FUTEK will be closed Thursday, November 23 and Friday, November 24 for the Thanksgiving holiday. We will reopen on Monday, November 27.
Shop FUTEK
CALL US TODAY
+1 (949) 465-0900
 
FUTEK Purchase Order Terms and Conditions
We are pleased that your company will be a FUTEK supplier. FUTEK desires to establish alliance with your company leading to a long-term partnership which is profitable to both companies. We are committed to the understanding that our supplier’s success and profitability is our own success and profitability. In order for FUTEK to begin working with your company, we ask that your company review and agree to the following FUTEK Purchase Order Terms and Conditions. It is our intention that these Terms and Conditions be mutually agreeable and provide adequate business protections for both parties.
The Terms and Conditions below are organized into four sections. Only the sections applicable to your company will apply to any Purchase Order established between us. Included in Section 1 are the general Terms and Conditions that are applicable to all Purchase Orders regardless of the product or service being provided. In addition to these general Terms and Conditions some additional clauses will be applicable depending on the kind of product or service that you (the Seller) are providing. The additional clauses in Section 2 are applicable only to Sellers that are providing standard off-the-shelf catalog items not designed or modified to FUTEK specifications. These are generally products that are available through catalogs or websites to the general industrial community. Section 3 lists clauses that are applicable only to suppliers of custom designed parts to a FUTEK engineering drawing or specification. Section 4 contains clauses applicable only to service providers whether the service is provided on-site at FUTEK or off-site at a customer or other facility. This section will also cover any parts or materials that are delivered incidental to the performance of the ordered service.
SECTION 1 – General Terms and Conditions applicable to all Purchase Orders
1. ACCEPTANCE.
Seller agrees to meet the delivery dates, specifications and quantities for the goods and services set forth in this Purchase Order. Acknowledgment of this Purchase Order, shipment of any goods, or commencement of work pursuant to this Purchase Order shall be deemed an acceptance of these Terms and Conditions. Unless otherwise provided in the order, delivery of goods shall be f.o.b. origin, and Seller will not charge for boxing, packing, crating, handling or other charges.
2. INSPECTION.
All goods and services purchased are subject to inspection, test and approval, as appropriate, at destination by FUTEK, notwithstanding prior payments or inspections at the source.
3. CONFIDENTIALITY and PUBLICITY.
Seller shall keep confidential and not disclose to any third party any confidential or proprietary materials provided by FUTEK, including but not limited to any drawings, masters, software, specifications, raw materials, components, data, business information or plans, customer lists or other customer information. Seller shall not make any copies of confidential information except as specifically authorized by FUTEK in writing. At the completion of this Purchase Order, or upon FUTEK’s request, Seller shall return to FUTEK all confidential information not consumed in the performance of this Purchase Order, together with any copies in Seller’s possession. All specifications, data and other information furnished by FUTEK, or its agents, to Seller in connection with this order remain the exclusive intellectual property of FUTEK. In addition, the Purchase Order and the purchase of goods or services from Seller does not authorize Seller to use the name of or make reference to FUTEK for any purpose whatsoever, including without limitation, in any releases for public or private dissemination. Further, Seller shall not divulge or use in any advertisement or publication any specifications, data, or other information pertaining to or relating to this usage without prior written approval by FUTEK.
4. CHANGES.
FUTEK reserves the right to make changes to the purchase order. Any changes made to this Order will become effective only after mutual acceptance by both FUTEK and the Seller. An equitable written acknowledgement of the effect on the changed provisions shall be indicated in a revision to the Purchase Order. Seller may not make any change in drawings, design specifications, scope of work to be performed, time and place of delivery and method of transportation without FUTEK's written Purchase Order revisions acknowledging the change. Any such Purchase Order revisions accepted by Seller shall be incorporated in and will amend this Purchase Order.
5. DELIVERY.
Time is of the essence. Seller agrees to comply with FUTEK's delivery schedules as applicable without any delay.
6. INVOICES.
Seller agrees to issue invoices referencing, where applicable, the Purchase Order number, line number, release number, item number, description of items, sizes, quantities, unit prices and extended totals. If an Order contains more than one item or service, Seller's invoice will make the proper reference. Taxes, if any, which are to be collected by Seller, shall be stated separately and shall be remitted by Seller to the appropriate taxing authority. All invoices shall comply with the requirements of each relevant taxing authority and shall contain data and registration numbers that will enable FUTEK to obtain appropriate credit for any taxes charged. All invoices shall be mailed to FUTEK at its office as indicated on the face of this Order and will state FUTEK's Purchase Order number clearly on the invoice. Invoice and duplicates shall be rendered for each order or for each shipment or service if more than one is made on an order. No invoice shall be hand delivered by Seller to any employee of FUTEK. For deliveries, Seller shall use the lowest published freight rates and any excess transportation charges incurred, including any that deviate from the published tariff rates, are the responsibility of the Seller.
7. PAYMENT.
As full consideration for Seller's satisfactory provision of the goods or performance of the services, as evidenced by FUTEK’s acceptance or approval of the product or service, FUTEK will pay Seller's invoice no later than the agreed upon payment terms following FUTEK's receipt of said invoice, or as per contract payment terms. FUTEK’s payment of any such invoice shall constitute full and complete satisfaction of any and all actual and potential fees for the billing period covered by the invoice. Partial payments will not be made, unless FUTEK agrees otherwise in writing. All payment terms will be calculated based upon date of receipt of invoice and payment terms will be considered satisfied based upon date of postmark of payment. FUTEK will not process invoices for goods shipped in advance of the scheduled delivery date. FUTEK may change scheduled delivery dates at any time by written notice to Seller and will reimburse Seller for reasonable, documented, unavoidable incremental costs incurred by Seller due to such delivery date change.
8. RETURNS.
If any goods are defective or not in conformity with the this Order, FUTEK may return the goods at any time for credit or replacement of the products, at FUTEK’s option, and the Seller will promptly reimburse FUTEK for the costs of return and or cover and will be responsible for costs or damages attributable to any corrective action. FUTEK’s entire liability and Seller’s exclusive remedy for any change of a Purchase Order shall be limited to FUTEK being obligated to reimburse Seller for Seller’s expenses incurred due to such a change.
9. HAZARDOUS MATERIALS.
Seller will properly classify, describe, package, mark, label and provide any necessary Safety Data Sheets (SDS) for the goods and will pack and ship them in compliance with all applicable hazardous materials laws, regulations, and orders. By acceptance of this Purchase Order, Seller certifies that any chemical substance furnished pursuant to this Order has been properly labeled, and that proper information on the substance, e.g., material safety data sheets, has been provided to FUTEK, pursuant to all federal, state or local laws and regulations.
10. INDEMNIFICATION.
Seller warrants, represents, and promises that neither the services provided, goods nor any component of the goods infringe, directly or indirectly, any patent, copyright, property right, or trademark, and that provision of the goods will not lead to the improper disclosure of any trade secrets. Seller agrees, at its cost and expense, to indemnify, defend, and hold FUTEK free and harmless from and against any and all costs, expenses, liabilities, and damages, including attorneys' fees, arising out of or in any way relating to any alleged or actual patent, copyright, property right, trademark infringement or trade secret disclosure. If the goods or any part thereof are held to constitute an infringement, and the use of the product or any part thereof is enjoined, Seller shall, at its own expense, either procure for FUTEK the right to continue using the goods, replace the infringing goods with non-infringing goods acceptable to FUTEK, modify the goods so they become non-infringing, or in the event the foregoing options are not possible, compensate FUTEK for all of FUTEK's expenses resulting from the infringement.
11. LEGAL.
Seller agrees to comply promptly and fully with every federal, state, and local law, rule, or regulation which directly or indirectly regulates or affects the goods or services that are the subject of this Purchase Order, including, without limitation, those relating directly or indirectly to the containers, packages, labels, handling, shipping, storing, performance, labor, insurance, licenses, permits, fees, and documents, if any, pertinent thereto, and to indemnify and hold harmless FUTEK from and against liability, loss, and expense, including reasonable attorneys’ fees, resulting from Seller’s failure to do so. Seller warrants that there has been no violation or infringement of any copyright, trade name, trademark, patent or related property right, or disclosure of any trade secret, as a result of manufacturing, producing, providing or selling the goods. Seller further agrees to defend, indemnify and hold harmless FUTEK, its officers, agents and employees, from all claims, expenses and liabilities arising from any actual or alleged violation or infringement.
12. FINAL.
Prior to pursuing any legal remedy against FUTEK under this Purchase Order, Seller will notify FUTEK in writing of the dispute and will promptly pursue negotiations in good faith through dialogue between the businessperson designated in the Order as responsible for administering the same. In the event that such negotiations fail, Seller will use its best efforts to resolve the dispute with FUTEK trough Alternative Dispute Resolution, as defined by the American Arbitration Association prior to resorting to litigation. These Terms and Conditions will be binding on FUTEK and Seller and their respective successors and any duly authorized assigns. Seller warrants to FUTEK that Seller is under no contractual or other legal obligations, constrains or disabilities that would prevent Seller from performing Seller’s obligations hereunder or limit Seller’ performance hereunder. This Purchase Order and Terms and Conditions shall be construed in accordance with, and governed by the internal laws of the state of California, without giving effect to any conflict of laws or principles that require the application of law of a different jurisdiction. Any dispute not resolved through negotiations shall be brought in Orange County, California.
SECTION 2 – Additional Terms and Conditions applicable ONLY to vendors providing standard off-the-shelf catalog items not designed or modified to FUTEK specifications
2. INSPECTION.
FUTEK, without limitation to its other rights under this Purchase Order, may reject any goods that contain defective materials or workmanship, do not meet FUTEK's specifications, or otherwise do not conform to this Purchase Order. Defective goods that do not meet FUTEK’s specifications will be held for Seller’s instructions, at Seller's expense, and at Seller’s risk of loss. If goods are delivered that do not conform to FUTEK's requirements, FUTEK may revoke acceptance, reject the goods, or require Seller to correct the goods, at Seller's expense (including shipping costs) and risk of loss.
4. CHANGES.
FUTEK reserves the right to make changes to the quantity, time and place of delivery of the goods and method of transportation. If such change is to be made, it will be evidenced in writing by FUTEK in the form of a Purchase Order revision. If any such change has an effect on the price, or delivery date of the Order, Seller will provide a detailed accounting of the effect on cost and schedule to FUTEK.
5. DELIVERY.
Shipment quantities must equal the exact amounts identified in the Order and no partial shipments, changes, substitutions, or changes in specifications may be made without FUTEK's prior written consent. Seller shall immediately report to FUTEK any anticipated or actual delays in meeting the scheduled delivery date. FUTEK may return over-shipments to Seller at Seller's expense for all packing, handling, sorting and transportation. FUTEK may from time to time, and with reasonable notice, adjust schedules specified in the Order or such shipment releases. No charges for extras or for cartage or boxing or storage will be allowed unless agreed upon in writing by FUTEK. All goods must be shipped in accordance with FUTEK's shipping instructions; otherwise the difference in freight rate will be charged to Seller. A packing list must be enclosed in all shipments showing the Order number and exact quantity and description of the goods shipped. Unless otherwise stated, Seller will bear all risks and costs of delivering the goods, including shipping and insurance charges, duties, taxes, and other charges. An itemized delivery ticket, bearing FUTEK's Purchase Order number as shown hereon, must be left with the goods to insure it is their receipt. If delivery is made by carrier, an itemized delivery ticket must be attached to the package or other shipping unit.
SECTION 3 – Additional Terms and Conditions applicable ONLY to suppliers of custom designed parts to a FUTEK specification
2. INSPECTION.
FUTEK, without limitation to its other rights under this Purchase Order, may reject any unsatisfactory goods that contain defective materials or workmanship that do not meet FUTEK's specifications, or otherwise do not conform to this Purchase Order. Defective goods or goods that do not meet FUTEK’s specifications will be held for Seller’s instructions, at Seller's expense, and at Seller’s risk of loss. If goods are delivered that do not conform to FUTEK's requirements, FUTEK may revoke acceptance, reject the goods, or require Seller to correct the goods, at Seller's expense (including shipping costs) and risk of loss.
4. CHANGES.
FUTEK reserves the right to make changes in drawings, designs, specifications, scope of work to be performed, time and place of delivery of the goods and method of transportation. If such change is to be made, it will be evidenced in writing by FUTEK in the form of a Purchase Order revision and revised drawing or specification, as applicable. If any such change has an effect on the price, or delivery date of the Order, component inventory, work in progress or finished goods, Seller will provide a detailed accounting of the effect on cost and schedule to FUTEK.
5. DELIVERY.
Shipments must equal the exact amounts identified in the Order and no partial shipments, changes, substitutions, or changes in specifications may be made without FUTEK's prior written consent. Seller shall immediately report to FUTEK any anticipated or actual delays in meeting the scheduled delivery date. If dates are not specified in this Order, Seller shall procure materials, fabricate, assemble and ship goods or provide services only as authorized by shipment releases FUTEK issues to Seller. FUTEK may return over-shipments to Seller at Seller's expense for all packing, handling, sorting and transportation. FUTEK may from time to time, and with reasonable notice, adjust schedules specified in the Order or such shipment releases. No charges for extras or for cartage or boxing or storage will be allowed unless agreed upon in writing by FUTEK. All goods must be shipped in accordance with FUTEK's shipping instructions; otherwise the difference in freight rate will be charged to Seller. A packing list must be enclosed in all shipments showing the Order number and exact quantity and description of the goods shipped. Unless otherwise stated, Seller will bear all risks and costs of delivering the goods, including shipping and insurance charges, duties, taxes, and other charges. An itemized delivery ticket, bearing FUTEK's Purchase Order number as shown hereon, must be left with the goods to insure their receipt. If delivery is made by carrier, an itemized delivery ticket must be attached to the package or other shipping unit.
SECTION 4 – Additional Terms and Conditions applicable ONLY to service providers
2. INSPECTION.
FUTEK, without limitation to its other rights under this Purchase Order, may reject any unsatisfactory services that contain defective materials or workmanship that do not meet FUTEK's specifications, or otherwise do not conform to this Purchase Order. Unsatisfactory services will be corrected by the Seller, at Seller’s expense, before acceptance of the work. Defective goods or materials delivered incidental to the services being provided that do not meet FUTEK’s specifications will be held for Seller’s instructions, at Seller's expense, and at Seller’s risk of loss. If goods are delivered that do not conform to FUTEK's requirements, FUTEK may revoke acceptance, reject the goods, or require Seller to correct the goods, at Seller's expense (including shipping costs) and risk of loss.
4. CHANGES.
FUTEK reserves the right to make changes to the scope of work to be performed, time and place of delivery of any incidental parts or materials and method of transportation. If such change is to be made, it will be evidenced in writing by FUTEK in the form of a Purchase Order revision. If any such change has an effect on the price, or delivery date of the Order, component inventory, work in progress or finished goods, Seller will provide a detailed accounting of the effect on cost and schedule to FUTEK.
5. DELIVERY.
Services must be provided exactly as identified in the Order and no partial complements, changes, substitutions, or changes in specifications may be made without FUTEK's prior written consent. Seller shall immediately report to FUTEK any anticipated or actual delays in meeting the scheduled service date. FUTEK may from time to time, and with reasonable notice, adjust schedules specified in the Order. A packing list must be enclosed in any shipments showing the Order number and exact quantity and description of any goods or materials shipped as part of the service. Unless otherwise stated, Seller will bear all risks and costs of delivering the goods, including shipping and insurance charges, duties, taxes, and other charges. An itemized delivery ticket, bearing FUTEK's Purchase Order number as shown hereon, must be left with any goods to insure their receipt. If delivery is made by carrier, an itemized delivery ticket must be attached to the package or other shipping unit.
EQUAL EMPLOYMENT OPPORTUNITY
This contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals on the basis of protected veteran status or disability, and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and individuals with disabilities.
This page was last updated on 03/07/2016
Subscribe to our e-newsletter!
10 Thomas, Irvine, CA 92618 USA
Tel: (949) 465-0900
Fax: (949) 465-0905


©1998-2016 FUTEK Advanced Sensor Technology, Inc. All rights reserved.

All other trademarks, service marks and logos used in this website are the property of their respective owners.