Definitions

As used in this purchase order, “GEAR MOTIONS” means Gear Motions, Inc., Nixon Gear Inc., Oliver Gear Inc. or any of its subsidiaries or divisions. “SUPPLIER” means the vendor of supplies. “SUPPLIES” designates raw materials, material components, intermediate assemblies, technical data, drawings, or services to be furnished by SUPPLIER to GEAR MOTIONS under the purchase order.

The only terms and conditions that apply to this purchase are those set forth in this order. No term or condition contained in any form or other communication between GEAR MOTIONS and vendor pertaining to this purchase, subsequent or prior to the issue of this order, which in any way differs from or adds to the terms and conditions set forth herein shall become part of the contract unless GEAR MOTIONS expressly consents in writing. GEAR MOTIONS’ failure to object to any term or condition in any form or communication from SUPPLIER will not constitute a waiver of the provisions hereof.

1. Applicable Law

The contract resulting from the acceptance of the purchase order is to be construed according to the laws of the State of New York.

2. Assignment of Contract

This purchase order is not assignable by the SUPPLIER in whole or in part without the prior approval of GEAR MOTIONS.

3. Acceptance

The written acceptance by SUPPLIER of this purchase order, or the commencement of any work or the performance of any services hereunder by SUPPLIER (including work or services with respect to samples), shall constitute acceptance by SUPPLIER of this purchase order and all of its terms and conditions, including those found in Appendix A below.

Any exceptions which SUPPLIER wishes to take to any of the terms, conditions, prices, or specifications stated herein should be communicated to GEAR MOTIONS Purchasing on acknowledgement of the purchase order. Such exceptions shall only be effective to the extent approved in writing by GEAR MOTIONS.

4. Invoicing

Unless otherwise agreed to in writing, invoices are paid net sixty (60) days from receipt of SUPPLIES. Invoices must show GEAR MOTIONS purchase order number, location shipped to, and receiving department number.

5. Delivery

Deliveries are to be made in quantities and at times specified by GEAR MOTIONS. GEAR MOTIONS will have no liability for payment for SUPPLIES delivered in excess of quantities specified in the delivery schedule and reserves the right to return such SUPPLIES at SUPPLIER’s expense, or to store them at SUPPLIER’s expense. Delivery of SUPPLIES is not considered complete until all SUPPLIES have been received and accepted by GEAR MOTIONS.

6. Material Furnished by Gear Motions

All jigs, fixtures, gauges, patterns, tools, dies, or any equipment purchased and paid for, in part or in whole, by GEAR MOTIONS for the manufacture of or use in any SUPPLIES shall remain property of GEAR MOTIONS for its sole use and shall be subject to removal by GEAR MOTIONS at any time upon demand. Such property shall at all times be properly housed, maintained, and repaired by SUPPLIER and used only in connection with applicable SUPPLIES ordered by GEAR MOTIONS.

7. Warranty

SUPPLIER warrants that the SUPPLIES covered by this purchase order shall conform to the specifications, drawings, samples, or other description furnished or specified by GEAR MOTIONS and will be fit and sufficient for the purpose intended, merchantable, of good material and workmanship, and free from defect. The warranties and remedies provided for in this section shall be in addition to those implied by or available at law.

8. Patents

SUPPLIER agrees to defend at its expense all suits, actions, or proceedings brought against GEAR MOTIONS for actual or alleged infringement of any United States or foreign patent because of any material or products used in fulfilling this order, and further agrees to indemnify and hold harmless GEAR MOTIONS and users of its products from and against any and all damages and expenses incurred in connection with any such suit, action, or proceeding.

9. Severability

If any provision of this agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of the agreement remain in full force and effect.

10. Termination

GEAR MOTIONS may at any time terminate all or any part of undelivered quantities on this purchase order, or any revisions thereof, or any release and shipping schedule pursuant thereto. SUPPLIER agrees that any termination charges shall be limited to costs of materials and labor incurred on items terminated prior to knowledge of their termination.

11. Changes

GEAR MOTIONS shall have the right at any time prior to delivery of ordered SUPPLIES to make changes in drawings, designs, specifications, packaging, time, and place of delivery. If any such changes cause an increase or decrease in cost or delivery time, an equitable adjustment shall be made and a change order will be issued to the original purchase order.

12. Packing

All shipments must contain a packing slip listing SUPPLIES, GEAR MOTIONS part number (if any), purchase order number, shipping location name, and receiving department number. All packages in the shipment must contain the same information.

13. Compliance with Laws

SUPPLIER represents that it has, and will continue during the performance of this order to, comply with all applicable Federal, State, and local laws and regulations, including but not limited to the Fair Labor Standards Act of 1938 as amended.

14. Indemnification for Claims

SUPPLIER shall defend, indemnify, and hold harmless GEAR MOTIONS and its directors, employees, agents, and other representatives from and against any and all claims, damages, or expenses arising out of or resulting from any failure, fault, or negligence of SUPPLIER or its employees, agents, subcontractors, or other representatives in connection with the performance of this order.

15. Insurance

Before commencing work, SUPPLIER shall furnish to GEAR MOTIONS a certificate of insurance showing adequate public liability and property damage insurance and Workmen’s Compensation insurance (or evidence of authority to self-insure). Failure to furnish such certificate does not constitute a waiver of the requirement or any other provision of this order.

If this order covers performance of labor, SUPPLIER agrees to indemnify and protect GEAR MOTIONS against all claims or demands for injuries or damages to any person or property arising out of SUPPLIER’s performance. SUPPLIER shall maintain coverage at no less than the following minimums:

 

Coverage Type	Minimum Amount
Workmen’s Compensation	Statutory limits by state
Employer’s Liability	$100,000
General Liability – Bodily Injury	$250,000 / $500,000
General Liability – Property Damage	$250,000
Automobile Liability – Bodily Injury	$250,000 / $500,000
Automobile Liability – Property Damage	$250,000

 

The certificate must state the amount of coverage, policy number, and expiration date. If SUPPLIER is self-insured, a certificate from the applicable Department of Labor and Industry must be furnished directly to GEAR MOTIONS. Procurement of such insurance shall not satisfy SUPPLIER’s liability hereunder or modify SUPPLIER’s indemnification obligations.

16. Premium Shipment Cost

If SUPPLIER’s failure to meet delivery requirements causes GEAR MOTIONS to require a more expeditious method of transportation, SUPPLIER shall reimburse GEAR MOTIONS for the cost difference, unless such failure is due to causes beyond SUPPLIER’s control and without fault or negligence on SUPPLIER’s part.

17. Sales – Use Tax Status

GEAR MOTIONS’ Sales Tax exemption number is supplied where exemption applies. Individual line items are indexed as to tax status.

18. Equal Employment Opportunity

There are incorporated in this order the provisions of Executive Order 11246 (as amended) regarding Equal Employment Opportunity, and the rules and regulations issued pursuant thereto, with which SUPPLIER represents that it will comply unless exempted.

19. Price Guidelines

SUPPLIER shall comply with applicable Federal or State wage and price guidelines, voluntary or mandatory, regarding price increases.

 

Appendix A: Quality & Compliance Requirements

By accepting a Gear Motions purchase order, SUPPLIER agrees to all terms and conditions herein, including the following quality and compliance requirements:

 

1. All applicable certificates shall be sent with each shipment.
2. Supplier acknowledges Gear Motions’ right of access to its facilities, product, and/or related quality records at any time — by Gear Motions, its customer, or regulatory authorities — in order to verify quality of products or work. Right of access may be limited to records and product applicable to Gear Motions’ products or contracts.
3. All purchasing requirements shall be flowed down to sub-tier suppliers or subcontractors.
4. Supplier shall notify Gear Motions immediately of unexpected anomalies, nonconformances, changes in product and/or process, changes of suppliers, and/or changes of manufacturing facility location. Gear Motions reserves the right to approve such changes or incidents before work is allowed to proceed.
5. Supplier acknowledges it shall apply appropriate preventive measures to ensure that counterfeit or suspect counterfeit materials or parts are not provided to Gear Motions under any condition.
6. Supplier acknowledges it shall apply suitable corrective action when presented with Gear Motions complaints or nonconformance reports.
7. Records pertaining to the manufacture, inspection, and test of Gear Motions’ products shall be retained for a minimum of seven (7) years.
8. Supplier acknowledges that its employees are aware of their contribution to product conformity and product safety.
9. Supplier shall comply with the Aerospace Industries Association of America (AIA) Global Principles of Ethics in the Aerospace & Defense Industry. Available for review at: https://www.asd-europe.org/about-asd/transparency-ethics/
10. Supplier must tag any nonconforming parts or materials with appropriate labeling and must include information on the associated Packing Slip.

 

Questions about these terms? Contact Gear Motions Purchasing.

315-488-0100  |  www.gearmotions.com  |  1750 Milton Avenue, Syracuse, NY 13209