Standard Terms and Conditions for Purchase Orders

Acceptance – Seller’s commencement of work on the goods or services subject to this purchase order shall be deemed acceptance of the terms contained on the face of this purchase order and those terms contained herein.

Termination for Convenience – Purchaser may terminate this order or any part hereof for its sole convenience. In the event of such termination, Seller shall immediately stop all work hereunder, and shall immediately cause any of its suppliers or subcontractors to cease such work. Seller shall be paid a reasonable termination charge consisting of a percentage of the order price reflecting the percentage of the work performed prior to the notice of termination, plus actual direct costs resulting from termination. Seller shall not be paid for any work done after receipt of the notice of termination, nor for any costs incurred by Seller’s suppliers or subcontractors which Seller could reasonably have avoided.

Termination for Cause –Purchaser may also terminate this order or any part hereof for cause in the event of any default by the Seller, or if the Seller fails to comply with the terms of this order. Late deliveries, deliveries of goods which are defective or which do not conform to this order, and failure to provide Purchaser, upon request, reasonable assurances of future performance shall all be causes allowing Purchaser to terminate this order for cause. In the event of termination for cause, Purchaser shall not be liable to Seller for any amount.

Confidential Information – Seller shall consider all information furnished by Purchaser in connection with this order to be Confidential Information and shall not disclose any such information to any other person, or use such information itself for any purpose other than performing this contract, unless Seller obtains written permission from Purchaser to do so. Confidential Information includes drawings, specifications, or other documents prepared by Seller for Purchaser in connection with this order. Seller shall not advertise or publish the fact that Purchaser has contracted to purchase goods from Seller, nor shall any information relating to the order be disclosed without Purchaser’s written permission.

Warranty – Seller warrants that all goods or services furnished under this agreement shall conform to all applicable specifications and standards, and will be free from defects in material or workmanship. Seller agrees to replace or correct defects of any goods or services not conforming to the foregoing warranty promptly, without expense to Purchaser, when notified of such nonconformity by Purchaser.

Force Majeure – Purchaser may delay delivery or acceptance of goods or services furnished under this agreement due to causes beyond its control. Seller shall hold such goods at the direction of the Purchaser and shall deliver them when the cause affecting the delay has been removed. Purchaser shall be responsible only for Seller’s direct additional costs in holding the goods or delaying performance of this agreement at Purchaser’s request. Causes beyond Purchaser’s control shall include governmental action or failure of the government to act where such action is required, strike or other labor trouble, fire, or unusually severe weather.

Intellectual Property – Purchaser shall own any copyrightable works, ideas, discoveries, inventions, patents, goods, or other information (collectively “Intellectual Property”) developed in whole or in part by the Seller in connection with this order. Upon request, Seller shall sign all documents and otherwise cooperate with Purchaser as necessary to assign, confirm and perfect the exclusive ownership of all Intellectual Property rights in the goods to Purchaser.  

Insurance – In the event that Seller’s obligations hereunder require performance of services by Seller’s employees, or persons under contract to Seller, to be done on Purchaser’s property, or property of Purchaser’s customers, the Seller agrees that all such work shall be done as an independent contractor and that the persons doing such work shall not be considered employees of the Purchaser. Seller shall maintain all necessary insurance coverages, including public liability and Workman’s Compensation insurance. Seller shall indemnify and save harmless and defend Purchaser from any and all claims or liabilities arising out of the work covered by this paragraph.

Indemnification –Seller shall defend, indemnify and hold harmless Purchaser against all damages, claims or liabilities and expenses (including attorney’s fees) arising out of or resulting in any way from any defect in the goods or services purchased hereunder, any breach of the terms and conditions of this order, or from any act or omission of Seller, its agents, employees or subcontractors. This indemnification shall be in addition to the warranty obligations of Seller.

Changes – Purchaser shall have the right at any time to make changes in drawings, designs, specifications, materials, packaging, time and place of delivery and method of transportation. If any such changes cause an increase or decrease in the cost, or the time required for the performance, an equitable adjustment shall be made and this agreement shall be modified in writing accordingly. Seller agrees to accept any such changes subject to this paragraph.

Inspection/Testing – Purchaser shall have the right to inspect goods delivered hereunder and to reject any goods that are in Purchaser’s judgment defective or nonconforming. Goods rejected and goods supplied in excess of quantities called for herein may be returned to Seller at its expense. Nothing contained in this purchase order shall relieve the Seller from its obligation of testing, inspection and quality control. Purchaser shall have the right, at reasonable times, to inspect Seller’s premises and documentation related to Purchaser’s supply chain.

Audit Right – Purchaser shall have the right to audit product quality at Seller’s premises.

Entire Agreement – This purchase order and any documents referred to on the face hereof, constitute the entire agreement between the parties.

Assignments and Subcontracting – No part of this order may be assigned or subcontracted without the prior written approval of Purchaser.

Shipment – If meeting the specified delivery date requiresSeller to ship by a more expensive way than specified in this purchase order, any increased transportation costs resulting therefrom shall be paid for by Seller unless the necessity for such rerouting or expedited handling has been caused by Purchaser.

Waiver – Purchaser’s failure to insist on performance of any of the terms herein or to exercise any right or privilege or Purchaser’s waiver of any breach hereunder shall not thereafter waive any other terms of the same or similar type.

Liability – In no event shall Purchaser be liable to Seller for anticipated profits or for incidental or consequential damages. Purchaser’s liability on any claim of any kind for any loss or damage arising out of or in connection with this agreement shall in no case exceed the price allocable to the goods or services or unit thereof which gives rise to the claim. Purchaser shall not be liable for penalties of any description.

Compliance – Seller agrees that all goods and services supplied to Purchaser under this agreement will be in full compliance with all applicable laws. Seller further agrees that it shall not engage in the employment of child, forced, indentured, involuntary, prison or uncompensated labor.

Choice of Law – This purchase order and any contract formed hereunder shall be construed and enforced in accordance with the laws of the State of New York, without regard to conflicts of law rules.