By accepting this PO the supplier agrees to all terms and conditions listed here:

1. The Purchase Order and these terms and conditions constitute an offer by Buffalo Manufacturing which is accepted by Seller solely in accordance with the terms set forth herein together with the addenda, supplemental sheets, schedules, exhibits, specifications, drawings, data, or riders annexed to the Purchase Order or set forth on the face of the Purchase Order upon the earlier or the Seller’s (a) written acknowledgment (b) commencement of effort, or delivery in whole or in part of items or services required herein, or (c) failure to take written expectation within five working days of receipt of the Purchase Order By acceptance of the Purchase Order, Seller agrees that these terms and conditions shall supersede any additional, different or conflicting terms of Seller’s quotation, proposal or other offers to sell. Buffalo Manufacturing hereby objects to any additional, different or conflicting terms contained in any order acknowledgment, and the same shall not form any part hereof unless Buffalo Manufacturing expressly and specifically acknowledges and accepts such terms by written agreement. In the event of inconsistency between the clauses of the Purchase Order, the inconsistency shall be resolved by giving precedence in the following order: (a) provisions on the face of the Purchase Order, (b) Terms and Conditions, (c)other provisions of the Purchase Order attached or referenced, and (d) specifications.
2. Seller shall ensure that individual articles and materials and lots thereof are identified and segregated from all other articles, materials, and lots at all times. Records for articles shall indicate the part number, revision level, lot number, and if applicable the serial number and associated detailed information. Records for materials shall indicate the type, applicable serial numbers, lot numbers, heat numbers, batch, date code, cure date, etc. All applicable certificates to be sent with each shipment.
3. The manufacture and repair of all items provided pursuant to the Purchase Order by Seller or Seller’s subcontractors shall be subject to inspection and test at all reasonable time and places, including during the period of manufacture, by the seller, Buffalo Manufacturing, regulatory agencies, and Buffalo Manufacturing’s Customers. All items are also subject to final inspection and acceptance at Buffalo Manufacturing notwithstanding any prior inspections. The seller shall be responsible to correct, at its expense, all defects and failures to conform to the warranties set forth herein, whether or not they can be discovered by Buffalo Manufacturing through reasonable inspection methods or time or use. Any item rejected upon inspection shall be promptly repaired or replaced by the seller or returned for credit at Buffalo Manufacturing’s sole discretion. Items rejected by Buffalo Manufacturing on incoming inspection shall not be deemed delivered by the seller until a conforming replacement is received by Buffalo Manufacturing.
4. Seller acknowledges Buffalo Manufacturing’s right of access to its facilities, product, and/or related quality records at any time, by Buffalo Manufacturing, its customer, or regulatory authorities in order to verify the quality of products or work. The right of access may be limited to only those records and products applicable to Buffalo Manufacturing’s products or contracts.
5. Seller warrants that all goods shipped and work performance hereunder will conform with any plans and with applicable drawings, specifications, samples, and or/other descriptions given to Buffalo Manufacturing by Seller, and will be free from defects in materials, workmanship, and design. Without limitation of any rights which Buffalo Manufacturing may have at law by reason of any breach of warranty, goods that are not as warranted may be returned at the seller’s expense for either credit or replacement, as Buffalo Manufacturing may direct. The warranty shall survive inspection and payment. The seller shall indemnify Buffalo Manufacturing and hold Buffalo Manufacturing harmless from and against any and all liability, loss, damages, costs, claims, and expenses including without limitation, reasonable attorney’s fees and expenses that may be made against Buffalo Manufacturing or that Buffalo Manufacturing may incur, either directly or indirectly, by reason of or arising from the goods or services furnished hereunder).
6. Information and ideas disclosed to the seller in connection with this order at any time in any form (including without limitation, orally, or in drawings, specification, software, tools, gauges, or goods provided hereunder) are entrusted to the seller only for use on behalf of Buffalo Manufacturing. Seller shall keep this information in confidence and shall neither use (other than in performance under this order) nor disclose such information except as authorized in writing by Buffalo Manufacturing. On completion of this or all subsequent related orders (as appropriate), the seller shall deliver to Buffalo Manufacturing all material (including without limitation, documents, software, tools, and goods which may be defective, partially completed or completed) embodying this information, unless otherwise instructed by Buyer.
7. Calibration of measuring and test equipment used for product acceptance shall be traceable to established international or national measurement standards (e.g., BSI, NIST, UKAS, etc.). Procedures for periodic calibration, certification, maintenance of tools and equipment, and an action plan, should measuring and/or test equipment be found to be out of calibration, shall be established and followed. The action plan shall contain, as a minimum, item identification (model, manufacturer, and serial number), found condition (including span/range and accuracy), date condition found, date of the previous calibration, notification details, and any other pertinent measurement details.
8. All shipments of materials, articles, and/or goods ordered shall be shipped to Buffalo Manufacturing’s plant, Buffalo, NY unless otherwise specified in the order. The seller shall bear the risk of any loss, deterioration, or damage until the goods are delivered and accepted as provided herein.
9. Seller shall provide adequate protective packaging to prevent damage, contamination, and deterioration of products, comply with written instructions and commercial practices. Seller shall enclose a packing slip with each shipment and reference Buffalo Manufacturing’s Purchase Order number.
10. The seller shall not assign the order, this agreement, or any monies due hereunder, to an external party without the prior written consent of Buffalo manufacturing. Any assignment or attempted assignment made without such consent of Buffalo Manufacturing shall be void as to Buffalo Manufacturing. No assignment, delegation, or subcontracting by Seller, with or without Buffalo Manufacturing’s consent, shall reliever seller of any of its obligations under the Purchase Order, or prejudice any of Buffalo Manufacturing’s rights against the seller, whether arising before or after the date of the assignment including, but not limited to, set of or recoupment.
11. All purchasing requirements shall be flowed down to sub-tier suppliers or subcontractors.
12. The supplier must notify Buffalo Manufacturing immediately of unexpected anomalies, non-conformances, changes in product and/or process, changes of suppliers, and/or changes of manufacturing facility location. Buffalo Manufacturing reserves the right to approve such changes or incidents before work is allowed to proceed.
13. “Counterfeit Work” or work/goods that is or contains items misrepresented as having been designed and/or produced under an approved system or other acceptable methods. This term also includes goods that have reached a design life limit or have been damaged beyond possible repair but is altered and misrepresented. The seller agrees and shall ensure that (a)Counterfeit work is not delivered to Buffalo Manufacturing (b) the seller shall only purchase products to be delivered or incorporated as work to Buffalo Manufacturing directly from the OEM, or through an OEM authorized distributor chain (c)the seller shall immediately notify Buffalo Manufacturing with pertinent facts if the seller becomes aware or suspects that it has furnished Counterfeit work (d) If requested by Buffalo Manufacturing requests, the seller shall provide OEM/OCM documentation that authenticates traceability of the affected items to the applicable OEM/OCM.
    In the event that goods delivered under this purchase order constitute or include counterfeit work, the seller shall, at its expense, promptly replace such counterfeit work with genuine goods conforming to the requirements of the purchase order. Notwithstanding any other provision, the seller shall be liable for all costs relating to the removal and replacement of counterfeit goods, including without limitation Buffalo Manufacturings costs of removing counterfeit goods, of reinserting replacement goods, and of any testing necessitated by the reinstallation of goods after counterfeit goods have been exchanged. The remedies contained in this paragraph are in addition to any remedies Buffalo manufacturing may have at law, equity, or under other provisions of this contract.
    Seller shall include this clause or equivalent provisions in lower-tier subcontractors for the delivery of items that will be included in or furnished as goods to Buffalo Manufacturing.
14. The seller acknowledges it shall apply suitable corrective action when presented with Buffalo Manufacturing complaints or non-conformance reports.
15. The seller shall provide and maintain a quality system to the extent necessary and appropriate for the product being provided. The Suppliers Quality system shall also provide compliance to any specific product/process quality requirements identified in their Purchase Order or contract.
16. Records pertaining to the manufacture, inspection, and test of Buffalo Manufacturing’s products shall be retained for a minimum of fifteen (15) years. After fifteen (15) years, the supplier shall either agree to continue holding the records or shall offer Buffalo Manufacturing, at no charge, the option to transfer them for archiving or provide electronic copies to the buyer. No record shall be destroyed without Buffalo Manufacturing’s written approval.
17. The seller warrants that it will comply with all foreign, federal, state, and local laws, including but not limited to any statute, rule, regulation, judgment, decree, order, license, or permit applicable to its performance under any Purchase Order at its sole cost and expense, including, without limitation all applicable export control regulations.
18. No terms and conditions other than those stated in the agreement, and no agreement or understanding, oral or written, in any way purporting to modify these terms and conditions, whether contained in the Agreement or elsewhere, shall be binding upon Buffalo Manufacturing unless made in writing and signed by its authorized representative.
19. Buffalo Manufacturing is committed to conducting its business fairly, impartially, and in an ethical and proper manner. Buffalo Manufacturing’s expectation is that the Seller will also conduct its business fairly, impartially, and in an ethical and proper manner. Buffalo Manufacturing’s further expectation is that Seller will have (or will develop) and adhere to a code of ethical standards. If the seller has cause to believe that Buffalo Manufacturing or any employee or agent of Buffalo Manufacturing has behaved improperly or unethically under this contract, the seller shall report such behavior to appropriate points of Buffalo Manufacturing. The seller’s employees are required to conduct company business with integrity and maintain a high standard of conduct in all business-related activities. Seller shall not participate in any personal business or investment activity that may be defined as a conflict of interest, whether real or perceived.

The Seller Compliance: In performing its obligations under this order, the seller will not use child labor as defined by local law, will not use forced or compulsory labor, will not physically abuse labor, and will respect employees’ rights to choose whether to be represented by third parties to bargain collectively in accordance with local law. In addition, in all wage benefits, working hours and overtime, and health, safety, and environmental matters, the seller will comply with all applicable laws and regulations. Seller further agrees that, if requested by Buffalo Manufacturing, it shall demonstrate to Buffalo Manufacturing, compliance with all requirements in this paragraph. Buffalo Manufacturing shall have the right to inspect any site or seller involved in work, and failure to comply with the obligations in this paragraph shall be cause for immediate termination without penalty or further liability to Buffalo Manufacturing.