from the Kemp Proteins to ship any items more than 15 days in advance of the delivery dates set forth in this purchase order. Items received without such approval are subject to rejection and Seller will be responsible for all freight expense, or Seller invoice will be paid in the accordance with the terms of the purchase order and original delivery date. Failure to deliver per the Purchase Order delivery date on a constant basis, may lead to being disapproved as a qualified supplier.

XIII. Payments:

Terms of any payment provided for a purchase order, and all discounts related thereto, shall be calculated from 1) the dates items are received; 2) the dates items are scheduled to be received; 3) the date an acceptable invoice is received, whichever is later.

XIV. Termination:

Kemp Proteins reserves the right to terminate a purchase order or any part thereof, at any time at no cost to Kemp Proteins whenever: 1) the vendor does not maintain acceptable quality, timely progress, and/or delivery schedule; 2) the Purchaser and/or Customer or intimate Purchaser request the termination of this order while or in part. Such termination shall state the effective date of the termination, upon which Kemp Proteins and Seller will negotiate a fair compensation to the Seller for materials and/or services rendered prior to termination.

XV. Non-Waver by Buyer:

The failure of Kemp Proteins to insist, in anyone or more instances, upon strict conformance to any of the terms and conditions, or supplemental clauses of a purchase order, will not waive or relinquish to any extent Kemp Proteins right to assert and enforce such terms and conditions or supplemental clauses, in whole or in part, on any future occasion.

XVI. Nondiscrimination:

The Equal Opportunity Clause Section 202, paragraphs 1 through 7 of Executive Order 11246, as amended; 38 USC 4212 of the Vietnam Era Re-Adjustment Assistance Act of 1974, and Section 503 of the Rehabilitation Act of 1973 relative to equal opportunity and implementing rules of the office of Federal Contract Compliance Programs are incorporated herein by specific reference.