Purchase Order Terms & Conditions

  1. Regardless of any other shipping terms that may be stated within the body of the Purchase Order or any other document, shipments made under the provisions of this Purchase Order are FOB Destination and Seller is responsible for loss or damage to material covered by this Purchase Order until delivered and unloaded at destination in accordance with the shipping instructions.
  2. By accepting this Purchase Order Seller agrees to be responsible for the proper protection of items ordered herein during transit. This includes packaging, palletizing and/or crating as required to reasonably ensure items are not damaged in transit.
  3. Seller specifically obligates himself to Buyer in the following respects: a) to indemnify Buyer against and hold Buyer (including its officers, agents, employees and affiliates) harmless from any and all claims, suits, liability, expense, or damage for any alleged or actual infringement or violation of any patent or patent right arising in connection with this Purchase Order and anything done thereunder; b) to indemnify Buyer against and hold Buyer (including its officers, agents, employees and affiliates) harmless from any and all claims, suits, or liability for injuries to property, injuries to persons, including death, and from any and all other claims, suits, or liability on account of any act or omission, willful misconduct or negligence on the part of the Seller or Buyer and their respective officers, agents, employees and affiliates related to the goods or services provided under this Purchase Order.
  4. Buyer may be purchasing product from Seller for purposes of exporting the product under the provisions of USMCA. If so, Buyer may request USMCA certification from Seller for the product purchased and Seller will be responsible for the provision of timely and accurate certification. It is understood that the Buyer will rely upon the information provided by Seller to duties and tariffs. In the event of audit by Customs authorities it is found that the Seller’s USMCA certification is inaccurate, Seller agrees to reimburse Buyer for any costs it incurs in the form of additional duties, tariffs, penalties or interest.
  5. Seller understands that time is of the essence. Failure of Seller to furnish materials within the scheduled time and at the agreed upon price as called for on the face of this Purchase Order shall give Buyer the right to cancel any undelivered balance of this order without additional charge to the Buyer. In such an event Seller may also be subject to back charges and or other expenses as incurred by the Buyer.
  6. Unless otherwise stated this Purchase Order price includes all applicable Federal, State and local taxes of any nature.
  7. Seller shall not offer any gifts or gratuities to Buyer’s employees or their families.
  8. Seller expressly warrants that all material and work covered by this order will conform to the specifications furnished to Seller or specified by Buyer, and will be merchantable, of good material and workmanship, free from latent defect and sufficient for the purposes for which it is ordered by the Buyer.
  9. Seller shall provide and maintain at all times during the performance of this Purchase Order and thereafter: a) Worker’s Compensations and Employer’s Liability insurance for protection of Seller’s employee’s; b) Public Liability, Property Damage and Contractual Liability Insurance. Seller herein names Buyer as an Additional Insured under its policies so as to protect the Seller and Buyer from any and all claims for damages which might result from activities and operations under this order, which insurance shall not be less than $2,000,000 per occurrence against liability for damages because of injuries, including death, suffered by persons other than employees of the Seller and in an amount not less than $2,000,000 per occurrence against liability for damage to property. The Seller shall furnish upon receipt of this Purchase Order satisfactory evidence that such insurance is in force and endorsed as required. Failure to provide and maintain such coverage and evidence thereof shall be deemed sufficient cause for Buyer to hold payment against this order until such coverage is provided and verified.
  10. Seller is required to comply fully with any and all state and federal laws and regulations that may be applicable to the goods or services provided under this Purchase Order. Seller agrees to indemnify and hold harmless the Buyer from an claims, damages, assessments, penalties or fines, including attorneys fees, resulting from alleged or actual violations of such regulations by the Seller or its agents.
  11. The Buyer may cancel this Purchase Order at any time prior to shipment.
  12. All invoices, correspondence and other documents related to or based on this Purchase Order must reference the Purchase Order number. Failure to reference this number will be sufficient cause for the invoice or other document to be returned to the Seller unpaid or unprocessed by the Buyer until such time as the item is corrected. The calculation of payment dates for any discounts or rebates will be from the date the corrected invoice is received. All invoices must be received by Buyer within 60 days of receipt of ordered product. Invoices received by Buyer after 60 days of receipt of ordered product shall not be payable by Buyer.
  13. Any and all changes, additions, deletions or modifications to the goods or services to be provided per this Purchase Order must be issued in writing by the Buyer.
  14. The Seller waives all rights of mechanics, sellers or materialman’s liens in relation to the materials or services provided under this Purchase Order.
  15. Buyer reserves the right to with hold funds due under this Purchase Order due to shortages, back orders, damaged goods, incomplete or incorrect work, non-functional merchandise, errors or omissions or failure to adhere to specifications.
  16. The Seller receiving this Purchase Order agrees not to solicit or in any manner encourage, either directly or indirectly, any employee or consultant of Company to leave Company for any reason; nor will he interfere in any other manner with the employment or business relationships at the time existing between Company and its current employees or consultants.
  17. Seller may not assign or subcontract this Purchase Order or any of the work herein without the written consent of the Buyer.
  18. This Purchase Order is issued per the laws and regulations of the state in which the Purchaser is incorporated. Any legal action associated with this Purchase order will be subject to the venue and jurisdiction of that state.
  19. This Purchase Order and its terms and conditions contain the complete and final agreement between the Buyer and Seller. No other agreement or quotation in any way modifying any of said terms will be binding on Purchaser unless made in writing and signed by Purchaser’s authorized representative subsequent to the date of this Purchase Order.