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Terms and Conditions

BLUE CHIP ENGINEERED PRODUCTS, INC.
INVOICE TERMS AND CONDITIONS
revised May 25, 2022

  1. Applicable Terms. This order may be accepted by Seller only in accordance with the terms hereof. Any acceptance herein of an offer of Seller, or any confirmation herein of a prior agreement between Blue Chip Engineered Products, Inc. (“Buyer”) and Seller is expressly made conditional on Seller’s assent to the additional or different terms contained herein. Any additional or different terms proposed by Seller are expressly rejected unless assented to by Buyer in writing.
  2. Acknowledgement and Shipment. Seller shall acknowledge this order immediately, advising Buyer of when shipment will be made and confirming method of shipment. Dispatch of Seller’s acknowledgment form or any other written documentation will act as an acceptance if it agrees with this order with respect to the description, amount, price and time of delivery of the goods or services ordered. Unless otherwise specified, time is of the essence and immediate shipment is required. Seller shall give prompt notice of any delay. A shipment will be considered on time if delivery is made by the requested delivery date or up to two business days early. If an order does not meet Seller’s minimum billing requirements, Seller shall promptly notify Buyer, in which event Buyer, reserves the right to either cancel or increase order.
  3. Delivery/Title. Unless otherwise agreed, delivery shall be F.O.B. point of destination and title shall pass to Buyer upon acceptance at the final delivery point. Risk of damages or loss following shipment and prior to acceptance by Buyer shall be the responsibility of the Seller. No charges for boxing, packing, or crating will be allowed unless agreed to in writing, and signed by Buyer’s authorized agent. If Seller fails to deliver the goods in full on the required delivery date, Buyer may terminate this Order by providing Seller written notice and Seller shall indemnify Buyer against any losses, claims, costs and expenses directly attributable to Seller’s failure to deliver the goods as required.
  4. Inspection & Acceptance. Items purchased hereunder are subject to preliminary inspection and approval at Buyer’s destination. Buyer reserves the right to reject and refuse acceptance of items which are not in full accordance with Buyer’s instructions, specifications, drawings or designs, as the case may be. Final inspection and acceptance of the product shall be by the Buyer’s customer if the product is not destined for use by Buyer and shall not in any way reduce or limit Seller’s continuing responsibility existing under this document. Items not accepted will be returned at Seller’s expense. Payment for any item shall not be deemed an acceptance thereof. All substitutions must be agreed to, in writing, prior to shipment.
  5. Invoices. Invoices must contain the following information: Purchase Order number, Seller’s item number, Buyer’s material number, description of supplies or services, sizes, quantities, unit prices and extended totals. All invoices must be issued in the same unit of measure as shown on the purchase order. In connection with any discount offered for prompt payment, time for earning the discount will be computed from the date the correct invoice is received.
  6. Changes. Buyer may at any time, by written notice, make changes in: (a) drawings, designs or specifications (where the items to be furnished are to be specially manufactured for Buyer in accordance therewith); (b) method of shipment or packing; and (c) time or place of delivery. If any such changes cause an increase or decrease in the cost of, or time required for, performance of this order, Seller shall advise Buyer of such increase or decrease in writing. Buyer shall in turn advise Seller if it agrees that an adjustment will be made in the price or delivery schedule, or both. No variation in the quantity of any item will be accepted unless agreed to by the Buyer.  Seller shall notify Buyer immediately of any events which will delay the Seller’s performance of this order. If this order refers to any third party contract, plans and/or specifications, any delay in performance by Seller which shall subject Buyer to damages for delay to such third party shall be the obligation of Seller and Seller shall hold Buyer harmless in that behalf.
  7. Warranty: Seller warrants to Buyer that all goods sold by Seller to Buyer will: (a) be free from any defects in workmanship, material and design; (b) conform to applicable specifications, drawings, designs, samples and other requirements specified by Buyer; (c) be fit for their intended purpose and operate as intended; (d) be merchantable; (e) be free and clear of all liens, security interests or other encumbrances; and (f) not infringe or misappropriate any third party’s patent or other intellectual property rights. These warranties survive any delivery, inspection, acceptance or payment of or for the Goods by Buyer. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Buyer’s discovery of the noncompliance of the Goods with the foregoing warranties. In addition to any and all other remedies provided to Seller by law or equity, items found to be defective in workmanship or material after date of acceptance shall be repaired or replaced, at Buyer’s option, at no charge to Buyer. All freight charges involving the shipment of defective items shall be charged to the Seller.
  8. Indemnity: By accepting this order, Seller agrees to defend, protect and save harmless Buyer, its successors, assigns, employees, customers, distributors, dealers, agents and users of its products, against all liability suits at law or in equity, and from all damages, claims and demands, for actual or alleged infringement of any United States or foreign Patent, Trademark or Copyright relating to the goods ordered, for Seller’s breach of these terms, or for Seller’s negligence, including reasonable counsel fees and costs of litigation.
  9. Cancellation. Buyer, by written notice, may cancel this order, in whole or in part at any time with or without cause for undelivered goods. In addition to any other remedy available at law, Buyer may terminate this order as a result of Seller’s default, and the Seller shall be liable for all damages allowed in law or equity, including the excess cost of procuring similar items. If this order is cancelled by Buyer without cause, Seller shall be entitled to the purchase price for items that have been accepted by Buyer prior to the effective date of cancellation. Other than to this extent, Buyer shall not be liable to Seller for any damages on account of its failure to accept all of the items ordered.
  10. Confidentiality. All specifications, data and other information furnished by Buyer, or its agents, to Seller in connection with this order remain the exclusive intellectual property of Buyer and shall be treated by the Seller as proprietary and shall not be disclosed or used, outside the limitation of this order, without prior written approval of the Buyer.
  11. Infringements. If suit is brought against Buyer alleging that the items as such or any parts or equipment covered by this order or their use as such constitute an infringement of any patent, trademark, or other right of any third party, Seller shall defend Buyer and pay any awards against Buyer, including reasonable attorney’s fees, for such infringement provided Buyer gives Seller prompt written notice and permits Seller to defend.
  12. Compliance with Laws. Seller will comply with all federal, state, municipal and local laws, codes, regulations and ordinances effective where the work under this order is to be performed.
  13. Severability. The invalidity of any term set forth herein shall not invalidate or otherwise affect any other terms hereof.
  14. Governing Laws. All matters arising from or relating to this order or the goods subject to this order shall be governed by the law of the Commonwealth of Kentucky without giving effect to any choice or conflict of laws provision or rule, and any legal proceeding arising from or relating to this order or the goods subject to this order shall be instituted in the state or federal courts located in Boone County, Kentucky. Seller irrevocably and unconditionally consents to the jurisdiction and venue of such courts for such purpose.
  15. Quality: Blue Chip Engineered Products has a Zero Defects Policy, and does not accept any shipments containing nonconforming of defective material, parts, or services. Suppliers are required to monitor their shipments to ensure a quality level of zero parts defective. When required on the purchase order the supplier shall provide documentation which meets the AIAG PPAP manual as well as IMDS documentation from www.mdsystem.com
  16. Subcontractors. The supplier is fully responsible for the quality requirements of their Sub-Tier Suppliers, and must ensure that these requirements are adequately communicated to their Suppliers. When a Sub-Tier Suppliers product or process affects listed control characteristics, it is the responsibility of the Supplier to adequately define and monitor the control system for these characteristics in their control plan
  17. Rework/Repair Approval and Control. Suppliers who find it necessary to perform rework or repair material, parts or assemblies must have appropriate process documentation and quality inspection in place. Reworked or repaired parts must conform to the original contracted requirements.
  18. Deviation for Nonconforming Product/Materials. Authorization to ship such material must be approved in writing by BCEPI prior to making the shipment. Suppliers are required to monitor their own shipments to ensure an out-going quality level of zero parts defective.
  19. Shipments of Suspect or Nonconforming Products/Materials. In the event that suspect or nonconforming material has been shipped without BCEPI formal approval, the Supplier must notify BCEPI immediately. Sorting/rework is performed as necessary by the Supplier, their agent, or BCEPI. All sorting/rework expenses are the responsibility of the Supplier. BCEPI charges $22.00 per hour which will be debited back to the manufacturer if we are required to sort product due to suspect parts. The manufacturer may also reserve the right to ship suspect parts back to their facility for sorting at the manufacturers cost.
  20. Environmental Compliance. All suppliers must notify in BCEPI in writing if any products supplied do not comply with the following toxic substance standards, TSCA (USEPA), REACH, RoHS, California Prop 65, Conflict Minerals.