Purchase Order Terms & Conditions


Latitude Corp



  1. OFFER TO PURCHASE: This Purchase order (hereafter referred to as “Order”) is Latitude Corp’s (Latitude) offer to the Seller and does not constitute an acceptance of any offer to sell, quotation or proposal. Any reference to such offer to sell, quotation, or proposal is solely for the purpose of incorporating the description and specifications of the goods and services contained therein to the extent that such description and specifications do not conflict with the description and specification on the face of this Order.  By either acknowledging receipt of this order in writing or placing the goods and services in production, the Seller agrees to the terms and conditions of sale contained herein. Until this Order is accepted either by written acknowledgement or by placing goods and services in production Latitude may unilaterally rescind this Order.  ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS CONTAINED IN ANY CONFIRMATION OR ACKNOWLEDGEMENT OF THIS ORDER SHALL BE OF NO EFFECT AND SHALL NOT BE BINDING UPON LATITUDE UNLESS ACCEPTED BY LATITUDE IN WRITING. Furthermore, written acceptance or rejection by Latitude of such additional terms or conditions shall not constitute an acceptance of any other term or condition.
  2. NO ORAL MODIFICATION OR VARIANCES: This Order shall constitute the entire agreement between the Seller and Latitude and no other understanding shall limit, modify or vary its terms unless reduced to writing and agreed to by Seller and Latitude.
  3. WARRANTIES AND REPRESENTATIONS: The Seller expressly warrants that all goods and services covered by the Order will conform to the specifications, drawings, samples or other descriptions upon which this Order is based, shall be fit and sufficient for the purpose intended, merchantable, of good material and workmanship and free from defect, and not be or contain counterfeit parts as defined in relevant Federal Acquisition Regulations (FAR) or Department of Defense FAR Supplement (DFARS) provisions. Inspection, test, acceptance or use of the goods or services furnished hereunder shall not affect the Seller’s obligation under this warranty, and such warranty shall survive any such inspection test, acceptance and use. This warranty shall run to Latitude, its successors; assigns and customers and the users of its products. The Seller agrees to correct defects, in any goods or services not conforming to the foregoing warranty promptly, by repair or replacement at the facility where the goods are located, without expense to Latitude, when notified of such non-conformity by Latitude. In the event of a failure by the Seller to correct defects, Latitude may make such corrections and charge the Seller for the costs incurred thereby. In the event that Latitude sends Seller goods to an independent laboratory for analysis and finds that the results are not consistent with the Warranties and Representations described above, Seller agrees to pay all costs of analysis. The Seller warrants that all perishable material has at least half of its overall useful life remaining at the time of delivery to the Buyer.
  4. NON-CONFORMING PRODUCT: Seller shall notify Latitude of any non conformance product immediately.  Seller must obtain Latitude disposition and/or approval of any non conforming product prior to shipment.  Seller must request and submit a deviation form as means of approval.  Latitude will approve or refuse the non-conformance and then return the deviation form to seller with final disposition.  If approved, all product shipping under the deviation must have a signed copy of that deviation attached to the product when shipped. This provision shall flow down to all related subcontracts.
  5. PROCESSING CHANGES Seller shall notify Latitude of changes in product and/or process, changes of suppliers, and changes of manufacturing facility location and obtain Latitude approval for said changes. Seller shall flow down this provision in all related subcontracts.
  6. INSPECTION: All goods will be subject to Latitude’s inspection and rejection at place of delivery. Defective goods may be returned to the Seller for full credit or replacement at the Seller’s risk and expense, including transportation charges both ways, but no defective goods shall be replaced without a formal replacement order signed by Latitude.
  7. DELIVERY: Seller shall deliver the product within the time, in the quantities, and at the prices specified on the face of the purchase order.  If Seller fails to comply with such requirements, Latitude may, in addition to any other rights or remedies, cancel this order and be relieved of all liability for any undelivered portion.  Seller shall promptly notify Latitude, in writing, of any anticipated or actual delay, the reasons for the delay and the actions being taken by Seller to overcome or minimize the delay.  Such notifications shall in no way relieve the Seller of its obligations under this order.  Seller shall not unreasonably anticipate delivery by purchasing materials or manufacturing quantities in excess of what is reasonably required to meet Latitude’s delivery schedule.  Products received in advance of Latitude’s delivery schedule may, at Latitude’s option, be returned at Seller’s expense or be accepted and payment withheld until the scheduled delivery date.  Latitude agrees to accept deliveries (5) days early and (0) days late without penalty.
  • When applicable, MSDS Sheets must accompany product with each shipment
  • All raw material must have a CoC attached to the product for each shipment
  1. INDEMNITY: The Seller shall defend and indemnify Latitude against all damages, liabilities claims, losses, and expenses (including attorney’s fees), arising out of or resulting in any way from any defect in the goods or services purchased hereunder or from any breach of the Order or from any act or omission of the Seller, its agents, employees or subcontractors.
  2. PATENTS: The Seller agrees, at its own expense, to defend any suit or action against Latitude or against those selling or using the goods or services covered by this Order for alleged infringement of patent, invention, design, copyright, or royalty rights arising from the sale, resale or use of such goods or services and further agrees to indemnify Latitude for any damages, liabilities, claims losses or expenses, (including attorney’s fees) paid or incurred by Latitude in connection with any such suit or action, whether against Latitude or against those selling or using the goods or services covered by this Order. Further, the Seller hereby guarantees continuous operation of any goods purchased hereunder in the event of any such claimed infringement. Seller’s warranty and indemnification does not apply to goods and services supplied pursuant to Latitude’s design and specification.
  3. PROPRIETARY INFORMATION AND TOOLS: Any dies, molds, patterns, tools specification, drawings, designs, manufacturing data and other information transmitted to the Seller by Latitude in connection with the performance of this Order are the property of Latitude and are disclosed in confidence upon the condition that they are not to be reproduced or copied or used for furnishing information or equipment to others, or for any purpose detrimental to the interest of Latitude. Title to all patterns, jigs, fixtures, cuts, molds, tools, dies, etc. furnished or paid for by Latitude shall remain titled in Latitude’s name and are to be maintained by the Seller in good working order, at the Seller’s risk and are to be used only on Latitude’s products, and are to be delivered to Latitude or to Latitude’s order in good working condition immediately upon demand upon completion of any orders requiring the use of these tools. All patterns, molds, tools or dies furnished at the Seller’s expense shall be kept in good condition and replaced at the Seller’s expense when necessary.
  4. REPRESENTATIONS REGARDING COMPLIANCE WITH LAWS: In fulfilling any part or all of this Order,  Seller for itself and its sub-contractors agrees to comply with all provisions of federal and state laws and regulations, and local ordinances applicable to the performance of, or the supplying of goods and services covered by this Order.  Seller agrees to indemnify Latitude against all liability for Seller’s failure to comply.
  5. PACKAGING: Each package, bill of lading, shipping document, packing slip and invoice must be clearly marked with Latitude’s Purchase Order Number.  Packing Slips must accompany each shipment and clearly state purchase order number, part number, quantity and ship date.  All Products shall be packaged in such way to arrive at Latitude’s dock without damage and in accordance with requirements of the common carrier so as to obtain lowest transportation costs.  Latitude shall have the right to route all shipments.  No charge shall be made to Latitude for packaging, boxing, or cartage unless separately itemized on the face of the purchase order. Seller shall be liable to Latitude for any loss or damage resulting from Seller’s failure to act so as to provide adequate protection during shipment.  Additional expenses, charges or claims incurred as a result of deviation from the specified route, non-compliance with other shipping instruction or improper description of the shipment in shipping documents shall be the Seller’s responsibility.
  6. TAXES. Except as otherwise expressly set forth on the face of this Order, Latitude shall not be liable for any federal, state, or local taxes, duties, customs, or assessments of any kind in connection with the sale, purchase, transportation, use or possession of the Products ordered.
  7. NO ASSIGNMENT: Neither party shall assign or transfer this Order without the written consent of the other.
  8. TERMINATION FOR CONVENIENCE  (a) Buyer may, by written notice, terminate this Purchase Order for convenience and without cause in whole or in part, at any time, and such termination shall not constitute default. In the event of partial termination, Seller is not excused from performance of the non-terminated balance of work under the Purchase Order.  (b) In the event of termination for convenience by Buyer, Seller shall be reimbursed for actual reasonable, substantiated and allocable costs, plus a reasonable profit for work performed to date of termination. Any termination settlement proposal shall be submitted to Buyer promptly, but no later than sixty (60) days from the effective date of the termination. In no event shall the amount of any settlement be in excess of the Purchase Order value. Buyer may take immediate possession of all goods, complete or incomplete, and all products resulting from services upon written notice of termination to Seller.
  9. TERMINATION FOR DEFAULT (a) Buyer may, by notice in writing, terminate this Purchase Order in whole or in part at any time for (i) breach of any one or more of its terms, (ii) failure to deliver goods or services within the time specified by this Purchase Order or any written extension, (iii) failure to make progress so as to endanger performance of this Purchase Order, or (iv) failure to provide adequate assurance of future performance. Buyer may also terminate this Purchase Order in whole or in part in the event of Seller’s suspension of business, insolvency, appointment of a receiver for Seller’s property or business, or any assignment, reorganization or arrangement by Seller for the benefit of its creditors. In the event of partial termination, Seller is not excused from performance of the non-terminated balance of work under the Purchase Order. (b) In the event of Seller’s default hereunder, Buyer may exercise any or all rights and remedies accruing to it, both at law, including without limitation, those set forth in Article 2 of the Uniform Commercial Code, or in equity, including but not limited to, Seller’s liability for Buyer’s excess re-procurement costs for goods or services.  (c) If this Purchase Order is terminated for default, Buyer may require Seller to transfer title to, and deliver to Buyer, as directed by Buyer, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing materials” in this Section) that Seller has specifically produced or acquired for the terminated portion of this Purchase Order. Upon direction of Buyer, Seller shall also protect and preserve property in its possession in which Buyer has an interest.
  10. CHANGES: (a) Buyer shall have the right by written notice to suspend or stop work or to make changes from time to time in the services to be rendered or the goods to be furnished by Seller hereunder or the delivery schedule. If such suspension, stoppage or changes cause an increase or decrease in the cost of performance of this Purchase Order or in the time required for its performance, an equitable adjustment shall be negotiated promptly and the Purchase Order shall be modified in writing accordingly. Any claim by Seller for adjustment under this Paragraph 15(a) must be asserted in writing within fifteen (15) days from the date of receipt by Seller of notification of the change or suspension and shall be followed as soon as practicable with specification of the amount claimed and supporting cost figures. However, nothing herein shall excuse Seller from proceeding with this Purchase Order as changed pending resolution of the claim. (b) Information, advice, approvals or instructions given by Buyers technical personnel or other representatives shall be deemed expressions of personal opinion only and shall not affect Buyers and Sellers rights and obligations hereunder unless set forth in a writing which is signed by Buyers Purchasing Representative and which states it constitutes an amendment or change to this Purchase Order.
  11. DISPUTES: Any disagreement or claim arising in connection with this Order shall be submitted in writing by Latitude or the Seller to the senior management of the other party for resolution.  If the parties are unable to resolve the dispute within 10 business days after notification or such later date as agreed in writing, the parties may agree to arbitration or either party may submit the dispute to a court of competent jurisdiction. Pending resolution or settlement of any dispute arising under this Order, Seller will proceed diligently as directed by Latitude with the performance of this Order.
  12. RIGHT OF ENTRY: Latitude and its customers and regulatory authorities shall have right of access to Seller’s facility involved in this specific order, including all applicable records for review at a time mutually convenient for both parties as required under AS9100 standards.
  13. QUALITY SYSTEM REQUIREMENT FLOWDOWN: Seller is required to flow down all Latitude and Latitude’s customer requirements to its sub-tier suppliers.
  14. RECORDS:  Seller hereby agrees to protect and maintain records related to this purchase order for a minimum of 7 years (unless otherwise specified in the PO) with defined controls for protection, retrieval, and product traceability.
  15. CALIBRATION SERVICE: Seller will ensure that its equipment is calibrated to the industry standard or manufacture specification.  Seller must comply with ANSI Z540 or equivalent standard.  A Certificate of Calibration is required that is traceable to NIST or other national measureable standards.  Calibration frequency is annual unless otherwise specified.
  16. ATTORNEY FEES: Seller agrees to pay all reasonable attorney fees and all other expenses incurred by Latitude in enforcing its rights hereunder.
  17. GOVERNING LAW: This order and performance hereunder shall be governed by the case and statutory laws of the State of Wisconsin.
  18. US GOVERNMENT CONTRACTS: If this order indicates that it pertains to a US Government Contract, additional provisions apply as specified or referenced to on the order. The priority code must flow down to all related subcontracts.
  19. CONFLICT MINERALS:  Seller represents and warrants that the Goods and Services delivered pursuant to all or any part of this Order shall be “DRC conflict free” and shall not contain “Conflict Minerals” originating from any of the “Covered Countries”, in each case as such terms are defined by the Securities Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, as may be amended from time to time.  “Conflict Minerals” are tin (Cassiterite), tungsten (Wolframite), tantalum (Columbite-tantalite or coltan) and gold, and the derivative metals from these materials.  The “Covered Countries” are the Democratic Republic of the Congo, Angola, Burundi, Central African Republic, The Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda and Zambia.  Seller shall provide Buyer with an opportunity to audit from time to time the source of the Conflict Minerals contained in all or any part of the Goods and Services.  Seller will reimburse Latitude Corporation for any costs, fines or penalties that it incurs if Seller does not comply with this Section.
  20. MERCURY FREE CERTIFICATION:  Seller warrants and certifies that goods furnished shall be free from contamination by the presence of mercury.