Terms & Conditions

Purchase Order Terms & Conditions

The following are the contractual requirements agreed between Meter Engineers, Inc. hereinafter METER ENGINEERS, and the Supplier upon acceptance and/or performance of the METER ENGINEERS Purchase Order (PO). Acceptance and/or performance includes shipment by Supplier, performance of services, commencement of work on goods, written acknowledgment, or any other conduct of Supplier which recognizes the existence of a contract pertaining to the subject matter hereof.

Communication between METER ENGINEERS and Supplier shall be through METER ENGINEERS purchasing (or their delegate). Any communication with other METER ENGINEERS personnel shall be followed-up with written confirmation of the results of such communication with METER ENGINEERS purchasing. No purported acceptance of this Purchase Order on terms and conditions which modify, supersede, or otherwise alter the terms and conditions hereof shall be binding upon METER ENGINEERS unless they are accepted in writing by an authorized purchasing representative of METER ENGINEERS notwithstanding METER ENGINEERS acceptance or payment for any shipment of goods or similar act of METER ENGINEERS.

1. Quality Management System Requirement
   1. METER ENGINEERS prefers that supplier of materials, products or services (hereinafter referred to as “product”) which become part of METER ENGINEERS deliverable product maintain a Quality Management System compliant to ISO 9001.If a supplier does not maintain such a system, the supplier needs to be able to demonstrate that they provide product that meets the engineering design. This can be done through historically shipping only compliant parts.
   2. If this Purchase Order (PO) is for Calibration Services, the Supplier shall be accredited by The American Association for Laboratory Accreditation to be compliant with ISO 17025.Calibration Record shall include METER ENGINEERS gauge serial number (as noted in body of PO) and, for each Supplier master gauge/instrument used in calibration of the gauges on this PO;
      the Supplier’s gauge/instrument serial number and associated NIST traceability number Calibration Record shall include amount of uncertainty determined in the calibrated gauge.
2. Certification of Product each shipment of product shall be accompanied with applicable certifications and/or test reports as required by specification to which the supplied product complies. At the minimum, Supplier shall certify compliance with the requirements noted on the face of the PO. The certification and/or test report shall:
   1. Certify relating to conflict materials set forth at 17CFR Parts 240 and 249(b), promulgated pursuant to section 1502 of Dodd-Frank Wall Street Reform and Consumer Protection Act.
   2. Identify the revision level of the engineering design/specification to which it certifies compliance. If the PO does not specify the engineering design/specification revision level, then the latest issued shall be the revision level that applies to this Purchase Order.
   3. Be signed, stamped or provide some means of identifying the person(s) who made such certification, including the date of certification.
   4. If the product has limited shelf life, said certification shall have adequate information such that the remaining shelf life can be determined as required in the applicable specification(s). Unless otherwise specifically allowed in the PO all shelf-life limited product shall have at least 6 months remaining shelf life upon delivery to METER ENGINEERS.

   In some cases, it is industry practice to NOT provide actual test reports of chemical and physical properties of certain raw materials. When this is the case and such certification is not a specific customer requirement, METER ENGINEERS purchasing may authorize acceptance of such material by waiving this requirement on the face of the PO.

3. Nonconforming Product – Corrective Action Supplier shall not deliver known nonconforming product unless specifically authorized by METER ENGINEERS .If Supplier discovers that nonconforming product was delivered to METER ENGINEERS (without specific authorization), Supplier shall immediately provide written notice of such delivery specific to METER ENGINEERS PO, the specific nonconforming product, and each Packing List number and date of said Packing List with a complete description of the nonconformance. If METER ENGINEERS discovers nonconforming product was delivered from Supplier, METER ENGINEERS will document this on a Nonconformance Report. The Nonconformance Report will be forwarded to the Supplier. If nonconforming Product will be returned to the supplier, the Nonconformance Report will be dispositioned as such. If METER ENGINEERS determines Root Cause Analysis and Corrective Action is necessary, the Supplier will commence the investigation and provide feedback as to the actions taken to preclude recurrence of the Rejected condition within the time frame agreed between METER ENGINEERS and Supplier. METER ENGINEERS shall not be billed for any nonconforming product that is rejected by METER ENGINEERS. METER ENGINEERS reserves the right to require replacement of rejected products or services as well as payment of damages at Supplier’s expense. Supplier shall, at METER ENGINEERS’s option, either (i) promptly repair or replace the defective goods or services at the Supplier’s cost, or (ii) issue a full refund (including shipping) and any other expenses incurred by METER ENGINEERS.
4. Notification of Changes Supplier shall notify METER ENGINEERS, in advance of shipment, of any changes in product, processes, suppliers, or location of manufacturing facility. If required by METER ENGINEERS or METER ENGINEERS’ customer, Supplier shall obtain approval of said changes prior to shipment to METER ENGINEERS METER ENGINEERS reserves the right at any time prior to shipment to make changes as to (i) specifications, (ii) methods of shipment or packaging, (iii) place of delivery, (iv) schedule of delivery, or (v) the quantities ordered. If any such changes cause an increase or decrease in the cost of or the time required for performance of a Purchase Order, an equitable adjustment may be made, in METER ENGINEERS sole discretion. Any claim by Supplier for adjustment under this clause shall be deemed waived unless asserted in writing within ten days from receipt by Supplier of the change.
5. Flow down of Requirements Supplier shall flow down the requirements of this PO to Supplier’s sub-tier suppliers. This includes appropriate controls to assure compliance to requirements in designs and specifications.
6. Record Retention Requirements Supplier shall maintain records related to the product(s) and or service(s) supplied under this PO for a period of not less than 3 years from the on-dock date of shipment to METER ENGINEERS.
7. Right of Access Supplier shall provide Right of Access by METER ENGINEERS, METER ENGINEERS customer(s), and/or Regulatory Agencies to all applicable areas of all facilities, at any level of the supply chain involved in the order and to applicable records.
8. Defined Sources – METER ENGINEERS engineering or Original Equipment Manufacturer (OEM) defined. If METER ENGINEERS engineering or the OEM for the product being purchased by METER ENGINEERS identifies certain sources of supply for certain commodities or services, then Supplier shall use such sources for the product being purchased under this PO. Such sources could be, but are not limited to, raw material mills and/or distributors, hardware manufacturers and/or distributors, and special process (aka surface treatments) sources. The supplier remains fully responsible for the conformity of delivered product regardless of this requirement to use said METER ENGINEERS engineering or OEM source(s) of supply. Supplier should contact METER ENGINEERS for guidance on these sources when needed.
9. On-Time Delivery Time is of essence in the performance of the PO. The due date on the PO is the expected on-dock date for the product with required documentation (e.g., packing list, certifications, test reports, FAIs, etc.). Supplier on-time delivery performance will be measured based on the date the product is delivered on-dock at METER ENGINEERS.
10. Performance Monitoring and/or Corrective Action METER ENGINEERS retains tracking information on the on-time delivery performance and acceptance of all suppliers in the aggregate. Should METER ENGINEERS notice a negative trend in Supplier’s specific performance, a special report will be prepared and forwarded to the Supplier for Cause investigation and Corrective Action.
11. Packing and Preservation The Supplier shall package product in such a manner suitable for preservation and to prevent damage to the product from each other (in the same box, container, etc.) or from normal handling and transport.
12. Responsibility of Conformance to Design – Rejections regardless of any inspection acceptance of delivered product or service by METER ENGINEERS or METER ENGINEERS’ customer (or higher tier customer), the Supplier remains responsible to assure delivered product and/or services complies with the designs and specifications to which the product or service was ordered. Should METER ENGINEERS reject any item from Supplier a Nonconformance Report will be created. The Nonconformance Report will be sent to the Supplier for correction/rework/replacement of the rejected condition (if needed) as well as Cause and Corrective Action Investigation.
13. Design Changes where Supplier controls the product design, the Supplier shall not provide product where the design has been changed unless and until such design change has been approved by METER ENGINEERS engineering or METER ENGINEERS’ customer (our higher tier customer (OEM)), as applicable.
14. Force Majeure METER ENGINEERS and Supplier should advise the other party within 30 days of any event that is deemed a Force Majeure Event. Neither Party should be responsible or liable nor be deemed to be in default on account of any breach of any obligation directly attributable to a cause that is at the same time compelling, unpredictable, unavoidable and beyond its control and not occasioned by its fault or negligence (Force Majeure Event).Following cessation of the Force Majeure Event and to the extent possible in anticipation thereof, the parties should resume the performance of their obligations under this Purchase Order. In the event Supplier fails to deliver or has informed METER ENGINEERS that it will not be able to deliver the Product on-time due to a Force Majeure Event, then the delivery of the Product should be suspended until such circumstances of the Force Majeure Event have been adequately addressed. The due date of Product shall be extended by written mutual signed agreement of the parties. If, however, the Force Majeure Event causes delivery to be delayed more than thirty (30) Days, METER ENGINEERS will be entitled to cancel the Purchase Order in whole or in part without a further notice being required or judicial intervention and without incurring any liability whatsoever.
15. Purchase Order Governing Law, Venue, and Jurisdiction. METER ENGINEERS and Supplier expressly agree the Purchase Order and accompanying Purchase Order Terms and Conditions is a contract entered into in the state of Kansas, United States of America. This order shall be governed by the laws of the State of Kansas. Venue and Jurisdiction for any dispute arising out of this order shall lie exclusively in the 18th Judicial District Court, Sedgwick County, Kansas.
16. Severability. The invalidity, illegality, or unenforceability of any provision of this Purchase Order Terms and Conditions agreement or the occurrence of any event rendering any portion or provision of this Purchase Order Terms and Conditions agreement void, shall in no way affect the validity or enforceability of any other portion or provision of this document. Any void provision shall be deemed severed from the Purchase Order Terms and Conditions agreement and the balance of the Purchase Order Terms and Conditions agreement shall be construed and enforced as if the Purchase Order Terms and Conditions agreement did not contain the particular portion or provision held to be void.
17. Cancellation. METER ENGINEERS may, after giving written notice to Supplier, cancel the Purchase Order prior to delivery. Upon a default by Supplier of any of its obligations hereunder, METER ENGINEERS may, in addition to any other rights or remedies it may have, cancel the Purchase Order and seek damages from Supplier. In the event of a cancellation, Supplier shall cease any work or delivery and observe any instruction from METER ENGINEERS as to work in progress.
18. Indemnification Supplier shall indemnify, defend, and hold harmless METER ENGINEERS, its agents, officers, managers, owners, and employees from and against any and all claims, damages (including court costs, investigative costs, and reasonable attorneys’ fees), judgments, fines, costs and expenses attributable to Supplier’s products or services or any willful misconduct or negligence of Supplier or an authorized Supplier representative. Such indemnification obligations shall survive the cancellation or expiration of the Purchase Order.
19. Confidentiality. Supplier acknowledges that it is or may be privy to Confidential Information (as defined below). Supplier agrees it will use the Confidential Information only in furtherance of its work under this Purchase Order and shall not transfer or otherwise disclose the Confidential Information to any third party except as provided for herein. Supplier shall: (i) give access to such Confidential Information solely to those of its employees with a need to have access thereto in furtherance of or in connection with this agreement or as required by applicable law; and (ii) take the same security precautions to protect against disclosure or unauthorized use of such Confidential Information that Supplier takes with its own confidential information, but in no event shall Supplier apply less than a reasonable standard of care to prevent such disclosure or unauthorized use. “Confidential Information” means any and all information relating to METER ENGINEERS that may be received by or provided to Supplier from time to time, including equipment and business specifications, business records or data, trade secrets, and confidential planning or policy matters, business strategies, internal policies and procedures, and any financial or accounting information, agreements or communications between Supplier and METER ENGINEERS, and the terms of any agreements, and all data, reports, interpretations, measurements or records containing information concerning METER ENGINEERS. Supplier shall not use METER ENGINEERS name in any sales or marketing publication or advertisement or website or social media platform without the prior written consent of METER ENGINEERS.
20. Assignment Supplier shall not assign or delegate duties under the Purchase Order or subcontract any part of the performance required under the Purchase Order without the express written consent of METER ENGINEERS.
21. Warranties Supplier shall provide the goods to METER ENGINEERS in accordance with the terms and conditions of this Purchase Order and Purchase Order Terms and Conditions. Supplier represents and warrants that the goods supplied hereunder (i) shall be of the kind and quality specified herein or in the Purchase Order, free from fault in design, workmanship and material, (ii) shall be new and of good and merchantable quality, (iii) are suitable and fit for the purpose for which they shall be used, (iv) shall perform in accordance with the specifications and drawings, if any, provided by METER ENGINEERS or otherwise referred to, or incorporated, in the Purchase Order, (v) shall not constitute an infringement or contributory infringement of any patent or any copyright or trademark, or violation of any trade secret when sold or used for their ordinary intended purpose. All goods provided under this Purchase Order shall be delivered free from all liens, encumbrances or other charges. All goods shall at all times be subject to METER ENGINEERS inspection but neither METER ENGINEERS inspection nor failure to inspect shall relieve Supplier of any obligations hereunder or constitute a waiver of any of METER ENGINEERS rights or warranties of Supplier. METER ENGINEERS shall be entitled to the benefit of any of Supplier’s service warranties and guaranties customarily offered by Supplier, in addition to those warranties set forth above. Supplier shall bear all costs for removal, repair, replacement and reinstallation of goods under the above warranties. To the fullest extent permitted by law Supplier herewith assigns and transfers to METER ENGINEERS all right to, and benefit from, any and all manufacturers’ or suppliers’ warranties (each and collectively “Manufacturer’s Warranty”) that apply or otherwise relate to any goods provided under this Purchase Order. Supplier shall fully cooperate with and assist METER ENGINEERS in making any claim under any Manufacturer’s Warranty. Any claim by METER ENGINEERS under a Manufacturer’s Warranty shall not: (i) prevent METER ENGINEERS from (A) making a claim under any other warranty or (B) otherwise seeking to protect its rights; or (ii) limit or restrict METER ENGINEERS rights or remedies in law or at equity. The warranties set forth or referred to herein are in addition to all rights and remedies METER ENGINEERS may have in law or at equity.
22. Entire Agreement. The Purchase Order and Purchase Order Terms and Conditions stated herein and any attachments thereto and hereto constitute the entire agreement between METER ENGINEERS and Supplier with respect to the subject matter hereof and are binding on METER ENGINEERS and Supplier and their respective heirs, devisees, administrators, executors, trustees, receivers, successors, and permitted assigns.