Supplier Purchase Order Terms and Conditions

ACCEPTANCE. This Purchase Order (“Order”) is not binding until accepted by Seller. Acceptance of all terms and conditions of this Order takes place when either of the following occurs: (a) Buyer receives an acknowledgement of this Order properly executed by Seller; or (b) Seller delivers to Buyer the items ordered. BY ACKNOWLEDGING OR MAKING ANY DELIVERY UNDER THIS ORDER, SELLER EXPRESSES ACCEPTANCE OF EACH AND EVERY TERM AND CONDITION SET FORTH HEREIN. UNLESS OTHERWISE AGREED TO IN A SEPARATE WRITTEN AGREEMENT BETWEEN BUYER AND SELLER, ANY TERMS  INCONSISTENT WITH THESE TERMS AND CONDITIONS ARE EXPRESSLY REJECTED AND HAVE NO BINDING EFFECT WHATSOEVER ON BUYER OR THESE TERMS AND CONDITIONS. These Terms and Conditions may be revised from time to time. The Terms and Conditions in effect at the time of the Order will apply.

PRICE. Seller agrees that: (a) the per unit price or total price set forth on the face of this Order is firm, not subject to increase, and includes all applicable taxes, duties and other charges on items covered in the Order; (b) if the price is omitted from this Order, the price to Buyer must not be higher than Seller’s lowest prevailing price for items of like quality and quantity in effect on the date of this Order; and (c) Buyer will receive full benefit of any reduction in the price of any item covered by this Order if that reduction is made before Buyer’s receipt of the item.

EXTRA CHARGES. No extra charges of any kind, including charges for packing or cartage, will be paid by Buyer unless specifically agreed to by Buyer in writing in advance.

INVOICES. Each invoice issued as a result of this Order will conform to the following: be rendered separately for each delivery; not cover more than 1 Order; contain the Order number under which is issued; and be rendered to the proper Accounts Payable areas as set forth in this Order. Each invoice payment term will be calculated from the date the invoice is received by the proper Accounts Payable area.

DELIVERY. Time is of the essence. If delivery is not completed within the time specified in the Order, Buyer reserves the right, without liability, and in addition to its other rights and remedies to: (a) terminate this Order by notice as to stated items not yet shipped; and (b) purchase substitute items elsewhere, whereby Seller will reimburse Buyer for all additional costs and expenses incurred for purchasing substitute items elsewhere within 15 days of notice of the costs and expenses. All items must be delivered by Buyer-approved freight carriers. The shipping method is indicated on the Order. Use of Buyer’s Federal Express number does not relieve Seller of F.O.B. terms. Buyer does not declare values on any shipments for insurance coverage purposes. All Buyer shipments are privately insured.

INSPECTION. Each and every item purchased is subject to Buyer’s inspection and approval at any place that Buyer reasonably designates. Buyer expressly reserves the right, without any liability, to reject and refuse acceptance of items which do not conform in all respects to (a) any instructions contained in the Order; (b) Buyer’s specifications and data; and (c) Buyer’s Quality Manual; and (d) Seller’s warranties, whether expressed or implied. With respect to any items which do not conform, Buyer may, in Buyer’s sole discretion, hold the items for Seller’s destruction at Seller’s risk upon notification to Seller or return the items to Seller at Seller’s expense. Payment will not be deemed an acceptance of the item.

CHANGES. Buyer reserves the right at any time to change one or more of the following: (a) specifications and data incorporated in this Order where the items to be purchased are to be specially manufactured for Buyer; (b) method of packaging, packing, or shipment; and (c) place or time of delivery. If any such change causes an increase or decrease in the cost of or the time required for the performance of Seller, an equitable adjustment will be made in the price or delivery schedule, or both. Any claim for adjustment by Seller will be waived unless asserted in writing within 30 days from receipt by Seller of Buyer’s requested change.

TERMINATION. Buyer may terminate this Order, in whole or in part, at any time upon notice to Seller.

INDEMNIFICATION. Seller indemnifies and holds Buyer harmless from any claim, demand, liability, cause of action, or damage for which Buyer might become liable arising from or in connection with Seller’s products or performance under this Order. In addition to any indemnification, if by virtue of a patent infringement suit an injunction is issued against Buyer which prohibits or limits the use of any items purchased, Seller, at Buyer’s request and at Buyer’s sole option, will supply Buyer with noninfringing replacement items of a similar kind and quality and pay for any recall expense or refund, at no cost to Buyer and for the full purchase price of the items.

PATENTS. Seller agrees to defend at Seller’s own expense, all suits, actions or proceeding in which Buyer, any of Buyer’s distributes or dealers, or the users, lessees or customers of any of Buyer’s products are made defendants for actual or alleged infringement of any copyright, trademark, or patent resulting from the use or sale of the items purchased under this Order.

WARRANTIES.   Seller warrants that the items furnished under this Order will be: (a) in full compliance with Buyer’s specifications and data or Seller’s samples, if any; (b) fit for the use intended by Buyer; (c) free from defects; and (d) free from any actual or claimed patent, copyright, or trademark infringement. Seller warrants title to the items. Seller agrees that the warranties are: (a) in addition to any warranties (i) expressly provided or implied under the Uniform Commercial Code as adopted by the State of Arizona; (ii) expressly made by Seller; and (b) will survive for 1 year following acceptance and payment by Buyer or date of purchase by Buyer’s customers, whichever occurs last. Buyer reserves the right to return defective products to Seller for a period of 1 year from the date of purchase by Buyer’s customers. Upon receipt of the defective product Seller will issue a credit within 30 days in the amount equal to the original purchase price for the defective product to Buyer’s account. Seller further warrants and represents that the prices charged to Buyer are also available to any other customer of Seller who may desire to contract with Seller for the same or similar quantity and quality of goods.

COMPLIANCE WITH LAW. Seller warrants and represents that it has and will continue during its performance under this Order to comply with all relevant provisions of Federal, State, and local laws and regulations. Without limiting the generality of the foregoing, Seller represents and warrants that: (a) items to be furnished or the services to be rendered were or will be produced or performed in compliance with all applicable requirements of Sections 6, 7, and 12 of the U.S. Fair Labor Standards Act, as amended, and all valid and applicable regulations and orders of the U.S. Wage and Hour Division issued under Section 14; (b) it has and will continue during its performance to comply with the Foreign Corrupt Practices Act of 1977, as amended; (c) every chemical substance delivered under this Order will not be on the list of chemical substances, or has not been submitted for inclusion on the list, as compiled by the U.S. Environmental Protection Agency pursuant to the Toxic Substance Control Act; and (d) it has made full disclosure to Buyer of any and all conflict minerals contained in the items in full compliance with Dodd-Frank Section 1502; and (e) all other applicable certifications and approvals as applicable, including without limitation, Restriction of Hazardous Substances; Registration, Evaluation, Authorization and Restriction of Chemicals; and the state of California Prop 65.     

NON-DISCRIMINATION. Seller agrees not to discriminate against any employee or applicant for employment on the basis of the fact or perception of a person’s race, color, creed, religion, national origin, ancestry, age, sex, sexual orientation, gender identity, domestic partner status, marital status, disability or Acquired Immune Deficiency Syndrome, HIV status (AIDS/HIV status), weight, height, association with members of protected classes or in retaliation for opposition to any  practices forbidden under U.S. law. Seller does not, and will not during the term of any contract with Buyer discriminate in the provision of bereavement leave, family medical leave, health benefits, membership or membership discounts, moving expenses, pension and retirement benefits or travel benefits for any employee whether married or with a domestic partner. Additionally, Buyer is subject to the provisions of Executive Order 11246 of September 24, 1965;  Executive Order 11375 of October 13, 1967; Executive Order 11758 of January 15, 1974; and Section 402 of the Vietnam Era Veterans Readjustment Act of 1974 (“Act”). By virtue of the provisions of the referenced Executive Orders and the Act, Buyer is obliged not to discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, handicap, or status of a disabled veteran or a veteran of the Vietnam Era. This obligation not to discriminate in employment includes but is not limited to the following: (1) hiring, placement, promotion, transfer, and demotion; (2) recruitment, advertisement, and solicitation for employment; (3) training during employment; (4) selection for training, including apprenticeship; (5) rates of pay or other forms of compensation; and (6) layoff and termination. This notice is furnished to you pursuant to the provisions of the Executive Orders and the Act.

CONFIDENTIAL RELATIONSHIP (TRADE SECRETS). Seller will treat as confidential and as a trade secret, under the Arizona Uniform Trade Secret Act, all specifications and data supplied by Buyer, and must not disclose any information relating to this Order to any third person not entitled to receive it.

NONPUBLICITY. Seller must not, without the prior written consent of Buyer: (a) make any news release, public announcement, denial or confirmation of this Order or its subject matter; or  (b) in any manner advertise or publish the fact the  Buyer has placed this Order.