PURCHASE ORDER TERMS & CONDITIONS
THIS DOCUMENT CONTAINS RELEASE, DEFENSE, INDEMNITY AND HOLD HARMLESS PROVISIONS
- AGREEMENT. These PURCHASER ORDER TERMS & CONDITIONS (“Terms”) are incorporated into and part of each PURCHASE ORDER (“Order”) by [BUYER], and its subsidiary entities (“Buyer”) to acquire the goods (“Goods”) or services (“Services”) from the person name (“Vendor”) in each Order.
- OBJECTION TO ADDITIONAL TERMS. The express provisions of the Order and these Terms constitute the entire agreement between Buyer and Vendor. Any additional or different terms in Vendor’s acknowledgment, invoice, shipping document, or receiving document, or other response, and any terms and conditions presented with Vendor’s proposal, quote, or bid are expressly rejected and shall be of no effect. Vendor’s acceptance of an Order, whether in writing (including any writing that is conditioned upon the acceptance of different or additional terms), the commencement of performance, or the fulfillment of the Order shall constitute a waiver of any additional or different terms and acceptance of the Order and these Terms.
- CONFLICTS. In the event of a conflict between the provisions of these Terms and the provisions of any Order, the provisions of the Order shall govern.
- PRICES AND TAXES. The prices set forth in the Order are firm and fixed. All such prices are the best prices offered by Vendor to other purchasers of Goods or Services of the same description in the same quantities. Any and all taxes, charges, or fees applicable to the delivery of Goods or performance of Services shall be listed on the face of the Order or deemed to be included in the prices set forth on the Order. Vendor shall pay such taxes, charges, or fees, and agrees to indemnify, defend, save and hold Buyer harmless from and against any collection actions against Buyer at Vendor’s expense.
- DELIVERY DATE. All delivery dates in the Order are firm. Unless otherwise specified in the Order, partial deliveries and early deliveries are not allowed and may be refused by Buyer. Subject to Section 13, Buyer may delay deliveries by written notice to Vendor.
- TITLE AND RISK OF LOSS. All Goods will be shipped by Vendor FOB (Incoterms 2010) destination specified in the Order. Title to and risk of loss of all Goods shall remain with Vendor until delivery in accordance with the Order.
- INVOICES. Invoices shall be submitted upon final delivery of Goods and completion of Services. Invoices shall identify the Order number, description, quantity, delivery date and price and shall be accompanied by time sheets for all Services. Incomplete or inaccurate invoices will be rejected and returned without action. Payment is due on the last day of the month following the month in which complete and accurate invoices are received by Buyer.
- PROPRIETARY INFORMATION. All data, information, drawings, specifications, plans or other recorded information provided to Vendor by Buyer and any information created by Vendor as a result of performing an Order (“Information”) is proprietary Information owned by Buyer. Such Information is confidential and shall not be published, disseminated, revealed or otherwise released or used by Vendor in any manner except for the purposes of performing an Order.
- PATENTS AND COPYRIGHTS. Vendor shall defend, indemnify, save and hold Buyer harmless from and against any claims of any kind for violation or alleged violation of any patent, trademark, copyright, proprietary information restrictions, trade secrets or the like brought against Buyer or its customers by any person that arises out of the Goods or Services provided by Vendor. Buyer may assume its own defense in any such proceeding, in which event the foregoing indemnity shall extend to Buyer’s costs thereof and reasonable attorney’s fees.
- INSPECTION. Goods and Services will be timely inspected after delivery. Non-conforming Goods or Services will be rejected. Notwithstanding inspection and failure to reject, Buyer may revoke acceptance of any Goods or Services at any time before such Goods or Services have been placed into service. Vendor shall, at its expense, promptly replace any non-conforming Goods and reperform non-conforming Services. Quantities in excess of those specified in an Order shall be returned to Vendor at Vendor’s expense. Vendor agrees to permit Buyer to inspect any manufacturing facility and the manufacturing process upon request. Such inspections do not waive or prejudice Buyer’s right of inspection and rejection at time of delivery.
- WARRANTIES. Vendor warrants that it is transferring marketable title to all Goods and that all Goods provided under this Agreement are merchantable, free of defects in material and workmanship, and conform to the Order and any samples. If Vendor has been informed of the purpose for which such Goods will be used, Vendor warrants that such Goods are fit for such purpose. Vendor warrants that all Services will be performed by properly trained and equipped individuals, with adequate supervision, in a good and workmanlike manner and with the level of skill and expertise customary in the trade. Vendor shall promptly upon notification from Buyer, repair or replace, at Vendor’s sole cost and expense, all non-conforming Goods within one (1) year of the first use and will reperform all non-conforming Services within ninety (90) days after completion. If Vendor fails to repair or replace such non-conforming Goods or reperform such non-conforming Services, Buyer may repair or replace the Goods or reperform the Services and Vendor agrees to timely reimburse Buyer for the cost thereof.
- COMPLIANCE WITH SAFETY, SECURITY AND ENVIRONMENTAL POLICIES. Vendor is an independent contractor and Buyer has no responsibility or duty to supervise Vendor’s safety and health programs relative to any Order. Vendor warrants that all Goods provided and Services performed by it hereunder shall be performed in the safest manner possible, consistent with industry standards and in strict compliance with all applicable rules, regulations, statutes, policies, and procedures of each governmental authority having jurisdiction over any Order. Vendor warrants that all of its employees on property owned or controlled by Buyer or its customers will comply with all safety, security and environmental laws and regulations and all safety, security and environmental rules adopted by Buyer or its customers.
- HAZARDOUS MATERIALS. Vendor shall notify Buyer, in advance of shipment, of any Goods that are considered hazardous or dangerous. Vendor shall provide Buyer with current and accurate Material Data Safety Sheets for all hazardous materials in advance of shipment and shall mark and ship such Goods in full compliance with applicable federal, state, and local laws or regulations.
- CHANGES. Buyer may make changes in the quantities, destination, transportation or specifications in writing or orally at any time. Vendor shall promptly (within one business day) advise Buyer of the price and delivery impact and proceed thereafter according to Buyer’s specific directions. Failure to provide notice of any change in price and delivery will be deemed to be acceptance of such change without adjustment.
- TERMINATION FOR CONVENIENCE. Buyer reserves the right to terminate any Order for its convenience, in whole or in part, upon written notice to Vendor. Termination shall be effective upon receipt or such later date as stated therein. Vendor shall cease performance as to any portion of an Order that is terminated as of the effective date. Unless specifically agreed otherwise, Vendor shall be paid for conforming Goods and Services delivered prior to the effective termination date.
- RETURNS. Buyer may return any Goods for full credit, subject to the following conditions:
- The returned Goods must be new, unused, undamaged and in resalable condition.
- The Goods must be returned to point at which the Goods were delivered at Buyer’s sole cost, risk and expense not more than six (6) months after the delivery of the Goods, unless a longer period of time is provided for in the Order.
- INDEMNITY AND INSURANCE. Vendor shall release, defend, indemnify, save and hold Buyer and its customers harmless from and against all causes of action, whether in law or equity, for injury to or death of any person(s) or damage to or destruction of any property to the extent arising out of Vendor’s negligence, breach of contract or willful misconduct in the performance of any Order. If, in connection with the delivery of Goods or Services Vendor is present on any property owned or controlled by Buyer or its customers, Vendor shall maintain (i) all risk property and casualty insurance (including broad form completed contract coverage) for the Goods and Services covered by the Order and all of Vendor’s property, (ii) Comprehensive General Liability coverage of not less than $5,000,000, (iii) Employer’s Liability and Compensation of not less than $1,000,000, (iv) Automobile coverage of not less than $1,000,000, and (v) Worker’s Compensation as required by statute. Buyer and its customers shall be named as an additional assured on all policies except the Worker’s Compensation policy and all policies shall provide for a waiver of subrogation in favor of Buyer and its customers.
- WAIVER AND ASSIGNMENT. No failure of Buyer to insist upon strict conformance to any provision hereof shall operate as a waiver of subsequent enforcing or requiring of strict conformance to the provisions hereof. Vendor may not assign or subcontract all or any part of the performance of any Order without the specific written approval of Buyer.
- COMPLIANCE WITH LAWS. Vendor agrees that its performance under any Order will be in strict accordance with all applicable laws, regulations, rules, and executive orders of any governmental authority.
- ANTI-CORRUPTION. Vendor warrants, on behalf of itself and its contractors, subcontractors and suppliers and their respective employees, agents, consultants and representatives that (i) they are not foreign government officials nor are they affiliated with any foreign government official, (ii) that they understand all applicable anti-corruption and anti-bribery laws, such as the United States Foreign Corrupt Practices Act ( “FCPA”), the U.K. Bribery Act 2010 (“UKBA”), and those adopted pursuant to the Organization for Economic Co-operation and Development (“OECD”) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, (iii) that they have not previously engaged in conduct that would violate the FCPA or the UKBA if they had been subject to it, (iv) that they will not in the future engage in conduct that would violate the FCPA or the UKBA to the extent that they are subject to it; and (v) that they will not cause Buyer to violate the FCPA or the UKBA.
- ANTI-BOYCOTT. Vendor warrants, on behalf of itself and its contractors, subcontractors, and suppliers and their respective employees, agents, consultants and representatives that (i) they understand all applicable anti-boycott laws, such as the United States Export Administration Act of 1979 and United States Export Administration Regulations (“EAR”), (ii) they have not previously engaged in conduct that would violate the EAR if they had been subject to it, (iii) they will not in the future engage in conduct that would violate the EAR to the extent that they are subject to it.
EXPORT COMPLIANCE. Upon request, Vendor will provide to Buyer information regarding the classification of any Goods under the applicable export control regimes, including any applicable classification determinations issued by a governmental authority and for obtaining such export license(s) or authorizations and for complying with any applicable export clearance requirements.
- GOVERNING LAW. These Terms and each Order shall be governed by the laws and regulations of the State of Texas, excluding its choice of laws provisions. The United Nations Commission on International Trade Law Convention on Contracts for the International Sale of Goods shall not apply to any sale of Goods or Services covered by an Order or these Terms.
- ATTORNEY’S FEES. In the event of litigation, the successful party shall be entitled to reasonable attorney’s fees and costs of litigation.