UniMeasure Purchase Order Terms and Conditions

DEFINITIONS
Definitions. The word “Buyer” whenever used herein shall mean UniMeasure, Inc. The party with which this order is placed is referred to herein as “Seller.” The products, machinery, equipment, supplies and/or labor or services covered by this Purchase Order are referred to herein as “Goods.” The terms “Purchase Order,” herein and “hereto” refer to and include the face of this document, these Purchase Order Terms and Conditions and any other documents specifically made a part of the Purchase Order.

 

ACCEPTANCE
Seller’s acceptance of this purchase order shall constitute an agreement to all terms and conditions set forth herein, which prevail and supersede any other terms & conditions, and shall be governed by the laws of the state where the purchase order is originating.

 

AGREEMENT
This purchase order constitutes a binding agreement between the Buyer and Seller. These terms and conditions cannot be changed without prior consent of Buyer.   Additionally, the goods delivered to Buyer under this purchase order shall conform to specifications, attachments, models, drawings and any other requirements as described in the purchase order, and all goods shall be free from defects in material and workmanship. Title shall be transferred to Buyer upon delivery of the goods to Buyer premises, and shall be free and clear of all liens, security interest and any other claims whatsoever. All correspondence regarding this purchase order must reference Buyer purchase order number.

 

DELIVERY AND PACKAGING
Delivery of all goods shall be made in accordance with the specified requirements on the purchase order. Failure to deliver goods on time or delivery of nonconforming goods may result in termination of the purchase order.

Unless otherwise provided herein, no charge shall be made by Seller for containers, crating, boxing, storage or other packaging requirements. All supplies shall be packed, packaged, marked, and otherwise prepared for shipment in accordance with sound commercial practice to meet requirements for obtaining lowest transportation rates, or as otherwise specified herein. Seller shall mark containers or packages with necessary loading and shipping information and also with the Purchase Order number, date of shipment, and names and addresses of consignor and consignee. An itemized packing slip must accompany each shipment

 

CHANGES
At all times Buyer will have the right to make changes to purchase order, including changes to drawings, designs, configurations, specifications, quantities, methods of shipment or packing and delivery schedules or location of delivery. If any such changes cause an increase or decrease in the cost of or the time required for the performance of any work under the purchase order an equitable adjustment will be made in the contract price or delivery schedule, or both, and the purchase order will be modified in writing accordingly. Nothing in this section, including any disagreement with Buyer as to any claimed adjustment, will excuse Seller from proceeding with the purchase order as changed. Any claim by the Seller for adjustment must be in a detailed writing and delivered to Buyer within five (5) days after the date Seller receives notification of change. Any change will be authorized only by a duly executed amendment to the purchase order.

 

CANCELLATION/TERMINATION
In addition to its other rights hereunder, Buyer reserves the right to cancel the order or any part thereof without further cost or liability if Seller breaches any of the provisions of this agreement, or if Seller becomes insolvent or the subject of any proceeding under the law relating to bankruptcy or the relief of debtors, and will provide notice of termination to Seller. Seller will continue performance of the purchase order to the extent not terminated and will be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, in which case an equitable reduction in the purchase order price will be negotiated. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of the purchase order, Seller will promptly notify Buyer in writing. If Seller does not comply with Buyer’s delivery schedule, Buyer may require delivery by fastest way and charges resulting from the premium transportation must be fully prepaid and absorbed by Seller. The rights and remedies of Buyer provided here will not be exclusive and are in addition to any other rights and remedies provided by the Uniform Commercial Code or by law.

 

WARRANTIES
In addition to and without prejudice to all other warranties both expressed and implied, Seller warrants that the supplies of services furnished hereunder will be (a) free from defects in material and workmanship, (b) in compliance with all requirements of the purchase order and all applicable drawings, specifications, samples, representation or other descriptions, (c) to the extend such supplies or services are not furnished pursuant to detailed designs provided by Buyer, free from defects in design, and (d) suitable for the purposes intended. All warranties, both expressed and implied, including the above, shall constitute conditions, shall survive inspection, acceptance and payment and shall inure to the benefit of Buyer, its customers, and users. Without limitation of any rights by reason of any breach of warranty or otherwise, supplies or services which are not as warranted may at any time be returned to Seller at Seller’s expense for credit, correction, or replacement, as Buyer may direct. In the event Seller fails promptly to correct or replace the supplies as directed by Buyer, in addition to the rights stated above, Buyer shall have the right to terminate the purchase order for default.

 

ASSIGNMENT
No right or interest in this contract shall be assigned by Seller without the written permission of the Buyer. Any attempted assignment or delegation shall be wholly void and totally ineffective for all purposes.

 

INVOICES
Payment of invoice shall not constitute acceptance of supplies or services. Invoices will be mailed or emailed to Buyer’s accounting department when items are shipped. The time payment terms of Seller’s invoices shall commence with the date of actual receipt and acceptance of the goods or services. Payments of invoices shall be subject to adjustment for shortages, defects and other failures of Seller to meet the requirements of the order. Buyer shall have the right to reduce and set-off against amounts payable hereunder any indebtedness or other claims which Buyer may have against Seller however and whenever arising.

 

INDEMNIFICATION
Seller shall indemnify and hold Buyer and its affiliates harmless and, on Buyer’s request, shall defend each of them from and against any or all third party claims, demands, litigation, or proceedings of whatever kind, whether based upon negligence, breach of express or implied warranty, strict liability, infringement of intellectual property rights, or any other theory, and from and against all direct, indirect, special, exemplary, incidental or consequential damages of every kind whatsoever, arising out of, by reason of, or in any way connected with the goods and/or services, the design, manner of preparation, manufacture, construction, completion, or delivery or non-delivery of any goods and/or services by Seller, any breach by Seller of any of its obligations hereunder, or any other act, omission or negligence of Seller or any of Seller’s employees, workers, servants, agents, subcontractors, or suppliers. Seller shall, on request, pay or reimburse Buyer or any other party entitled to indemnification hereunder for all costs and expenses, including attorneys’ fees, as incurred by Buyer or such other party in connection with any such claim, demand, litigation, proceeding, loss, or damage. In addition, for infringement claims, Seller will, at its own expense and at Buyer’s option, either procure for Buyer the right to continue using the allegedly infringing item, replace it with a non-infringing equivalent, or remove it and refund the purchase price and the transportation and installation costs thereof.

 

COMPLIANCE WITH LAWS
Seller shall observe and comply with all applicable federal, state and local laws, executive orders, rules and regulations in the performance of the purchase order, and Seller represents and warrants that the supplies and services furnished have been or will be produced in compliance with all applicable requirements of all such laws, orders, rules and regulations, including but not limited to, the Fair Labor Standards Act. Seller agrees to indemnity and save harmless Buyer against any loss, liability, expense, or damage by reason of Seller’s failure to observe or comply with any applicable law, executive order, rule or regulation.

 

FORCE MAJEURE
 Seller shall not be liable for any delay in or failure of performance due to any contingency beyond its reasonable control, including: an act of God; war; civil commotion; sabotage; labor dispute; explosion; fire; accident; downtime; power or equipment failure or outage; inability to obtain suitable or sufficient labor, fuel, power, pandemic, or material; delay of carrier; embargo; or any law, ordinance, rule, or regulation, whether valid or invalid.