SERVICES & DELIVERABLES. Seller agrees to provide to Lex Products, LLC, LexTM3 Systems, LLC, LexTM3, LLC and their affiliates, subsidiaries and related entities, (hereinafter referred to as "LEX ") the Goods or Services ("Services"), described in any purchase order, in accordance with this Agreement. Upon acceptance of a purchase order, shipment of Goods or commencement of a Service, Seller shall be bound by the provisions of this Agreement, including all provisions set forth on the face of any applicable purchase order, whether Seller acknowledges or otherwise signs this Agreement or the purchase order, unless Seller objects to such terms in writing prior to shipping Goods or commencing Services. This writing does not constitute a firm offer, and may be revoked at any time prior to acceptance. This Agreement may not be added to, modified, superseded, or otherwise altered, except by writing signed by an authorized Lex representative. Any terms or conditions contained in any acknowledgment, invoice, or other communication of Seller, which are inconsistent with the agreed to terms and conditions herein, are hereby rejected.
DELIVERY. Time is of the essence of this Purchase Order. Delivery of Goods and Services shall be made pursuant to the requested Lex schedule, via the carrier, and to the place specified on the face of the applicable purchase order. Lex reserves the right to return, shipping charges collect, all Goods received in advance of the delivery schedule. If no delivery schedule is specified, the order shall be filled promptly and delivered according to the terms specified on the purchase order. The Lex purchase order number must appear on all shipping containers, packing sheets, delivery tickets, and bills of lading.
Unless otherwise specified on the Purchase Order, Goods must be delivered free into store, suitably packaged and protected to avoid damage in transit or in storage. The Supplier must take all reasonable steps to minimize or prevent any delay in the performance of the Services or the delivery of the Goods.
The Supplier must make available by the delivery date specified in the Purchase Order all applicable supporting delivery documentation including, Packing Slips, Certificates of Conformance, Batch Certificates, Calibration Certificates, Engineering and/or Quality Assurance Specifications. Material received without Packing Slips and Certificates of Conformance will be considered incomplete and may be rejected at Lex’s discretion.
INSPECTION. Lex shall have a reasonable time after receipt of Goods or Service deliverables and before payment to inspect them for conformity hereto. If performance tendered does not wholly conform to the provisions hereof, Lex shall have the right to reject such performance. Nonconforming Goods will be returned to Seller freight collect and risk of loss will pass to Seller upon Lex’s delivery to the common carrier.
OVER/UNDERS. Goods received with quantity variances greater than 5% as compared to the Purchase Order may be rejected at Lex’s sole discretion. Rejected Goods will be returned to Seller freight collect and risk of loss will pass to Seller upon Lex’s delivery to the common carrier.
IDENTIFICATION, RISK OF LOSS, & DESTRUCTION OF GOODS. Seller assumes all risk of loss until receipt by Lex.
WARRANTIES. Seller warrants that it has good title, free of encumbrances, to the Goods delivered hereunder. Seller further warrants that all Goods delivered hereunder shall (i) be free from defects in design, materials, and workmanship; (ii) be fit for the purpose intended; and (iii) conform to the required specifications, including every aspect of the specifications, drawings, samples or other description (if any) furnished by Lex to Seller with the purchase order. Seller shall use only new and undamaged materials of merchantable quality, unless otherwise specified in the Purchase Order. If Seller is providing Services hereunder, Seller warrants that Services shall be completed in a professional, workmanlike manner. Seller shall pass through any applicable manufacturer’s warranty to the benefit of Buyer.
Seller warrants that the Goods or Services purchased by Lex have been or shall be produced or performed in compliance with all applicable federal, state and local laws, statutes, acts, regulations, rules, ordinances, government directives, and orders relating to labor relations, wages, hours of employment, equal employment opportunity, data protection, environmental matters, nonsegregated facilities, and health and safety, now in effect or hereafter enacted, and with any and all rules and regulations issued thereunder,
These warranties shall be in addition to all other warranties, express, implied or statutory.|
INSURANCE. Upon request, Seller shall provide Lex with what Lex determines, at its sole discretion, to be adequate certificates of insurance or evidence of coverage before commencing performance under this Agreement.
INDEMNITY. Seller shall indemnify, hold harmless, and at Lex’s request, defend Lex, its officers, directors, customers, agents and employees, against all claims, liabilities, damages, losses, and expenses, including attorneys' fees and cost of suit arising out of or in any way connected with the Goods or Services provided under this Agreement.
CONFIDENTIALITY. Seller agrees to keep Lex’s Confidential Information in confidence during and following termination or expiration of this Agreement. "Lex Products Confidential Information" includes but is not Iimited to all information, whether written or oral, in any form, including without limitation, Information relating to the research, development, products, methods of manufacture, trade secrets, business plans, customers, vendors, finances, personnel data, and other material or information considered proprietary by Lex. Seller agrees not to copy, alter, or directly or indirectly disclose any Lex Products confidential information. Seller further agrees not to use Lex Products confidential information except in the course of performing hereunder and will not use such Lex Products confidential Information for its own benefit or for the benefit of any third party.
NONINTERFERENCE WITH BUSINESS. During and for a period of two years immediately after the termination or expiration of this Agreement, Seller agrees not to solicit or induce any employee to terminate or breach an employment, contractual, or other relationship with Lex.
TERMINATION. Lex may terminate this Agreement upon written notice to Seller if Seller (i) fails to perform the Services in a timely fashion or (ii) fails to deliver the Goods complete, in good quality and by the specified delivery date(s) or (iii) otherwise breaches this Agreement, files a petition in bankruptcy, becomes insolvent, or dissolves. In the event of such termination, Lex shall pay Seller for the portion of the Services satisfactorily performed and those conforming Goods delivered to Lex through the date of termination, less appropriate offsets, including any additional costs to be incurred by Lex in completing the Services.
Lex may terminate this Agreement for any other reason upon thirty (30) days' written notice to Seller. Seller shall cease to perform Services and /or provide Goods under this Agreement on the date of termination specified in such notice. In the event of such termination, Lex shall be liable to Seller only for those Services satisfactorily performed and these conforming Goods delivered to Lex through the date of termination, less appropriate offsets.
SEVERABILITY. If any provision of this Agreement shall be deemed to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
LIMITATION OF LIABILITY. In no event shall Lex be liable to Seller or Seller’s agents, or any third party for any incidental, indirect, special, or consequential damages arising out of, or in connection with, this agreement, whether or not Lex was advised of the possibility of such damage, and whether or not there is failure of any agreed remedy.
GOVERNING LAWS. This Agreement shall be construed in accordance with, and disputes shall be governed by, the laws of the State of Connecticut‚ excluding its conflict of law rules. Jurisdiction and venue over all controversies arising out of, or relating to, this Agreement shall be Connecticut. Further, Seller shall comply fully with all applicable federal, state, and local laws in the performance of this Agreement including, but not limited to, all applicable employment, tax, export control, and environmental laws.
CERTIFICATE OF CONFORMITY. A Certificate of Conformance (“C of C”) is required on all orders and must call out all purchase order applied military specifications and must be signed in ink by an authorized company employee. The following statement must appear on the C of C and mill certificates of analysis: "The recording of false, fictitious or fraudulent entries may be punishable as a felony under federal law, title 18, and chapter 47."
QUALITY AND QUALITY SYSTEMS. The Goods and/or Services must comply with the standards of quality specified in the Purchase Order. If no standards are specified the Supplier must comply with the best practice industry standards applicable to the Services and/or Goods concerned. During performance of the order, Seller’s Quality Systems & Manufacturing processes are subject to review, verification and analysis by authorized Government Representatives, Lex customer's representatives and/or Lex’s Quality personnel. Product or processes and records of manufacture may be subject to Government inspection or audit.
SOURCE INSPECTION. Whenever specified in a Purchase Order or Contract, the customer or his representative is afforded the right to verify at source or upon receipt that a purchased product or service conforms to specified requirements. Government Inspection and release of product prior to shipment is not required unless seller is otherwise notified.
RECORDS. Records of inspection are required with numerical or statistical values, to be kept on file, available for review. The supplier shall maintain quality records in accordance with the applicable quality system for a minimum of 7 years from completion of purchase order. Suppliers shall maintain a copy of all supplier procured raw material mill certifications, which must be readily retrievable and shall include material specification, description, alloy and condition, physical properties, chemical analysis and lot number(s). Metallic Raw Material Distributors shall include a copy of the original mill's certification with shipment of deliverable material. Supplier shall maintain copies of all subcontracted special processes. Supplier shall also obtain and maintain sub-tier supplier process certifications. No submittal is required unless specifically required per purchase order or other requirement herein. Supplier's material/special process and sub-tier supplier/processor certification and test results shall be made available upon request.
AGE SENSITIVE MATERIAL. Suppliers of age sensitive materials shall provide original manufacturing/cure date, lot number(s) expiration date or length of shelf life (if indefinite, so stated). In addition, forward any special storage/handling instructions. Shelf life items/material will have not less than 80 percent of shelf life remaining at time of receipt by Lex.
FAA. Suppliers of new FAA parts shall meet FAA FAR 21 requirements. Special Processors are required to be accredited by the National Aerospace and Defense Contractors Accreditation Program (NADCAP.)
NONCONFORMING MATERIAL. Seller has no MRB authority. All suspect or non-conforming material owned by Lex or their customer must be reported immediately to Lex.
CHANGES. Seller must notify Lex of any changes to ordered product or services under the following conditions. Change in product and or process; change in suppliers; change in manufacturing facility location. Your company must also flow down all applicable Lex and Lex’s customer requirements to your suppliers and sub-contractors. Lex may require authorization of any of these changes prior to acceptance of your product or services.
FLOW-DOWN OF REQUIREMENTS – All applicable requirements flowed down to Seller though a PO, drawings, specifications or other documents must also be flowed down to the supplier’s sub-contractors.
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