Terms and Conditions

Effective Date:___________________    Version:1.0

These Terms and Conditions ("Terms") govern all Purchase Orders ("PO") issued by Buyer. Vendor's acknowledgment, shipment of goods, or commencement of services constitutes full acceptance of these Terms. Buyer expressly rejects any additional or conflicting terms contained in Vendor's quotations, acknowledgments, or other documents unless agreed to in a signed written amendment.

This Purchase Order ("PO") is an offer to purchase and becomes binding upon Vendor's written acknowledgment, commencement of work, or shipment of goods, whichever occurs first. Any acceptance conditional on Buyer's assent to additional or different terms is rejected unless expressly agreed to in writing by Buyer's authorized representative. Buyer reserves the right to withdraw this PO at any time prior to acceptance.

Payment terms are as stated on the face of the PO. Invoices must reference the PO number and be submitted to Buyer's accounts payable department. Payment is subject to receipt and acceptance of conforming goods. Buyer may offset amounts owed to Vendor against any amounts Vendor owes Buyer. Early payment discounts, if stated on the PO face, are earned if payment is made within the discount period calculated from the invoice date or date of delivery, whichever is later. Buyer shall not be liable for late payment charges unless separately agreed in writing.

The prices stated on the PO are firm and not subject to increase. Vendor warrants that prices are no less favorable than those offered to any other customer for similar quantities and delivery terms. Buyer is exempt from sales and use taxes where applicable; Vendor shall not invoice exempt taxes. Any applicable taxes for which Buyer is responsible will be separately stated on the invoice. For POs exceeding $100,000, Vendor must provide a W-9 or equivalent tax documentation prior to first payment.

Time is of the essence for all deliveries. If delivery is not made by the date specified, Buyer may: (a) cancel the PO in whole or in part without liability; (b) purchase substitute goods elsewhere and charge Vendor for excess cost; or (c) require expedited shipping at Vendor's expense. Unless otherwise stated, delivery terms are FOB Destination. Title and risk of loss pass to Buyer upon delivery and acceptance at the destination. Vendor bears all risk of loss or damage in transit unless FOB Origin is expressly stated on the PO face.

Buyer has the right to inspect all goods within thirty (30) days after delivery ("Inspection Period"). Buyer may reject any goods that do not conform to specifications, drawings, or samples. Rejected goods will be returned at Vendor's expense and risk. Payment prior to inspection does not constitute acceptance. Acceptance does not waive Buyer's right to revoke acceptance upon discovery of latent defects. Partial shipments are permitted only if authorized in writing on the PO face.

Vendor warrants that all goods: (a) conform to applicable specifications, drawings, and descriptions; (b) are free from defects in materials and workmanship; (c) are merchantable and fit for the purpose intended; (d) are free and clear of all liens, claims, and encumbrances; and (e) do not infringe any third-party intellectual property rights. The warranty period is the longer of: (i) twelve (12) months from delivery and acceptance, or (ii) the warranty period offered to Vendor's most favored customers. Vendor must promptly repair or replace, at Buyer's option, any nonconforming or defective goods at no charge to Buyer, including shipping costs. These warranties are in addition to any other warranties provided by law.

Buyer may, at any time by written order, make changes to the PO including quantity, specifications, delivery schedule, or place of delivery. If any change increases or decreases cost or time required, an equitable adjustment shall be made by written amendment signed by both parties. Vendor must assert any claim for adjustment within ten (10) business days of receiving the change order; failure to do so constitutes a waiver. No verbal changes are binding on Buyer.

Buyer may terminate this PO, in whole or in part, at any time for Buyer's convenience upon written notice to Vendor. Upon termination, Buyer's sole obligation is to pay for goods already delivered and accepted, plus reasonable, documented costs incurred by Vendor prior to notice of termination for work-in-progress directly allocable to the PO (not to exceed the PO value). Vendor must stop all work upon receipt of a termination notice and mitigate costs. Buyer shall not be liable for anticipated profits on unperformed work.

Buyer may terminate this PO immediately for cause if Vendor: (a) fails to deliver on time; (b) delivers nonconforming goods and fails to cure within five (5) business days of notice; (c) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or (d) breaches any material term of this PO. Termination for cause does not limit any other remedies available to Buyer.

Vendor shall defend, indemnify, and hold harmless Buyer and its officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from or related to: (a) Vendor's breach of any representation, warranty, or obligation under this PO; (b) negligence or willful misconduct by Vendor or its subcontractors; (c) any actual or alleged infringement of third-party intellectual property rights by the goods; or (d) any product liability claims arising from defects in the goods.

Throughout the term of this PO and for three (3) years thereafter, Vendor shall maintain at its own expense:

(a) Commercial General Liability — $1,000,000 per occurrence / $2,000,000 aggregate; (b) Workers' Compensation — statutory limits; Employer's Liability — $500,000; (c) Commercial Auto Liability (if applicable) — $1,000,000 combined single limit; (d) Products & Completed Operations — $2,000,000 aggregate; and (e) Umbrella/Excess Liability — $5,000,000 (required for POs exceeding $100,000).

Buyer must be named as Additional Insured on policies (a), (c), and (d). Vendor must provide certificates of insurance upon request and shall provide at least thirty (30) days' prior written notice of cancellation.

All specifications, drawings, technical data, pricing, and business information disclosed by Buyer in connection with this PO are Buyer's confidential information ("Confidential Information"). Vendor shall not disclose Confidential Information to any third party or use it for any purpose other than fulfilling this PO without Buyer's prior written consent. This obligation survives termination for three (3) years. Vendor shall not publicize the existence of this PO or use Buyer's name in any marketing without Buyer's prior written consent.

All inventions, designs, works of authorship, and other intellectual property created by Vendor specifically for Buyer under this PO are works made for hire and are Buyer's sole property. To the extent any deliverable does not qualify as a work made for hire, Vendor hereby assigns all right, title, and interest therein to Buyer. Vendor retains ownership of pre-existing intellectual property but grants Buyer a perpetual, royalty-free license to use such pre-existing IP to the extent incorporated into deliverables. Vendor warrants that the goods do not infringe any third-party intellectual property rights.

Vendor shall comply with all applicable federal, state, and local laws and regulations, including but not limited to: export control laws (EAR, ITAR); environmental laws; labor and employment laws (including prohibitions on child or forced labor); the Foreign Corrupt Practices Act (FCPA) and applicable anti-bribery laws; and product safety regulations. Vendor shall maintain records sufficient to demonstrate compliance and provide them to Buyer upon request. Vendor shall promptly notify Buyer of any investigation, violation, or potential violation related to goods supplied under this PO.

Neither party is liable for delays caused by events beyond its reasonable control, including acts of God, war, terrorism, pandemic, government action, or natural disaster ("Force Majeure Event"), provided the affected party: (a) gives written notice within five (5) business days of the event; (b) uses commercially reasonable efforts to mitigate the delay; and (c) resumes performance as soon as practicable. If a Force Majeure Event continues for more than thirty (30) days, Buyer may terminate without liability. Supply shortages, labor disputes internal to Vendor, or economic conditions are not Force Majeure Events.

The parties shall attempt in good faith to resolve disputes through direct negotiation within twenty (20) business days of written notice of dispute. If unresolved, disputes shall be submitted to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA), with a single arbitrator, conducted in Montclair, NJ. Judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek emergency injunctive relief in court without waiving the right to arbitrate. The prevailing party is entitled to reasonable attorneys' fees and costs.

This PO is governed by the laws of the State of New Jersey, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded. Any permitted court proceedings shall be brought exclusively in the state or federal courts located in Essex County, New Jersey, and both parties consent to such jurisdiction and venue.

Vendor represents and warrants that it has not made, offered, or authorized, and will not make, offer, or authorize, any payment, gift, or other benefit to any government official, political party, or any person acting on Buyer's behalf in connection with this PO, in violation of any applicable anti-bribery or anti-corruption law. Vendor shall maintain accurate books and records with respect to this PO. Breach of this provision entitles Buyer to terminate immediately and seek full indemnification.

Vendor may not assign this PO or subcontract a material portion of the work without Buyer's prior written consent. Any attempted assignment without consent is void. Buyer may assign this PO to any affiliate or successor without Vendor's consent. Vendor remains liable for the acts and omissions of approved subcontractors as if performed by Vendor directly.

BUYER'S LIABILITY FOR ANY CAUSE IS LIMITED TO THE AMOUNT PAID OR PAYABLE UNDER THE APPLICABLE PURCHASE ORDER. NEITHER PARTY IS LIABLE FOR INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EXCEPT WITH RESPECT TO INDEMNIFICATION OBLIGATIONS AND BREACHES OF CONFIDENTIALITY. These Terms, together with the PO face, constitute the entire agreement between the parties and supersede all prior understandings. No waiver is effective unless in writing. If any provision is held unenforceable, the remainder continues in full force. Notices must be in writing and delivered by certified mail or nationally recognized overnight courier to the addresses on the PO face. These Terms may only be modified by a written amendment signed by authorized representatives of both parties.

 

ACKNOWLEDGMENT OF TERMS

By signing below or by fulfilling any portion of a Purchase Order referencing these Terms, Vendor agrees to be bound by all provisions herein.

Authorized Signature:

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Print Name & Title:

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Company Name:

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Date:

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