Terms of service
PURCHASE ORDER TERMS AND CONDITIONS
IMPORTANT - READ CAREFULLY
1. ACCEPTANCE; PURCHASE ORDER CONSTITUTES
ENTIRE AGREEMENT - This Order constitutes Buyer's offer and
may be accepted by Seller (or Contractor where applicable) only
in accordance with the terms hereof. Any acceptance herein of an
offer of Seller, or any confirmation herein of a prior agreement
between Buyer and Seller, is expressly made conditional on
Seller's assent to the additional or different terms contained
herein. This Order may be accepted by Seller by commencement
of work, shipment of goods, or furnishing of services hereunder.
Dispatch of Seller's acknowledgement form or other written
document will also act as an acceptance if it agrees with this
Order with respect to the description, amount, price and time of
delivery of the goods or services ordered. Notwithstanding any
waiver in any instance, or any oral agreement, or any instructions,
terms and conditions that may be contained in any quotation,
acknowledgement, invoice or other written document of Seller, no
addition to, waiver for the future or modification of, any of the
provisions herein contained shall be of any force or effect unless
made in writing and executed by Buyer. All orders must
have an accompanying purchase order.
2. CHANGES - Buyer shall have the right at any time to make
changes in this Order by written notice to Seller, and Seller agrees
to comply with such changes. If such changes cause a material
increase or decrease in Seller's costs or time of performance of
this Order, Seller shall notify Buyer immediately and negotiate an
adjustment.
3. PRICE - If this Order is not priced it shall not be filled at prices
higher than those last quoted and charged Buyer for the same
articles. Charges for boxing, packaging or cartage will not be
allowed or paid by Buyer unless otherwise expressly stated on
this Order. Goods are purchased on a delivered basis. An element
of freight is included in the purchase price of the materials. All
freight charges are to be paid by the supplier to the carrier without
further liability to xpedx, LLC, its divisions, subsidiaries or
affiliates, or its customer and/or consignee.
4. SHIPPING - Buyer reserves the right to route all shipments.
Delays in shipment shall be reported immediately by Seller to
Buyer. Every package or other shipping unit, bill of lading,
shipping memorandum and invoice must be marked with Buyer's
Purchase Order Number. Seller's serial numbers must be shown
on all shipping papers and invoices.
5. TIME OF THE ESSENCE - Time of shipment and of other
aspects of performance hereunder is of the essence of this
agreement.
6. DELIVERY/TITLE - Unless otherwise agreed, delivery shall
be FCA, Free Carrier, and title shall pass to Buyer upon
acceptance at the freight forwarder. Risk of damages or loss
following shipment and prior to acceptance by Buyer shall be the
12. PACK LIST - Seller must provide a pack list for each and
every shipment against the Order. Purchase order number, part
number, quantity ordered and shipped quantity must be on the
pack list.
13. PATENT INDEMNITY – Unless otherwise agreed, Seller
agrees to indemnify, save harmless and defend Buyer from and
against any and all suits, claims, damages, costs, and attorney's
fees arising out of or in connection with any infringement or
claimed infringement of any United States patent, trademark or
copyright in the manufacture, use or sale of the equipment or
materials furnished under this Order. In case said equipment or
material is in such suit, or in final adjudication elsewhere, held to
constitute infringement, and the use thereof is enjoined, Seller
shall, at its own expense, either procure for Buyer the right to
continue using said equipment or material, or at the option of
Buyer either replace same with equally efficient noninfringing
equipment or material, or modify it without impairing its efficiency
so it becomes noninfringing, or remove said equipment or material
and refund the purchase price and the transportation and
installation costs thereof.
14. INDEMNITY AND INSURANCE - Seller shall defend,
indemnify and hold harmless Buyer from any claims, suits,
judgments, fees and costs (including attorney's fees) based on or
arising out of the Seller’s products, services and/or the resale or
use of the products purchased hereunder including death,
personal injury, or damage to property. Seller agrees to procure
and maintain the following insurance coverage: (a) Commercial
General Liability insurance, endorsed to name Buyer, operated by
xpedx, LLC, as an additional insured, with limits not less than
$1,000,000 per occurrence, $1,000,000 Products/Completed
Operations, $1,000,000 Personal/Advertising, (b) Commercial
Auto insuring all vehicles used by Seller (including all owned,
hired and non-owned vehicles), and (c) Worker’s Compensation
with statutory limits and a waiver of subrogation in favor of Buyer,
and Employer’s Liability with limits not less than $500,000 each
accident and $5,000,000 Disease – Each Employee. Evidence of
such coverage, in the form of a Certificate of Insurance and
providing for thirty (30) days notice to xpedx, LLC prior to
cancellation, shall be sent to Buyer not later than seven (7) days
following Seller's acceptance of this Order.
15. COMPLIANCE WITH LAWS - All goods, services and
technical information provided by Seller to Buyer are subject to
the export control laws and regulations of the United States of
America, including, without limitation, the International Traffic in
Arms Regulation (ITAR) (22 C.F.R. 120 et seq.) or the Export
Administration Regulations, 15 C.F.R. 730-774, and may be
subject to export or import regulations in other countries. Buyer
7. RIGHT OF INSPECTION AND REJECTION - Material and
equipment supplied by Seller shall be received subject to Buyer's
inspection and approval within a reasonable time after delivery,
notwithstanding prior payment. If specifications or warranties are
not met, material and equipment may be returned at Seller's
expense. No material or equipment returned to Seller as defective
shall be replaced except upon Buyer's formal authorization.
8. ASSIGNMENT - Neither this Order, nor any interest therein, nor
shall any claim arising hereunder be transferred or assigned by
Seller without the prior written consent of Buyer. Buyer may
transfer or assign the benefits of this agreement, in whole or in
part, including without limitation the Seller’s warranty, without the
approval of Seller.
9. GOVERNING LAW - This Order, and the rights and obligations
of the parties thereto, shall be determined in accordance with the
laws of the State wherein the equipment or material shall be
installed, or wherein the work shall be performed herein.
10. WARRANTY - Seller warrants that all goods or services
furnished pursuant to this Order will be free from defects in
material or workmanship and will be in conformity with the
requirements of this Order, including drawings and specifications,
if any, and reasonably fit for the purpose disclosed in this Order or
in such drawings and specifications, and Seller further warrants
that such goods or services will be merchantable and fit for the
purpose for which they are sold, and where design is Seller's
responsibility, will be free from defects in design. Buyer's approval
of Seller's design or material shall not be construed to relieve
Seller of the warranties set forth herein. Without limitation of any
rights which Buyer may have at law by reason of any breach of
warranty, goods which are not as warranted may at any time
within twelve (12) months after delivery be returned at Seller's
expense. Buyer at its option may require Seller either to replace
such goods at no increase in price (Seller must pay all repacking,
transportation and handling charges both ways) or to refund the
purchase price and any charges in connection therewith.
11. INVOICES - All invoices shall be mailed to Buyer at its office
as indicated on the face of the Order or emailed to ap@togllc.com
and will state Buyer's Purchase Order Number clearly on the
Invoice. Invoice and duplicates shall be rendered for each order or
for each shipment if more than one is made on an order. No
invoice shall be delivered by Seller to any employee of Buyer. An
itemized delivery ticket, bearing Buyer's Purchase Order Number
as shown hereon, must be left with the goods to insure their
receipt. If delivery is made by carrier, an itemized delivery ticket
must be attached to the package or other shipping unit. The
payment discount period will date from receipt of the invoice and
not from the date of the invoice. In case of errors on an invoice,
the payment discount period will date from the receipt of corrected
invoices. Seller shall use the lowest published freight rates and
any excess transportation charges incurred, including any that
deviate from the published tariff rates, are to be borne by the
Seller.
agrees that it will not export or re-export the aforementioned to
any restricted/embargoed country as may be designated from
time to time by the U.S. Government unless otherwise authorized
by the U.S. Government. Buyer further agrees that it will not sell,
transfer, export or re-export goods for use in activities that involve
the development, production, use or stockpiling of nuclear,
chemical, biological weapons or missiles, nor use such goods in
any facilities that are engaged in activities related to such
weapons or their delivery systems (e.g., ballistic missile systems,
space launch vehicles, etc.). Buyer acknowledges that U.S. law
prohibits the sale, transfer, export, re-export to, or participation in
any export transaction involving goods with individuals or
companies listed in the U.S. Department of Commerce’s Denied
Persons List, Entity List, or Unverified List; the U.S. Department of
Treasury's Specially Designated Nationals and Blocked Persons
Lists; or the U.S. Department of State’s Debarred Persons List.
Buyer agrees to indemnify and hold Seller harmless from any
claims or liability arising from Buyer's failure to comply with all
such export control laws and regulations.
16. CHEMICAL SUBSTANCE IDENTIFICATION - By acceptance
of this Order, Seller certifies that any chemical substance(s)
furnished pursuant to this Order has been properly labeled, and
that proper information on the substance(s), e.g., material safety
data sheets, have been provided to Buyer, pursuant to all federal,
state or local laws and regulations.
17. TERMINATION - Buyer, by written notice, may terminate this
order, in whole or in part. In the event this order is terminated as a
result of Seller's default, the Seller shall be liable for all damages
allowed in law or equity, including the excess cost of reprocuring
similar items. If this order is terminated for the convenience of
Buyer, Seller will be compensated to the extent that items have
been accepted by Buyer prior to the effective date of termination.
Other than to this extent, Buyer shall not be liable to Seller for any
damages on account of its failure to accept all of the items
ordered.
18. CONFIDENTIALITY/TRADE SECRETS - All specifications,
data and other information furnished by Buyer, or its agents, to
Seller in connection with this order remain the exclusive
intellectual property of Buyer and shall be treated by the Seller as
proprietary and shall not be disclosed or used, outside the
limitation of this order, without prior written approval of the
Director - Purchases of Buyer. In addition, the purchase of the
Seller's product does not authorize the Seller to use the name of
or make reference to Buyer for any purpose in any releases for
public or private dissemination, nor shall the Seller divulge or use
in any advertisement or publication any specifications, data, or
other information pertaining to or relating to this usage without
prior written approval of the Director - Purchases of Buyer.