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Terms & Conditions- Supplier Purchase Order

Purchase Order Terms and Conditions

1. Acceptance and Terms and Conditions: Seller accepts this Order and any amendments by signing the acceptance copy of the Order and returning it to Purchaser promptly or communicating written acceptance. Even without such written acknowledgment, Seller’s full or partial performance under this Order will constitute acceptance of these Terms. By acceptance of this Order, Seller agrees to be bound by, and to comply with all these Terms, which include any supplements to it, and all specifications and other documents referred to in this Order. The purchaser may revoke at any time prior to Seller’s acceptance.

2. Cancellation: Purchaser may by written notice to Seller terminate all or any part of this Order if Seller fails to perform, or so fails to make progress as to endanger performance of this Order in accordance with its terms, and does not cure such failure within a period of ten days after receipt of notice from Purchaser specifying such failure. Seller will continue performance of this Order to the extent not terminated and will be liable to Purchaser for any excess costs for such similar goods or services. As an alternate remedy, and in lieu of termination for default, Purchaser, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Order price will be negotiated. If Seller does not comply with Purchaser’s delivery schedule, Purchaser may require delivery by fastest way and charges resulting from will be absorbed by the Seller, or elect to cancel the order and purchase from another Seller.

3. Price: This Order must not be filled at a price higher than shown on the face of the Order. If no price is set forth on the front of the Order, the goods or services will be billed at the price last quoted or at the prevailing market price, whichever is lower, and, in any event, goods and services ordered under this Order will not be billed at a higher price than last quoted or charged without Purchaser’s specific written authorization.

4. Invoicing: Invoices shall be rendered on completion of services or delivery of goods and shall contain the Purchase Order Number, item number, description of goods or services, quantities, unit prices, date rendered and total purchase price. Payment terms will begin on date of delivery or receipt of invoice, whichever comes later. Unless otherwise stated or agreed to, payment terms will default to (30) days from date of delivery or invoice, whichever comes later. Purchaser reserves the right to pay ahead of agreed payment dates.

5. Inspection: All goods and services will be subject to inspection and test by Purchaser at all times and places, including the period of manufacture and in any event prior to final acceptance. Goods rejected and goods supplied in excess of quantities ordered may be returned to the Seller at Seller’s expense. Payment, if any, made for any goods rejected hereunder shall be promptly refunded by Seller.

6. Delivery: Unless otherwise agreed in writing, Seller will not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet Purchaser’s delivery schedule. Goods shipped to Purchaser in advance of schedule may be returned to Seller at Seller’s expense unless authorized by the purchaser prior to delivery. Upon acceptance, Seller is required to provide purchaser with an estimated delivery date and provide updates of any material change in schedule.

7. Compliance with Laws: Seller represents and warrants that it is in compliance with and all goods and/or services supplied hereunder have been produced or provided in compliance with the applicable provisions of all federal, state, or local laws or ordinances and all related lawful orders, rules and regulations.