General Purchase Order Terms & Conditions 

Seller agrees to provide to Buyer (hereinafter referred to as “BUYER”) the services (“Services”) and/or goods (“Goods”), described in any purchase order, in accordance with these General Purchase Order Terms and Conditions, hereafter referred to as the “Order”. Upon acceptance of a purchase order, shipment of Goods, or commencement of a Service, Seller shall be bound by the provisions of the Order, including all provisions set forth on the face of any applicable purchase order whether Seller acknowledges or otherwise signs the Order or the purchase order unless Seller objects to such terms in writing prior to shipping Goods or commencing Services. This writing does not constitute a firm offer and may be revoked at any time prior to acceptance. The Order may not be added to, modified, superseded, or otherwise altered, unless expressively agreed to in writing and duly executed by an authorized officer (or his/her authorized designee) of BUYER. Any terms or conditions contained in any acknowledgment, invoice, or other communication of Seller, which are inconsistent with the terms and conditions herein, are hereby rejected. To the extent that this Order might be treated as an acceptance of Seller’s prior offer, such acceptance is expressly made on condition of assent by Seller to the terms hereof and shipment of the Goods or beginning performance of any Services by Seller shall constitute such assent. BUYER hereby reserves the right to reschedule any delivery or cancel any purchase order issued at any time prior to shipment of the Goods or prior to commencement of any Services. BUYER shall not be subject to any charges or other fees because of such cancellation. The Order constitutes the entire agreement and understanding between BUYER and Seller and supersedes all prior agreements and understandings, whether written or oral, regarding the subject matter of the Order. 

The purchase order shall be interpreted and enforced in accordance with the laws of the state in which BUYER maintains its principal place of business (Governing State) regardless of any principles of conflicts of laws of any jurisdiction. In addition to the rights provided herein, regardless of whether Goods are being sold, leased, or licensed, or whether services are being performed. Seller and BUYER agree that both parties have all the rights, duties, and remedies available under the Uniform Commercial Code as adopted in the Governing State. Any disputes arising under, or in connection with the purchase order will be subject to the exclusive jurisdiction of the courts located in the Governing State. 

Time is of the essence. Delivery of Goods and Services shall be made pursuant to the schedule, via the carrier, and to the place specified on the face of the applicable purchase order. Seller shall furnish sufficient labor and management forces, plant, and equipment and shall work such hours (including night shift, overtime, and holiday work, without additional cost to BUYER) as may be required to assure timely delivery and performance. Unless otherwise expressively stated in the Order, the delivery point for all deliveries under the Order shall be F.O.B. Destination or Trade Term Ex Works, with the purchase price being inclusive of all international and domestic freight, duties, insurance, and other costs, fees, and expenses associated with delivering the ordered Goods from their point(s) of origin to the shipping destination. 

All delivered Goods shall be packed and packaged in accordance with instructions or specifications in the purchase order or referred to in drawings or specifications for the Goods or Services hereunder. In the absence of any such instructions or specifications on packing and packaging, Seller shall comply with the best commercial practices for shipments, complying with carrier regulations. BUYER’s purchase order number must appear on all shipping containers, packing sheets, delivery tickets, and bills of lading. A packing list showing purchase order numbers and an itemized description of contents must be included in each package. All shipments against this Order that are to be forwarded on one day, via the same mode to one delivery address on one bill of lading or air bill shall be consolidated. 

Seller shall deliver all drawings, technical data, instruction manuals, and parts lists that are necessary to install, use, maintain, consume, or dispose of the Goods or Services furnished in the Order. 

BUYER reserves the right to return, shipping charges collect, and all Goods received in advance of the delivery schedule unless prior permission has been granted by BUYER for advance delivery. If no delivery schedule is specified, the order shall be filled promptly, and delivery will be made by the most expeditious form of land transportation. If no method of shipment is specified in the Order, Seller shall use the least expensive carrier. 

The Goods shipped, or work performed against the Order shall not be invoiced at a higher price than shown without the express written consent of BUYER. No charges will be allowed for packing, crating, freight, freight surcharges, shipping, shipping insurance, taxes, expedited delivery, or cartage, except as expressively provided in the Order. If price is omitted in the Order, the parties agree that the purchase price shall be the lowest prevailing market price charged by Seller. 

Except as otherwise expressly provided in the Order, Seller shall be solely responsible for the timely payment of all local, state, and federal taxes and assessments applicable to the Goods and Services included in the Order or any amounts paid by Buyer to Seller pursuant to the Order. Any taxes paid or reimbursed by Buyer to Seller under the Order shall be timely paid by Seller to the applicable taxing authorities. 

Seller assumes all risk of loss until receipt by BUYER. Title to Goods shall pass to BUYER upon receipt of the Goods at the designated destination. If the Goods ordered are destroyed prior to title passing to BUYER, BUYER may at its option cancel the Order or require delivery of substitute Goods of equal quantity and quality. Such delivery will be made as soon as commercially practical. If the loss of Goods is partial, BUYER shall have the right to require delivery of the Goods not destroyed. 

Unless different payment terms appear in the purchase order, the following payment terms shall apply: (1) BUYER shall have no obligation to pay for any Goods or Services until BUYER receives a written, itemized invoice from Seller in a form acceptable to BUYER, but that shall include at a minimum (a) the Purchase Order number(s). (b) Seller’s legal name and mailing address. (c) the total invoiced amount, and (d) such detail as is reasonably necessary to permit BUYER to evaluate the Goods received and the Services performed, including but not limited to, the number of hours worked and the applicable hourly rate(s), if requested by BUYER. Applicable taxes and other charges such as shipping costs, duties, customs, tariffs, imposts, and government-imposed surcharges shall be stated separately on Seller’s invoice. Seller shall provide BUYER with supporting documentation in a form acceptable to BUYER for all invoiced Goods and Services. BUYER shall pay all verified invoices within thirty (30) calendar days of receipt, or as negotiated, and if Seller fails to object to any payment by BUYER within fifteen (15) calendar days after payment is sent, Seller shall be deemed to have waived any objection to such payment or the inadequacy thereof. Payment is made when BUYER’s check is mailed. 

By furnishing Goods and Services under the Order, Seller warrants that the Goods and Services furnished will be free from defects in materials and workmanship and safe to use, consume or dispose of, be merchantable and in full conformity with BUYER’s specifications, drawings, and data, and Seller’s descriptions, promises, or samples will be fit for the ordinary purposes for which such Goods and Services are used; will be adequately contained, packaged, and labeled; will conform to the terms of the Order, and will be fit for the BUYER’s intended use provided the Seller has reason to know of such use; and that Seller will convey good title to the Goods, free and clear of all liens, claims, and encumbrances. These warranties shall survive acceptance of the Goods and Services and are in addition to any warranties of additional scope given to BUYER by Seller. No implied warranties by Seller are excluded or disclaimed. 

All Goods furnished under the Order will be subject to BUYER’s final inspection and approval at BUYER’s premises within a reasonable time after delivery, irrespective of payment date. BUYER may reject Goods not in accordance with the Order terms or Seller’s warranties (expressed or implied). BUYER may return rejected Goods to Seller at Seller’s expense and Buyer shall have no further obligation for such Goods. Payment for, physical possession by BUYER of, or acknowledgment of receipt of, any Goods shall not be deemed accepted, and in no event shall BUYER incur any liability for payment for rejected Goods. BUYER shall have a reasonable time (not less than thirty (30) calendar days to submit claims of weight, quantity, loss, or damage to delivered Goods. BUYER will calculate damages on claims and may deduct the amount from Seller’s invoice. If the invoice was previously paid, Seller will promptly reimburse the amount of damages to Buyer. Seller shall assume responsibility for and will pay any and all loss, cost, damage, or expense, including attorney’s fees and cost of replacement incurred by BUYER, attributed to BUYER’s rejection of Goods due to any non-conformity of the Goods, packaging, delivery, or any other defect. BUYER reserves the right to have a representative (either BUYER’s personnel or contracted personnel) in Seller’s facilities to inspect any material covered by the purchase order at any reasonable time from the start of manufacturing until the final shipment of conforming Goods. 


The personnel of Seller used to perform any work under this Order shall at all times be and remain employees or subcontractors of Seller, and the relationship of Seller to BUYER shall at all times be that of an independent contractor. Nothing contained in the Order or in any other document that may be executed in connection with the Order shall be deemed or construed to create an employer-employee, master-servant, or agent-principal relationship or partnership or joint venture relationship between BUYER and Seller or between BUYER and any personnel of Seller. Compliance by Seller and any subcontractors with project procedures, specifications, or drawings issued by BUYER shall not affect Seller’s status as an independent contractor and shall not relieve Seller of Seller’s obligations under the Order. Seller may not represent itself to be an agent, employee, affiliate, or legal representative of BUYER for any purpose whatsoever, and Seller does not have any right, power, privilege, or authority to assume or create any obligation, agreement, or contract, express or implied, for or on behalf of BUYER, or to otherwise bind BUYER in any manner whatsoever. 

Seller shall be covered by policies of insurance in forms and amounts as will protect Indemnified Parties from any loss which may result, in any way, from any act or omission of Seller, its agents, employees, or subcontractors, and form any claims under applicable worker’ compensation laws or regulations and as otherwise satisfactory to BUYER. Seller shall provide certificates of insurance and endorsements to BUYER evidencing that all insurance coverage required by BUYER is in full force and effect. All insurance obligations of Seller are in addition to Seller’s obligations of indemnity and shall not be construed as limiting Seller’s indemnity obligations to the amount of the insurance coverage. 

If Seller’s work under this Order involves operations by Seller on Buyer’s premises, Seller shall perform all work in such a manner so as to cause minimal interruption in BUYER’s business operation, and Seller shall take all necessary steps and precautions throughout the performance of the work to assure a safe workplace and safe working conditions for its employees and subcontractors, as well as BUYER’s employees, customers, and other subcontractors, and to otherwise protect all persons and property from damage or injury. Seller shall always leave BUYER’s premises and Seller’s worksites free from accumulation of waste materials and rubbish due to the performance of any work. Seller acknowledges, understands, and agrees that BUYER’s property and facilities may include active industrial sites and that inherent risks and dangers are involved within its presence at such property and facilities, and Seller hereby assumes all risks of injury to the person and property of the Seller, its employees, subcontractors, agents, and representatives that may be sustained while present at BUYER’s property and facilities. Further, and to the extent applicable at the sole discretion of BUYER, prior to entering BUYER’s property and facilities, for the performance of the purchase order or otherwise, all employees, subcontractors, and other persons associated with Seller, shall receive training regarding any hazards that may be encountered upon the BUYER’s property and facilities and may be required to execute a waiver of liability in the form provided by BUYER. 


Insurance recoveries or policies, warranties, or other obligations of Seller under the Order shall not in any way limit this indemnity. All claims for monies due or to become due from BUYER shall be subject to deduction by BUYER for any setoff or counterclaim arising out of this Order or any other transaction with Seller or Seller’s affiliates, whether such setoff or counterclaim arose before or after any permitted assignment by Seller or Seller’s affiliates. 

BUYER shall not be liable to Seller for any special, incidental, punitive, exemplary, consequential damages, or lost profits arising out of or related, in whole or in part, to the Goods and Services furnished under the Order. This exclusion shall apply regardless of whether the liability arises in tort or contract, at law or equity. 


Unless otherwise stated in the purchase order, the parties recognize, acknowledge, and agree that failure by either party to enforce any term of the Order shall not constitute a waiver of any rights or deprive either party of the right to insist thereafter upon strict adherence to that or any other term of the Order, nor shall a waiver of any breach of the purchase order constitute a waiver of any preceding breach. No waiver of any of the provisions of the Order, unless expressly stated otherwise in the Order, shall be valid and binding unless it is in writing and signed by the party against whom it is sought to be enforced. 


Seller acknowledges and agrees that while performing work described in the Order and otherwise, Seller may become exposed to proprietary, confidential, sensitive, non-public, or trade secret information concerning the business and operations of BUYER (Confidential Information). Seller shall hold Confidential Information in strict confidence and shall not directly or indirectly disclose Confidential Information during the term of the Order or thereafter to any third party or make use of Confidential Information except as required in the performance of the work described in the Order or as required by order of any court or body or agency of competent jurisdiction, provided, however, that Seller shall give BUYER prior written notice of any such disclosure and shall cooperate with BUYER if BUYER seeks a protective order or similar protection as BUYER may deem appropriate to preserve the confidential nature of such information. Seller agrees that any breach of this Section will cause BUYER substantial and irrevocable damage, and therefore, in the event of any such breach, in addition to any other remedies which may be available, BUYER shall have the right to specific performance and injunctive relief, as well as attorney’s fees and costs for enforcing this Section. Seller agrees to take all necessary steps to ensure that all its employees and subcontractors who are engaged in the performance of the work described in the Order are aware of this Section and fully comply with the restrictions set forth herein. The restrictions contained in this Section are necessary for the protection of the business and the goodwill of BUYER and are considered by Seller to be reasonable for such purposes. 

Seller grants BUYER and successors a nonexclusive, royalty-free, fully paid irrevocable, perpetual, and transferable license under patents, copyrights, trademarks, and other intellectual property rights now or hereafter owned by or licensed to Seller to use, modify, alter, enhance, change supplement, repair, replace, upgrade, transfer, sell, or otherwise enjoy the specific Goods purchased herein, including without limitation, all related parts, components, equipment, materials, software, hardware and systems. In so doing, Seller represents and warrants that it is lawfully authorized to license or sublicense such rights to BUYER. SELLER SHALL TO THE FULLEST EXTENT PERMITTED BY LAW INDEMNIFY, DEFEND, SAVE, AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL LOSSES FOR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY DATA OR INTELLECTUAL PROPERTY RIGHTS RELATING TO THE GOODS FURNISHED UNDER THE PURCHASE ORDER OR ANY PART, PROCESS OR COMPONENT THEREOF. BUYER shall notify Seller in writing of any such loss and shall cooperate fully in the defense of any such law. If the goods furnished under the Order, or any part, process, or component thereof are held to infringe, and their use is enjoined, Seller, at its expense, will promptly procure for BUYER the right to continue using the Goods, part, process, or component, replace them with a substantially equivalent non-infringing product, or modify them so they become non-infringing with substantially equivalent performance. BUYER reserves all its rights and BUYER may return infringing goods to Seller at Seller’s expense, and Seller shall promptly refund the purchase price to BUYER. 

With respect to any drawings, designs, plans, sketches, diagrams, technical materials, data, parts lists, and similar documents or electronic materials provided to BUYER as that were created or developed by Seller in connection with Goods under the Order that were custom or specially manufactured or assembled for BUYER, and without additional consideration to Seller, Seller grants BUYER the right to use, copy, alter, modify, enhance, change, or supplement any such materials directly or indirectly through the use of a third party, and the right to disseminate any such materials in their original or altered form to third parties for purposes of modifying, altering, changing, enhancing, repairing, maintaining, or supplementing the applicable custom or specially manufactured or assembled goods furnished by Seller under the Order. 

All special dies, molds, patterns, jigs, fixtures, documents, plans, drawings, specifications, computer programs, records, files, Confidential Information, and any other property that BUYER furnishes to Seller or specifically pays for, for use in the performance of the Order or otherwise, shall be and remain the sole and exclusive property of BUYER, shall be subject to immediate removal, destruction, or return upon BUYER’s instruction, shall be for BUYER’s exclusive use, shall be held at Seller’s risk, and shall be kept insured at Seller’s expense while in custody or control in an amount equal to replacement cost, with BUYER named as an additional insured and as a loss payee under insurance policies written by insurance companies acceptable to BUYER in BUYER’s sole judgment. Seller will furnish copies of policies or certificates of insurance at BUYER’s request.


Seller warrants that the products sold or furnished under the Order have been and will be produced and furnished in full and complete compliance with all present and future applicable environmental laws and regulations, including but not limited to requirements, if applicable, that chemical substances furnished under the Order be reported for the EPA Toxic Substances Control Act inventory. Seller shall furnish to BUYER specific instructions for the use and disposal of products furnished under the Order in compliance with all such environmental laws and regulations, and upon BUYER’s request, all certificates, and forms as necessary in BUYER’s judgment to certify compliance with all such environmental laws and regulations. Prior to the use or delivery of any chemical or hazardous product on BUYER’s property, Seller shall submit a current Material Safety Data Sheet (MSDS) for each product. If Seller uses any products on Buyer’s property under a purchase order to Seller to perform services, Seller shall use the products only as intended by the manufacturer, will remove all products from BUYER’s property following use of products, shall not dispose of any products on BUYER’s property, including empty containers of product, and shall clean up and properly dispose of any waste generated from spills, leaks, and other occurrences. 

BUYER may terminate the Order for any reason, in whole or in part, at any time upon written notice to Seller. Upon receipt of such termination notice, Seller shall promptly comply with the directions contained in such notice and shall as required take actions necessary to terminate the work as provided in the notice, minimizing costs and liabilities for the terminated work. Seller shall protect, preserve, and deliver in accordance with BUYER’s instructions any property related to the Order in Seller’s possession and continue the performance of any work not terminated by BUYER.

BUYER may also, by written notice to Seller, terminate the whole or part of the Order for default if Seller fails to perform its obligations under the Order or if at any time BUYER has reasonable grounds to believe that Seller will not be able to perform as required by the Order. If Buyer terminated all or part of the Order for default, BUYER may procure, upon terms and in a manner it deems appropriate, Goods and Services similar to those terminated. In addition, BUYER may require Seller to deliver any completed or uncompleted Goods related to the Order by agreeing to pay Seller as specified below. 

On termination by BUYER, Seller at the time of termination may have in stock or on firm order, completed or uncompleted items or raw, semi-processed, or completed materials for use in fulfilling the Order. For completed items or materials, BUYER shall either require delivery of all or part of the completed Goods and make payment at the purchase order price or, without taking delivery, pay the Seller the difference, if any, between the purchase order price and the market price (if lower) at termination. For uncompleted items or raw or semi-processed materials, BUYER shall either require Seller to deliver all or part of such Goods at the portion of the purchase order price representing the stage of completion or pay Seller the amount of the purchase order price representing the stage of completion reduced by the higher of the market or scrap value of the Goods at that stage of completion. Goods which Seller has a firm order, BUYER may, at its option, either take an assignment of Seller’s rights under the Order or pay the cost, if any, of settling or discharging Seller’s obligations under the Order. If BUYER terminates for default, Seller shall be liable for additional costs, if any, for the purchase of such similar Goods and Services to cover such default. Payment to Seller hereunder shall be the sole and exclusive remedy available to Seller in the event of a termination by BUYER. BUYER’s rights and remedies under this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under the purchase order. 

Fires, floods, strikes, lockouts, epidemics, accidents, or other causes beyond the reasonable control of Seller which prevents Seller from delivering or Buyer from receiving any of the goods and services covered by the Order, shall suspend deliveries until the cause is removed, provided Seller promptly informs BUYER of the cause of the excusable delay and the estimated time of the delay, in writing, and subject to BUYER’s right of termination under the Order. If BUYER does not elect to terminate, the goods or services will be promptly delivered when the cause is removed. If the cause for delay is a failure of a part of Seller’s production facilities or a source of supply for Seller, Seller must apportion available production or supplies to provide goods and services required hereunder to BUYER on an equitable basis, and Seller must use good faith efforts to obtain an alternative source of supply. 

The Order shall be enforceable to the fullest extent allowed by law. If any provision of this Order shall be deemed to be invalid, unlawful, illegal, void, or inoperative, for any reason, such provision shall be struck from the Order and otherwise the Order shall continue in full force and effect. 

BUYER may assign, transfer, or subcontract the purchase order or any right or obligation set forth in the purchase order without the consent of Seller. 

Seller shall not assign, transfer, or subcontract the Order or any right or obligation set forth in the Order without the prior written consent of BUYER, which may be withheld for any reason. Any unauthorized assignment, transfer, or subcontract shall be void and ineffective. Seller further agrees that all Goods and Services furnished under the Order by any subcontractor shall be furnished pursuant to and in compliance with all terms of the Order. Seller shall take all actions necessary to assure that any such subcontractor complies with the terms of the Order and that Seller shall be responsible to BUYER for said compliance of all Goods and Services furnished by subcontractors as if said compliance of Goods and Services had been furnished by Seller. Unless legally required to do so, BUYER shall not be obligated to accept the performance of the Order from any other party, including the Seller as a debtor in any case under Title 11 of the United States Code. 

Seller shall comply fully with all applicable federal, state, and local laws in the performance of this Order including, but not limited to, all applicable employment, tax, export control, and environmental laws including but not limited to the Fair Labor Standards Act of 1938, as amended, the Occupational Safety and Health Act of 1970, as amended, The Federal Regulations relating to Minority Business Enterprises, the Federal Acquisitions Regulations, the Anti-Kickback Act of 1986, and any law, rule or regulation pertaining to equal employment opportunity, wage payment, employer discrimination, pension benefits, health benefits, disability benefits, retirement benefits, unemployment compensation, workers compensation, health and safety, the environment, labor relations, and the use possession, sale and distribution of alcohol and drugs. BUYER reserves all rights and abilities that are necessary to its satisfactory compliance with any duties, requirements, obligations, or responsibilities that may exist under applicable law, and Seller agrees to fully cooperate with BUYER in this regard and to provide any supporting documentation that BUYER deems necessary; provided, however, that nothing stated in this Section or the Order shall impose a duty upon BUYER to monitor or insure Seller’s compliance with applicable law, which shall remain the responsibility of Seller itself. If delivery is to be made within the United States from another country, Seller is responsible for complying with all import and export laws and regulations, obtaining all required governmental approvals and licenses, and the payment of all customs and duties in connection with the performance of the Order. 

Except with respect to the rights of any affiliated entity of BUYER to enforce the restrictions contained in the Order that are specifically applicable to BUYER’s affiliates and the rights of the Indemnified Parties, nothing in the Order, express or implied, is intended to or shall confer any rights, remedies, or benefits upon any person, including, without limitation, any affiliates, employees, representatives, contractors, or agents of Seller, other than the parties hereto and their
respective successors or permitted assigns. 

The descriptive headings contained in the Order are included for the convenience of reference only and shall not affect in any way the meaning or interpretation of the Order. 

BUYER reserves the right at any time to change, by written notice, specifications, drawings, and/or data incorporated in the Order where the items to be furnished are to be specially manufactured for BUYER, including the quantity, methods of shipment or packaging, place of delivery, time of delivery, and any other matters affecting the Order. If any change by BUYER causes an increase or decrease in the cost of, or the delivery schedule for, the Order, the Seller shall make an equitable adjustment in the contract price or delivery schedule, or both. Any claims by Seller for adjustment under this clause shall be deemed waived unless asserted in writing within ten (10) days from Seller’s receipt of change. No additions to or modifications of price, delivery method or schedule, quantity, quality, specification, or any other term of the Order will be effective unless agreed to in writing by BUYER. 

Notwithstanding the expiration, termination, or completion of the Order, any duty or obligation which has been incurred and which has not been fully observed, performed, or discharged, and any right, unconditional or conditional, which has been created and has not been fully enjoyed, enforced, or satisfied, including but not limited to the duties, obligations, and rights with respect to payment, confidentiality, insurance, warranty, intellectual property, environmental and other regulatory compliance, and indemnification, shall survive such expiration, termination, or completion until such duty or obligation has been fully observed, performed, or discharged and such right has been enforced, enjoyed or satisfied. 

Except for purchase orders which may be sent by local mail, facsimile transmission, or electronically transmitted, all notices required under the Order shall be in writing and be deemed given when delivered by hand or upon confirmed receipt of a facsimile transmission: two (2) days after being deposited with an overnight courier; at the time received by the addressee if communicated through e-mail; or five (5) days after mailing, postage prepaid by registered or certified mail, written receipt requested.