GENERAL TERMS AND CONDITIONS OF PURCHASE
VERSION DATE: 7-9-2025
1) Definitions. For the purposes of these General Terms and Conditions of Purchase (these "Terms"):
a) The word “Buyer” whenever used herein shall mean Kasco, LLC.
b) The party with which an order is placed is referred to herein as “Seller.”
c) Buyer and Seller may also be referred to herein as the "Parties", and each, a "Party."
d) The products, machinery, equipment, supplies and/or labor or services covered by any purchase order issued by the Buyer to the Seller pursuant to these Terms are referred to herein as “Goods.”
e) The terms “Purchase Order,” "herein" and “hereto” refer to and include the purchase order issued by Buyer and accepted in writing by Seller into which these Terms are incorporated by reference, together with any other documents expressly made a part of such purchase order pursuant to these Terms.
2) Acceptance: Entire Agreement. Neither Party shall be bound by this Purchase Order until Seller accepts such Purchase Order (including unconditional acceptance of these Terms and any and all additional details related to the contemplated sale and purchase of the Goods as set forth on such Purchase Order including, without limitation, the quantity, prices, delivery terms, delivery date and other similar details). Seller may accept this Purchase Order by: (a) responding to Buyer in writing of its acceptance of the same; (b) executing and returning to Buyer a copy of this Purchase Order; (c) beginning performance under such Purchase Order consistent with these Terms; or (d) any other method that reasonable manifests Seller's acceptance. No terms and conditions at variance with, or additional to, those contained herein shall be applicable hereto or to this Purchase Order unless specifically agreed to in writing by an authorized representative of Buyer and by accepting this Purchase Order from Buyer, Seller hereby acknowledges and agrees that Buyer's offer to purchase the Goods are expressly conditioned on Seller's acceptance of the Purchase Order and these Terms as the sole and exclusive terms governing such sale and purchase of the Goods and that Buyer would not agree to enter into such contemplated transaction in the absence of Seller's acceptance of these Terms. Any agreements, negotiations or understandings of the parties prior to the date of this Purchase Order, whether written or oral, are merged herein and superseded hereby. No modification of the provisions hereof shall result from Buyer’s acceptance of the Goods or receipt from Seller or an invoice or acceptance or other form containing terms and conditions in additional to, or inconsistent with, the provisions hereof. Notwithstanding the foregoing, Buyer reserves the right to amend and modify these Terms from time-to-time, such amendments to become effective as of the date that Buyer publishes such amended terms to its website or otherwise provides such amended terms to Seller, provided, however, that such amended terms shall only apply to subsequent purchase orders issued by Buyer and accepted by Seller and such amended terms shall not alter or affect in any way the rights and responsibilities of the Parties with respect to Purchase Orders already accepted and in effect between the Parties as of the time such amended terms become effective.
3) Changes to Order and Overage. Buyer shall have the right to make changes in this Purchase Order upon written notice to Seller. Should any change affect any prices (or delivery terms) contained in this Purchase Order, the Seller shall notify Buyer of any price changes (or changes in delivery terms) and receive Buyer’s written agreement thereto before proceeding. No modification, alteration, or amendment of this Purchase Order shall be effective unless in a written change order signed by Buyer and acknowledged by Seller. No charges for any changes not so authorized will be paid. Any over shipments (any amount exceeding ten percent of the amount or quantity on a Purchase Order) shall be at Seller’s risk, and Buyer may delay payment therefor without loss of discount. All costs in returning over shipped items, if so desired by the Buyer, will be at Seller’s expense.
4) Assignment. Seller shall not assign its rights or delegate or subcontract its performance under this Purchase Order in whole or in part without the prior written consent of Buyer. Any attempted assignment or delegation without Buyer’s prior written consent shall be void and shall constitute a material breach of this Purchase Order by Seller.
5) Nonconforming Goods. All Goods furnished under this Purchase Order are subject to final inspection and approval at destination by Buyer. Any Goods not in compliance with any specifications or other requirements of this Purchase Order are subject to rejection by Buyer at any time, and any or all of such Goods may be returned by Buyer at Seller’s sole expense and risk of loss. If Buyer rejects any portion of the Goods, Buyer has the right, at its sole option and effective upon written notice to Seller, to: (a) terminate the Purchase Order in its entirety, without liability to Seller, and Seller shall refund to Buyer any payments previously made in connection with this Purchase Order in addition to any other remedies available to Buyer under these Terms; (b) accept the Goods at a reasonably reduced price; or (c) require replacement of the rejected Goods. Any payments for Goods made prior to inspection shall not constitute an acceptance of said Goods or impair the remedies of Buyer hereunder and as provided by law.
6) Delivery and Default. Buyer may, at its election, by delivery to Seller of written notice of termination, cancel this Purchase Order or any part hereof (a) if Seller fails to deliver the Goods in accordance with any delivery or performance dates specified in this Purchase Order accepted by Seller, of (b) if Seller fails to comply with any other provision of this Purchase Order and does not cure such failure within a period of ten (10) days or such longer period as Buyer may authorize in writing, or (c) upon the occurrence of any of the following: the voluntary or involuntary liquidation or dissolution of Seller , the sale or other disposition of all or substantially all of the assets of Seller, or the marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of Seller, or other similar proceeding affecting Seller or any of its assets, or any action taken by any trustee or receiver or by any court in any such proceeding, or the disaffirmance, rejection or postponement in any such proceeding of any of the Seller’s obligations pursuant to this order. In the event of any cancellation by Seller for any reason or cancellation by Buyer due to Seller's default as described in this Section, Buyer may purchase replacement Goods and Seller shall be liable to Buyer for all loss or damage suffered or incurred by Buyer arising or resulting from such cancellation including without limitation, any additional cost or expense incurred in purchasing replacement Goods elsewhere. However, Seller shall not be so liable for failure to deliver the Goods in accordance with delivery or performance dates when such failure is due to causes beyond the control an without the fault or negligence of Seller, and Seller has notified Buyer within forty-eight (48) hours of the commencement of the occurrence that caused such failure. Time is of the essence of this Purchase Order.
7) Title and Risk of Loss. All Goods shall be shipped DDP Buyer’s plant(s), St. Louis, MO (or such other destination as Buyer has expressly stated herein) (Incoterms 2020) unless specified to the contrary in the Purchase Order, and title and risk of loss to and with respect to the Goods shall remain with the Seller until the Goods are delivered to Buyer at Buyer’s designated location. All goods must be suitably packed, marked and shipped in accordance with the requirements of applicable common carriers. No charge shall be made by Seller for packing, boxing, drayage or storage unless otherwise stated herein.
8) Payment. Unless otherwise expressly stated herein, invoices dated prior to delivery of Goods will not be accepted. Buyer may withhold any payment due hereunder to such extent as may be necessary to protect Buyer from loss because of a reasonable doubt (a) that the Goods will met the requirements of this Purchase Order, of (b)that the Goods will be delivered on the date or dates specified in this Purchase Order. Upon the submission of proper invoices, Buyer shall be paid the prices stipulated in the accepted Purchase Order for Goods delivered and accepted, or services rendered and accepted, less deductions, if any upon the payment terms specified in the accepted Purchase Order. Unless otherwise specified, payments will be made on partial deliveries accepted by Buyer if Buyer, in its sole discretion, determines that the amount due is sufficient to warrant such partial payments. In connection with any discount offered, time will be computed from date of delivery at destination or from the date a correct invoice is received, if the latter date is later than the date of delivery.
9) Warranty.
a) In addition to any other warranties, Seller warrants that the Goods shall:
i) be new unless otherwise specified;
ii) will conform to any specifications, quantities, samples or other descriptions furnished or specified regarding the Goods;
iii) not and do not infringe or misappropriate any third party's patent or other intellectual property rights; and
iv) will be merchantable and will be free from any defects in design, workmanship and materials for a period of one year from date of initial use.
b) Seller further warrants, with respect to any Goods which include or constitute services or labor to be performed for or on Buyer's behalf, that:
i) Seller shall perform the services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with best industry standards for similar services and shall devote adequate resources to meet its obligations under these Terms;
ii) Seller is in compliance with, and shall perform the services in compliance with, all applicable laws;
iii) Seller shall deliver good and valid title to all deliverables, free and clear of all encumbrances and liens of any kind;
iv) none of the Goods, services, deliverables and Buyer's use thereof infringe or will infringe any intellectual property right of any third party; and
v) the services and deliverables will be in conformity in all respects with all requirements or specifications stated in this Purchase Order, the Terms and other samples or other descriptions furnished or specified regarding the Goods.
c) Any replacement or repair of materials or correction to workmanship shall be additionally warranted for a period of one year from the date the defect is remedied.
d) Any replacement parts or other materials provided pursuant to this warranty shall be shipped DDP Buyer’s plant(s), Fremont, Ohio and/or Blissfield, Michigan (or other destination specified by Buyer) (Incoterms 2020).
e) Seller acknowledges that, notwithstanding any drawings, specifications or other descriptions of the Goods set forth or referred to in this Purchase Order, Buyer is relying on Seller’s skill and judgment to furnish suitable Goods for the purposes described herein, and Seller warrants that the Goods will be fit and suitable for such purposes.
f) Seller also expressly warrants title to all of the Goods is free and clear of any and all encumbrances of whatsoever nature and kind.
g) All warranties shall survive any inspection, delivery, acceptance or payment.
h) Seller further acknowledges and agrees that any and all warranties applicable to the Goods, whether express or implied and whether set forth in this Section or otherwise, shall be fully transferrable to, and exercisable by, any customer or other end-user to whom Buyer sells or otherwise transfers such Goods.
10) Compliance with Laws:
a) By accepting this Purchase Order, Seller acknowledges and warrants that all Goods furnished hereunder shall comply with all laws and regulations applicable in the State of Ohio, and the United States of America. Seller acknowledges and warrants that their company, subcontractors, representatives, designees, et al. are in compliance with all U.S. Department of Labor applicable laws and regulations.
b) Seller acknowledges that all or some portion of the Goods may constitute “chemical substances” or “mixtures,” “hazardous substances” and/or “hazardous wastes” under the U.S. Toxic Substances Control Act (TSCA),” the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), the Resource Conservation & Recovery Act (“RCRA”), the Hazardous Materials Transportation Act (“HMTA”), or other similar federal, state, or local laws and regulations. By accepting this order Seller agrees and warrants that all goods including services furnished hereunder do and will comply with all applicable laws and regulations including, without limitation, TSCA, CERCLA, RCRA, and HMTA. (C) Seller shall indemnify Buyer and hold Buyer harmless from and against all fines, response and remedial costs, and other damages or injuries assessed against, or costs incurred by Buyer resulting from noncompliance by Seller with applicable laws and regulations.
11) Cancellation by Buyer:
a) Cancellation due to causes beyond Buyer’s control. Buyer may cancel this order in whole or in part or defer acceptance of any Goods purchased hereunder in the event of a shutdown of its plant or a substantial reduction in the operation of said plant due to strikes, floods, riots, accidents, acts or failures to act of any governmental entity or of Seller, major equipment breakdowns, or any other causes whatsoever, whether similar or dissimilar to those set forth above, provided that any such cause was beyond the reasonable control of Buyer.
b) Cancellation for convenience of Buyer. Buyer also reserves the right to cancel this order in whole or in part at any time, for its convenience, by written notice to Seller, immediately upon receipt of notice of such cancellation. Seller shall stop all performance hereunder except as otherwise directed by Buyer. If the Seller is not in default of any of its obligations hereunder at the time of such termination, Buyer shall pay to Seller as its sole and exclusive remedy, an amount equal to those reasonable and documented costs incurred by Seller prior to termination. Provided, however, that the above amount plus any prior payments shall in no event exceed the purchase price of the Goods. All Goods completed or partially completed prior to termination shall be delivered to Buyer and shall become the property of Buyer, or at Buyer’s option, the salvage value of the Goods previously delivered to Buyer may be deducted from the amount due Seller by reason of the termination.
12) Nonwaiver of Remedies. The remedies of Buyer provided for herein shall be cumulative and shall be in addition to any other or further remedies provided in law or equity. No delay in the exercise of, or failure to exercise any right, remedy or power of Buyer shall be construed to be a waiver thereof, and such right, remedy or power may be exercised from time to time as often as may be deemed expedient by Buyer.
13) Indemnity. Seller shall indemnify and hold harmless Buyer and its agents, officers, directors, employees and assigns from and against any and all liabilities, claims, losses, damages, penalties, costs or expenses, (including, but not limited to court costs and reasonable attorneys’ fees) for damage to property of Buyer or others of whatsoever kind or nature or injury to persons (including, without limitation, death) arising from the delivery, use or operation of the Goods and due to the negligent or willful and wanton acts or omissions of Seller, its agents, independent contractors, subcontractors, officers or employees and whether or not caused or contributed to, in whole or in part, by the negligent acts or omissions of Buyer or any of its agents, officers, directors, employees and assigns or any other person or entity.
14) Insurance. During the term of the Purchase Order, Seller shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including but not limited to product liability) with limits no less than $1 million USD for each occurrence and $2 million USD in the aggregate and any other insurance coverages reasonably necessary in connection with Seller's operation or as required by applicable, all such insurance coverages to be obtained from financially sound and reputable insurers. Upon Buyer's request, Seller shall provide Buyer with a certificate of insurance from Seller's insurer evidencing the insurance coverage specified in this Section. The certificate of insurance shall name Buyer as an additional insured. Seller shall provide Buyer with thirty (30) days' advance written notice in the event of a cancellation or material change in Seller's insurance policy. Except where prohibited by law, Seller shall require its insurer to waive all rights of subrogation against Buyer's insurers, Buyer, and any other indemnitees.
15) Inspection and Acceptance. If this Purchase Order involves manufacture of the Goods, Seller shall provide all shop inspection required and corresponding quality inspection reports to insure compliance with this order, and Buyer shall have the right at all reasonable times to inspect and test all work in process. Neither the presence nor the absence of an inspector or other personnel of Buyer in Seller’s facility shall relieve Seller of any requirements of this Purchase Order. Seller may request from Buyer, at the Seller’s discretion, to submit monthly (or more frequently if delivery requirements make it necessary) status reports and engineering production status reports if Buyer so specifies herein. Notwithstanding any prior inspection, the passage of title or any payments hereunder, all Goods furnished hereunder are subject to final inspection and acceptance by Buyer upon delivery.
16) Confidential Information. All non-public, confidential, or proprietary information of the Buyer, including, but not limited to, trade secrets, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Buyer to Seller, whether disclosed orally or disclosed or accessed in written, electronic, or other form or medium, and whether or not marked, designated, or otherwise identified as "confidential," in connection with the Purchase Order is confidential, may only be used for the purpose of performing the Purchase Order and may not be disclosed unless authorized by Buyer in writing. Upon Buyer's request, Seller shall promptly return all documents and other materials received from Buyer. Buyer shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Seller at the time of disclosure; or (c) rightfully obtained by the Seller on a non-confidential basis from a third party.
17) Controlling Law and Severability. The terms and conditions of this Purchase Order shall be construed and interpreted under, and all respect rights and duties of the parties shall be governed by, the laws of the State of Ohio. If any provision or requirement of this Purchase Order is declared or found to be unenforceable, the balance of this Purchase Order shall be interpreted and enforced as if the unenforceable provision or requirement had never been a part hereof.
1569 Tower Grove Ave – St. Louis MO 63110 – Ph. 314-771-1550 – Toll Free 800-325-3251