Acceptance of this Purchase Order (“Order”) is expressly limited to the terms of the order. Any different or additional terms contained in any acknowledgment form or other documents submitted by Seller are hereby rejected. When a Check-Mate Purchase Contract exists and the Terms and Conditions set forth herein conflict, the terms set forth in the Check-Mate Purchase Order Terms & Conditions shall control.

2.Purchase Prices

Purchase Prices shall be as stated on the face of the Order, and shall not be subject to escalation or change without Buyer’s written consent. Purchase prices are inclusive of all charges including packing, containers, insurance, and transportation, except as otherwise specifically provided in the Purchase Order. All Taxes shall be shown separately on Seller’s invoice.

3.Shipping/Packing/ marking

Seller will pack and mark goods in accordance with Buyer’s instructions. Buyer may specify the carrier and/or method of transportation and Seller will process shipping documents and route shipment of the goods according to buyer’s instructions. An itemized packing slip referencing buyer’s order number, part number(s), and any special instructions must accompany all shipments. Buyer’s count or weight shall be final and conclusive on shipments not accompanied by packing slips. All containers, packing and crating material will become the property of Buyer on delivery unless otherwise agreed to in writing.


TIME OF DELIVERY IS OF THE ESSENCE. Seller shall deliver the order on Buyer’s loading dock no later then date stated on the order (“Delivery Date”). Seller must notify Buyer in writing a minimum of ten (10) business days in advance if the Delivery Date will not be met. Upon receiving such notice, buyer shall have the option to (a) approve a revised Delivery Date; (b) direct seller to ship the Order on an expedited basis at the earliest possible time; or (c) cancel the order. All costs incurred by Buyer in excess of the costs incurred by Buyer in excess of the costs that would have been incurred had Seller met the Delivery Date shall be borne by Seller. In addition, Buyer has the option of imposing on seller a late charge in the amount of 1% of the price stated on the Order for each day delivery is delayed beyond the delivery date. Late charges shall be deducted by Buyer from Seller’s invoice. Deliveries made more then five (5) business days in advance of the Delivery date are prohibited without Buyer’s prior written consent.

5.Title and risk of Loss

Unless the Order specifically provides for earlier passage of title, title to goods covered by the Order shall pass to Buyer upon: (1) delivery of the goods on board a carrier, provided transportation is FOB origin, (2) acceptance by Buyer or delivery of possession of the goods to Buyer at the destination specified in this Order, whichever is later, if transportation is FOB Destination.


Buyer may cancel Orders, in whole or in part, provided that Buyer notifies Seller at least five (5) Business days in advance of Delivery Date.

7.Release Authorization

When deliveries are specified to be in accordance with Buyers written release, Seller will not fabricate or assemble any goods, nor ship any materials or supplies, except to the extent authorized by such written releases or provisions of this Order.

8.Buyer’s Property

All Tooling, parts and specifications, and any other property furnished to Seller by Buyer or paid for by Buyer shall be the property of Buyer, clearly identified as such, and subject to removal at any time upon Buyer’s demand. Buyer’s property shall be used only in filling Buyer’s orders. Seller assumes all liability for such property and Seller shall insure at Seller’s expense such property in an amount equal to the replacement cost thereof with loss payable to Buyer.

9.Blanket Orders

A blanket order is an order detailing the intent to purchase a stated quantity of parts over a stated time frame.
- Check-Mate reserves the right to shorten or extend the contract term of a blanket order by 50% upon written notification to the buyer.
- Check-Mate is responsible for the raw material required to fullfill the blanket PO, not to exceed the balance due.
- Supplier shall keep no more than one (1) month of material in finished goods status ready for shipment, and no more than two (2) months of material in WIP status at any given time.
- The cancellation of open releases on a blanket order will be allowed outside a 60 day window.

10.Patent Rights

Any and all discoveries conceived or reduced to practice by the Seller or its employees in connection with the supply of the material on the Order, where Buyer furnishes the specifications of the material shall be disclosed to and become the property of the Buyer. The decision to file patent applications and prosecute same shall rest solely with the Buyer. Seller and its employees shall upon request execute necessary papers to accomplish the assignment of above patents.


All payment and cash discount periods will be computed either form date of delivery or date of receipt of correct and proper invoices prepared in accordance with the terms of an order (“Receipt Date”), whichever date is later. Payment terms are set at 1% 10 net 30 days from the receipt date.


Seller’s invoice must reference Buyer’s order number, quantity and part number(s). Bills of lading must accompany each invoice. Delay in receiving an invoice, errors or omissions, or lack of supporting documentation required by the Order may be cause for delay of payment.


Seller represents and warrants that the goods covered by the Order are merchantable, free from any defects in material or workmanship, meet all specifications and shall perform in accordance with any applicable manufacturer’s warranties.

14.Defective Products

If any goods fail to satisfy this warranty (“Defective Goods”), Buyer shall give written notice of the Defective Goods to Seller within 60 days of the date Buyer becomes aware of such Defective Goods. At Buyer’s election, Buyer may (1) require that Seller promptly deliver to Buyer replacement goods at Seller’s expense on an expedited basis, or (2) set off that portion of the purchase price attributable to the Defective Goods against current or future amounts owing to Seller. Buyer shall return the Defective Goods to seller on a freight collect basis.


If it is necessary to recall any goods or any equipment incorporating the goods, Seller shall bear all costs and expenses of such recall.

16.Termination of Default/Cover

Buyer may terminate the Order upon written notice to Seller if Seller is in material default of any provision of the Purchase Order and does not cure such default within five (5) business days after receipt of written notice from Buyer specifying such breach. If Seller is in material default of the Order, then regardless of whether Buyer terminates the Order, Buyer may purchase goods covered by the Order from alternative sources upon such terms and in such manner as Buyer may deem appropriate and Seller shall be liable to Buyer for all costs in excess of what Buyer would have been obligated to pay Seller fully performed under this order, plus all damages sustained by Buyer as a result of Seller’s default.

17.Termination Upon Bankruptcy

To the extent permitted by applicable law, Seller’s performance under this Order shall terminate automatically upon (1) the insolvency or appointment of a receiver to take charge of Seller’s business property; (2) the making of a general assignment for the benefit of creditors; (3) the filling of any petition for relief under the deferral bankruptcy code, unless the same is dismissed within 30 days after its filing or (4) an admission by Seller of an inability to pay its debts.

18.Labor Disputes

Whenever an actual or potential labor dispute is delaying or threatens to delay Seller’s performance under the Order, Seller shall immediately notify Buyer in writing.


Seller agrees to indemnify and save harmless Buyer against any and all Liens and encumbrances arising out of the Seller’s performance of the Order.

20.Compliance with Laws

Seller will comply with all applicable federal, state, and local laws, rules regulations, ordinances and governmental orders connected with Seller’s performance of the Order. Seller shall be liable for all costs of complying with and obtaining any licenses or approvals required or advisable for the manufacturer or supply of the products.


Seller shall indemnify, defend and hold Buyer harmless from and against any claim, loss, damage, expenses or liability (including reasonable attorneys’ fees and costs) (collectively, “Losses”) arising out of or connected with Seller’s performance of the Order, including but not limited to Losses that arise out of a breach of warranty, infringement of intellectual property rights, product liability claims, or Seller’s failure to comply with the Order or the requirements of any applicable law, rule or regulation.


Seller shall maintain, with reputable companies, insurance in amounts sufficient to protect Buyer from any and all public liability and workers’ compensation claims. Seller also shall maintain levels of casualty and product liability insurance customary in the industry and adequate to insure against customary risks. Seller agrees upon Buyer’s request to furnish a certificate of insurance evidencing the coverage required by this Section and naming Buyer as an additional Insured.

23.Administrative Authority

All matters pertaining to administration of this Order shall be coordinated with Buyer’s Purchasing Department. Correspondence should be directed to the delivery address on the Order, with attention to the Buyer listed on the Order.

24.Confidential Information

All information supplied by Buyer shall be held in confidence by seller. Such information shall not be reproduced, used, or disclosed to others by Seller without Buyer’s prior written consent, and shall be returned to Buyer upon the completion of Seller’s obligation under this Order or upon demand.


Seller agrees that it will not, without prior written consent of Buyer, directly or indirectly solicit any employee of Buyer or induce any employee to leave Buyer’s employment for a period of one (1) year after Buyer acceptance of any Orders.

26.Dispute Resolution

The parties agree to put forth their best efforts to resolve through negotiation any disputes arising under this agreement. If any dispute cannot be resolved after good faith negotiations, the parties agree to submit the dispute to mediation, with a mediator chosen jointly, prior to instituting any formal action or proceeding. The mediator’s fees and costs shall be split equally between the parties. The mediation shall take place at the Buyers location.

27.Attorneys Fees

In an action or proceeding arising under any Order, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.


If any provision of this Terms and Conditions are held to be invalid or unenforceable, such provision shall be deemed valid and enforceable to the maximum extent permissible and the remaining provisions of these Terms and Conditions shall remain in full force and effect.


No Order is assignable by Seller without the prior written consent of the Buyer and any attempted assignment without such consent shall be void.

30.Governing Law

This agreement shall be governed by and construed in accordance with the substantive laws of the State of New York. Seller consents to jurisdiction of the federal and state courts located in the State of New York.



Your Subcontract must impose identical terms and conditions upon your vendors as are imposed upon you by the Order as applied to Government Procurements and all similar information must appear on your Purchase Order.


Certified for National Defense for use under DMS Regulation #1


Your invoice will not be processed for payment unless a “C of C” or “C of A” accompanies material and is independent of the packing slip.


Objective evidence of inspection and/or tests will be made available upon request to Check-Mate Industries, Inc. or a Government Representative as required.

The Contractor shall comply with Executive Order per 11246, as amended. Section 202 except in contracts in accordance with section 204 of this order, all Government contracting Agencies shall include in every Government Contract. The Seven Clauses of the Executive Order by references on contracts of $10,000 and over.