This Purchase Order is subject to the attached Terms & Conditions, incorporated here by this reference. Please include this Purchase Order number on your invoice, packages, and packing slips. The Seller must acknowledge this PO and confirm the delivery date within two (2) business days of receipt. Vendor accepts and confirms this order and promises to sell and deliver to Buyer the specified goods in accordance with these terms. Buyer promises to accept and pay Vendor for specified goods in accordance with these terms.
Any of the following shall constitute Seller's unqualified acceptance of this PO under the terms set forth in this PO: (a) signed acknowledgement of this PO; (b) furnishing of any goods, material or items listed on this PO; (c) acceptance of any payment based on this PO; or (d) commencement of performance as specified on this PO.
Time is of the essence in Seller's obligations. Failure to comply with this condition shall constitute a breach by Seller, and Seller shall have no right to make a later conforming tender except upon Buyer's written authorization.
This PO shall not be filled at prices higher than those specified herein. All prices and quantities shown include all applicable taxes, if any, and are to be delivered net (free of any additional taxes, costs or charges, including charges for boxing or cartage) unless specified otherwise in this PO. For all listed taxes or charges, Seller shall secure the lowest charge or tax possible.
Buyer reserves the right at any time before acceptance of full delivery or performance, and for any reason, to make changes in any one or more of the following: (a) specifications, drawings and data; (b) methods of shipment or packing; (c) place and/or time of delivery; and (d) quantity of items ordered. In the event of any reduction in quantity of goods, there shall be a prorata reduction in the price. Notwithstanding anything to the contrary contained herein, Buyer reserves the right to cancel this PO, return the goods, material or items, or adjust the terms or prices of the items to be delivered at any time, if the items are not in accordance with this PO and otherwise acceptable to Buyer.
Unless otherwise specified, delivery shall be F.O.B. destination and Seller shall (a) bear the expense and risk of loss until such items are tendered to, and accepted by, Buyer at such destination; and (b) comply with Buyer's billing and routing instructions shown on this PO or otherwise communicated to Seller. When goods, material or items are received improperly marked or routed and Buyer is put to an extra expense to deliver such items to the proper location, Buyer may offset the extra expense incurred against sums otherwise owed to Seller. Title to any goods shall pass upon Seller's delivery to Buyer. Seller shall execute and deliver a bill of sale or any other document that may be required by any statute or law in order to convey good title to Buyer at the time of delivery. Buyer shall be entitled at all times to a right of set off against any amount owing at any time from Seller or its affiliates to Buyer or any of its affiliated or related entities or subsidiaries, whether or not related to this PO.
For a period of twenty-four (24) months after acceptance by Buyer (unless specified otherwise in this PO), Seller warrants that all item(s) will (a) be new and of satisfactory quality and fit for the purpose for which the Buyer expressly or impliedly intends to use them, (b) be free from any defects, (c) conform to Buyer's complete satisfaction, (d) conform with all applicable laws and all specifications, drawings or descriptions furnished by, or agreed to by Buyer, and (e) conform with all other aspects of this PO. Buyer's approval of designs furnished by Seller shall not relieve Seller of its obligations under this paragraph. The warranties of Seller shall survive inspection, testing and acceptance and shall run to Buyer and its related entities and subsidiaries. The foregoing warranty covers parts and labour. This warranty is in addition to any other warranties given by Seller and warranties created by operation of law. If Buyer requests, Seller shall make at its sole expense, all repairs, replacements and redeliveries necessary of items not in accordance with such warranty or this PO.
Irrespective of any prior payment, all items hereunder shall be subject to final inspection and approval at Buyer's Facilities, within sixty (60) days after delivery or installation, whichever is later. Any item(s) rejected because of a defect, nonconformance to specifications or samples, or Seller's warranties (express or implied), otherwise not in conformance with the provisions of this PO, or not performing to Buyer's full satisfaction to the extent that Buyer is able to determine at the time, may be returned to Seller at Seller's risk and expense, including transportation both ways. In such event, Buyer shall receive a full refund of all sums previously paid, may charge Seller for the cost of inspection and shall have no further obligation hereunder. Buyer is not required to accept any item which does not conform to this PO, notwithstanding the usage of the trade and industry to the contrary.
Seller agrees to defend, indemnify, and hold harmless Buyer and its successors, assigns, affiliated or related entities and subsidiaries, and each of their respective directors, officers, shareholders, agents, employees, customers and users from and against any claims, demands, liabilities, judgments, settlements, fines, penalties, losses, or damages, including costs and expenses (collectively, "Claims") arising out of, or in connection with, the goods, merchandise, or material furnished under this PO, or any breach by Seller, however caused, including, without limitation, any Claims for actual or alleged injury or death of any persons, damage or destruction of any property, or title, patent, copyright, trademark or tradename infringement; provided, however, in no event shall Seller be required to indemnify any such parties for Claims caused by Buyer's gross negligence or willful misconduct. Seller shall maintain commercial general and automobile liability insurance with limits of not less than two million pounds (£2,000,000) and workers compensation insurance as required by law, and Seller shall require such insurers to waive their subrogation rights. Buyer shall not be responsible for lost or damaged material consigned to it unless the loss of damage thereof is caused by Buyer's gross negligence.
All goods, materials and other items shall be delivered free and clear of any and all liens, claims, and encumbrances and Buyer shall have all rights, title and interests therein. All of Buyer's rights and remedies shall be cumulative and in addition to rights and remedies available to Buyer at law or in equity. Further, in no event shall Buyer or its affiliated or related entities or subsidiaries be liable for any special, indirect or consequential damages, except in respect of claims arising under the indemnity in Section 8. This contract, all rights and obligations of the Parties, and any dispute between the Parties, shall be governed by the laws of England and Wales. This contract shall be deemed to be made in Truro, Cornwall, England. If any portion of this PO is held invalid, the remaining sections shall remain in full force and effect. All claims or disputes arising out of or related to this contract that the Parties are unable to resolve shall be submitted to the exclusive jurisdiction of the courts of England and Wales.
The Seller acknowledges that all technical, commercial, financial, or operational information disclosed by Buyer is confidential. The Seller shall not, without Buyer's prior written consent, use, disclose, or copy any Confidential Information, except as necessary to perform its obligations under this PO. Furthermore, Seller warrants compliance with all applicable data protection laws, including the Data Protection Act 2018 (and GDPR), concerning any personal data processed in connection with this PO. Seller agrees not to authorize, circulate, publish, disclose or otherwise disseminate any publicity of any kind relating to the subject matter of this contract, or the goods, material or items to be rendered to Buyer by the Seller or others, without Buyer's prior written approval.
Seller warrants that the goods and services furnished under this PO do not infringe upon the IP rights of any third party. To the extent any deliverables consist of software, documentation, or other creative works specifically commissioned by the Buyer, such deliverables shall be deemed a "work made for hire." All Intellectual Property Rights (including copyright, design rights, and patents) in any materials, documents, code, or works created by the Seller specifically for the Buyer in connection with this PO shall immediately vest exclusively in and be the sole property of the Buyer.
This PO is intended by the Parties to express their agreement concerning the matters contained herein, and in the absence of any other written agreement signed by both Parties is also intended as a complete and exclusive statement of the terms of their agreement. If Buyer and Seller have entered or subsequently enter into a written agreement signed by both Parties and there is a conflict between the terms and conditions of this PO and those of such other executed agreement, the term or condition of such other executed agreement shall control. The terms and conditions of this PO can be modified or rescinded only in writing, signed by authorized representatives of each of Buyer and Seller. Seller may not assign any right or interest in this PO, nor delegate any obligation owed, but Buyer may assign or delegate its rights or obligations under this PO without the consent of the Seller.
The relationship between Buyer and Seller is intended to be and shall be that of buyer and seller. Neither Buyer nor Seller and their respective employees, agents and representatives shall be considered agents, partners, joint venturers or representatives of the other Party.
No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved Party. If Buyer's or Seller's performance of any part of this contract is prevented, hindered or delayed by reason of any cause or causes beyond the control of Buyer or Seller which cannot be overcome by due diligence, the Party affected shall be excused from such performance to the extent that it is necessarily prevented, hindered or delayed, during the continuance of any such cause, and this contract shall be deemed suspended as long as and to the extent that any such cause prevents or delays its performance. The Party claiming to be affected by any force majeure condition shall give notice to the other Party within a reasonable time after the occurrence.