Purchase Order Terms and Conditions
These Terms and Conditions for the Purchase of Goods (“Terms and Conditions”), dated as of the date of the Purchase Order, is agreed to between Complete Packaging and Shipping Supplies, Inc. (“Buyer”) and the Vendor Company as indicated on the Purchase Order (“Seller”) (collectively referred to as the “Parties”).
WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer the Goods.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the Parties hereto agree as follows:
1. Sale of Goods
Seller shall sell to Buyer and Buyer shall purchase from Seller the goods set forth in the attached Purchase Order (the “Goods”) in the quantities, at the prices and upon the Terms and Conditions set forth herein. The Purchase Order will not be revoked for a reasonable amount of time.
2. Delivery Date.
Seller shall deliver the Goods in the quantities and on the date(s) specified in the Purchase Order or as otherwise agreed in writing by the parties (the “Delivery Date”). Timely delivery of the Goods is of the essence.
Seller shall deliver the quantities of the Goods specified in the Purchase Order, plus or minus ten (10) percent for corrugated products only. If Seller delivers more than or less than the quantity of Goods specified in the Purchase Order, with the exception of corrugated products, Buyer may reject all or any of the Goods, including, without limitation, all or any excess Goods. Any such rejected Goods shall be returned to Seller at Buyer’s risk and expense. If Buyer does not reject the Goods and instead accepts the delivery of Goods at the increased or reduced quantity, the Price for the Goods shall be adjusted on a pro-rata basis.
4. Delivery Location
All Goods shall be delivered to the address specified in the Purchase Order (the “Delivery Location”) during Buyer’s normal business hours or as otherwise instructed by Buyer.
5. Shipping Terms
Delivery shall be made in accordance with the terms set forth in the Purchase Order. Seller shall give written notice of shipment to Buyer when the Goods are delivered to a carrier for transportation. Seller shall provide Buyer all shipping documents, including the invoice, packing list, air way bill, bill of lading, and any other documents necessary to release the Goods to Buyer within two (2) business days after Seller delivers the Goods to the transportation carrier.
6. Title and Risk of Loss
Title passes to Buyer upon delivery of the Goods to the Delivery Location or delivery to the transportation carrier, based upon which party is responsible for the costs of freight. Seller bears all risk of loss or damage to the Goods until delivery of the Goods to the Delivery Location or transportation carrier.
7. Inspection and Rejection of Nonconforming Goods
Buyer has the right to inspect the Goods on or after the Delivery Date. Buyer, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if Buyer determines the Goods are nonconforming or defective. If Buyer rejects any portion of the Goods, Seller has the right, effective upon written notice to Seller to cure within five (5) business days. If Buyer requests replacement of the Goods, Seller shall replace the nonconforming goods within five (5) business days.
Buyer shall purchase the Goods from Seller at the price(s) set forth in the Purchase Order (the “Price”). The Price includes all packaging, customs/duties, fees and applicable taxes, including, but not limited to, all sales, use or excise taxes, in the accordance with the Parties normal course of dealing, unless otherwise noted. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of Buyer.
9. Payment Terms
Seller shall issue an invoice to Buyer contemporaneously with the delivery of the Goods. Buyer shall pay all properly invoiced amounts due to Seller within net thirty (30) days after Buyer’s receipt of such invoice, except for any amounts disputed by Buyer in good faith. All payments hereunder must be made in US dollars. In the event of a payment dispute, Buyer shall deliver a written statement to Seller no later than five (5) days prior to the date payment is due on the disputed invoice listing all disputed items. The parties shall seek to resolve all such disputes expeditiously and in good faith. Upon making payment Buyer shall also provide Seller with a copy of any applicable sales/use/excise tax exemption certificate.
Seller warrants to Buyer that for a period of six (6) months from the Delivery Date, all Goods will: (a) be free from any defects; (b) conform to the applicable specifications; (c) be fit for their intended purpose; (d) be merchantable; and (e) be free and clear of all liens, security interests, or other encumbrances. These warranties survive any delivery, inspection, acceptance or payment of or for the Goods by Buyer. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Buyer’s discovery of the noncompliance of the Goods with the foregoing warranties.
11. Compliance with Law
Seller is in compliance with and shall comply all applicable laws, regulations and ordinances. Seller has and shall maintain in effect all of the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under these Terms and Conditions.
Seller shall indemnify, defend and hold harmless Buyer and its officers, directors, managers, shareholders, members, partners, employees, agents, affiliates, successors and permitted assigns (“Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under these Terms and Conditions, and the cost of pursuing any claim of a third-party arising out of or occurring in connection with the Goods purchased from Seller or Seller’s negligence, willful misconduct or breach of these Terms and Conditions. Seller shall not enter into any settlement without Buyer’s or Indemnified Party’s prior written consent.
In addition to any remedies that may be provided under these Terms and Conditions, either Party may terminate the Purchase Order with immediate effect upon written notice to the other, either before or after the acceptance of the Goods, if such other Party has not performed or complied with any of these Terms and Conditions, in whole or in part.
14. Entire Agreement
These Terms and Conditions, including and together with any related exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
Subject to the limitations and other provisions of these Terms and Conditions, the representations and warranties of the Parties contained herein shall survive the expiration or earlier termination of the Parties’ agreement.
All notices, requests, consents, claims, demands, waivers and other communications under these Terms and Conditions (a “Notice”) must be in writing and addressed to the other Party at its address set forth in the Purchase Order. Unless otherwise agreed herein, all Notices must be delivered via certified mail and email. A Notice is effective upon its sending.
If any term or provision of this document is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.
No amendment to, or modification of, these Terms and Conditions is effective unless it is in writing and signed by each Party.
No waiver by either Party of any of the provisions of these Terms and Conditions shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these Terms and Conditions, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms and Conditions shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy power or privilege.
20. Choice of Law
These Terms and Conditions and all related documents are governed by and construed in accordance with and enforced under the laws of the State of New York, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of New York.
21. Force Majeure
Any delay or failure of either Party to perform its obligations under these Terms and Conditions will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable (which events may include natural disasters, embargoes, explosions, riots, wars, epidemics, pandemics or acts of terrorism) (a “Force Majeure Event”). Seller's financial inability to perform, changes in cost or availability of materials, components or services, market conditions, or supplier actions or contract disputes will not excuse performance by Seller under this Section. Seller shall give Buyer prompt written notice of any event or circumstance that is reasonably likely to result in a Force Majeure Event, and the anticipated duration of such Force Majeure Event. Seller shall use all diligent efforts to end the Force Majeure Event, ensure that the effects of any Force Majeure Event are minimized, and resume full performance under these Terms and Conditions.
22. Relationship of the Parties
The relationship between the Parties is that of independent contractors. Nothing contained in these Terms and Conditions shall be construed as creating any agency, partnership, franchise, business opportunity, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. No relationship of exclusivity shall be construed from these Terms and Conditions.