Vendor Terms & Conditions
This Purchase Order, and all of its terms and conditions, shall be accepted by Seller either (a) signing the Purchase Order and returning it to Buyer by email or fax, or (b) commencing any work or performance of any services on the Purchase Order. Acceptance of this Purchase Order is hereby expressly limited to the terms hereof. Any terms proposed by Seller that add to, vary from, or conflict with the terms herein, unless accepted by Buyer, in writing, shall be void and the terms hereof shall govern. Seller agrees that this Purchase Order constitutes the entire agreement between Buyer and Seller with respect to the subject matter hereof.
Prices stated in this Purchase Order shall apply to all shipments made or services rendered hereunder. Buyer shall have no obligation to honor invoices for goods or services at any increased price until such increase has been confirmed in writing by email or fax by Buyer.
The obligation of Seller to meet the delivery dates, specifications, and quantities, as set forth herein, is of the essence of this Purchase Order. Deliveries shall be made both in quantities and at times specified herein, or, if no such quantities or times are specified, pursuant to Buyer's written instructions. If Seller's deliveries fail to meet Buyer's schedule, Buyer, without limiting its other rights or remedies herein, may direct expedited routing. Any excess costs incurred from such expedited routing shall be charged to Seller. In the alternative, Buyer may, in accordance with paragraph 8 hereof, cancel all or part of this Purchase Order if Seller fails to deliver goods or services as scheduled herein. Buyer shall not be liable for Seller's commitments or production arrangements in excess of the amount, or in advance of the time, necessary to meet Buyer's delivery schedule. Except as otherwise provided herein, title and risk of loss on all goods supplied to Buyer hereunder shall pass to Buyer upon delivery to Buyer, f.o.b. place of shipment.
Unless otherwise indicated, the prices set forth in this Purchase Order do not include applicable federal, state, and local taxes. Buyer shall pay appropriate taxes directly to the taxing entity and shall supply Uniform Sales and Use Tax Certificate to Seller.
- (a) Upon receipt from Seller of the goods or services, Buyer shall have a reasonable time to inspect and conduct such tests as it deems appropriate. If Buyer determines that the goods or services appear to be in compliance with all guaranties and specifications, Buyer shall place Seller's invoice in line for payment pursuant to paragraph 6 herein.
- (b) If, after inspecting and testing the goods or services provided by Seller, Buyer determines that the goods or services are defective or not in compliance with all guaranties and specifications, Buyer shall notify Seller, in writing, that it is temporarily rejecting acceptance of the goods or services until such time as they are brought into compliance with such guaranties and specifications, including the reasons for rejecting acceptance of the goods or services. Buyer shall thereafter, at Seller's cost, re-deliver the goods to Seller. Seller shall have the opportunity to investigate the grounds for such rejection of acceptance and shall, at its cost, make any corrections, changes or adjustments as are necessary to bring the goods or services into compliance with the guaranties and specifications contained herein. When, in Seller's opinion, the goods or services have been brought into compliance with all guaranties and specifications, Seller shall again deliver the goods or services to Buyer for inspection and acceptance by Buyer of such goods or services. Until such time as the goods or services have been brought in compliance with all guaranties and specifications, Buyer shall have no obligation to accept the goods or services supplied hereunder.
Payment for all goods or services supplied by Seller under this Purchase Order is due per terms after the date Buyer accepts such goods or services pursuant to paragraph 5 herein. The discount period, if any, begins the date Buyer accepts such goods or services pursuant to paragraph 5 herein.
SELLER WARRANTS THAT ALL GOODS OR SERVICES PROVIDED HEREUNDER SHALL CONFORM IN ALL RESPECTS WITH THE SPECIFICATIONS, DRAWINGS, SAMPLES, QUALITY CONTROL, ORIGINAL EQUIPMENT MANUFACTURER PART NUMBER &/OR DESCRIPTION, OR OTHER PROCEDURE OR DESCRIPTION, WHETHER FURNISHED BY SELLER OR BUYER, AND SHALL BE MERCHANTABLE AND FREE FROM ANY DEFECTS IN MATERIAL, DESIGN, AND WORKMANSHIP. SELLER FURTHER WARRANTS THAT ALL MATERIAL PURCHASED HEREUNDER THAT IS MANUFACTURED IN ACCORDANCE WITH THE SELLER'S SPECIFICATIONS SHALL BE FIT AND SUFFICIENT FOR THE PURPOSES FOR WHICH IT WAS INTENDED. SELLER AGREES THAT THE FOREGOING WARRANTY SHALL SURVIVE ACCEPTANCE OF AND PAYMENT FOR THE MATERIAL. SELLER SHALL HOLD BUYER HARMLESS FROM ANY LOSS, DAMAGE OR EXPENSE WHATSOEVER (INCLUDING REASONABLE ATTORNEYS' FEES AND OTHER LITIGATION OR SETTLEMENT EXPENSES) THAT BUYER MAY INCUR AS A RESULT OF ANY BREACH OF SUCH WARRANTIES. THE WARRANTIES SHALL SURVIVE DELIVERY AND INSPECTION OF ALL OR A PART OF THE GOODS OR SERVICES.
This Purchase Order may be terminated by Buyer at its option, in whole or in part, at any time by delivery, either by email or fax, of a written notice of termination to Seller. In the event of Seller's default, or apparent inability to satisfactorily perform its duties under this Purchase Order, Seller shall, upon demand by Buyer, deliver to Buyer the raw materials and work in process acquired to perform under this Purchase Order. Buyer may then complete the work required by this Purchase Order and deduct the cost of such completion from the Purchase Order price or, in the alternative, pay to Seller the reasonable cost of such raw materials and work in process.
If either party fails to comply with the terms of this Purchase Order, after 10 days written notice of default, the other party shall be entitled to pursue any remedies available at law or in equity. In no event, however, shall either party be entitled to anticipatory profits, or to special or consequential damages as a result of the other party's default.
10. COMPLIANCE WITH LAWS
Seller warrants that no law, nule, regulation or ordinance of the United States, a State, or local government, or any other govermental agency has been violated in the manufacture or sale of the goods or services sold by Seller, or in the performance of this Purchase Order. Seller shall indemnify and hold the Buyer harmless from loss, damage or expense whatsoever (including reasonable attorneys' fees and other litigation or settlement expenses) as a result of any such actual or alleged violation. Further, if any issue governing the sale of goods or services is not covered by this Purchase Order, the Uniform Commercial Code as adopted by the State of Kansas shall control to fill in such gaps.
11. NON-DISCLOSURE OF CONFIDENTIAL MATTER
Materials purchased hereunder with the Buyer's specifications or drawings shall not be quoted for sale to others without the Buyer's written authorization. Such specifications, drawings, samples or other data furnished by the Buyer, or any other information related to the Buyer that is gained by Seller in connection with this Purchase Order, shall be treated as confidential information by the Seller, shall remain Buyer's property, and shall be returned to Buyer on its request.
No right or obligation under this Purchase Order, including the right to receive moneys due and to become due hereunder, shall be assigned by Seller without the prior written consent of Buyer. Any purported assignment without such consent shall be void.
If any provision of this Purchase Order is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Purchase Order shall remain in full force and effect.
Failure by either party to insist upon strict compliance with any of the terms, conditions or covenants contained herein shall not constitute a waiver of the right by either party to insist upon strict compliance at any other time hereunder.
Any lenience granted to the Seller shall not constitute a waiver of any of Buyer's rights hereunder. If any part, term, or provision of these Terms and Conditions is declared illegal or in conflict with any law, rule, or regulation, the validity of the remaining Terms and Conditions shall not be affected thereby. These Terms and Conditions constitute the entire agreement of the parties relating to this transaction. The captions at the beginning of sections are used for convenience only and are not to be considered in attempting to construe any part hereof. These Terms and Conditions, and all disputes between the parties, shall be governed and interpreted in accordance with the laws of the state of Kansas, and the jurisdiction and venue for any action between the parties shall be solely and exclusively in Saline County, Kansas.
Last Updated May 2020