PURCHASE ORDER TERMS AND CONDITIONS
The following terms and conditions apply to any purchase order issued by Transpak, Inc. ("Buyer") to the named vendor/supplier ("Vendor"):
1. Acceptance. Buyer's purchase order ("PO") will be deemed accepted unless Vendor notifies Buyer in writing of rejection of the PO within five days of receipt. Written acknowledgement of the PO, or commencement of performance under the PO, constitutes acceptance by Vendor. Vendor will accept POs from Buyer for product volumes consistent with past practice or give not less than six months' prior written notice of any changes in its acceptance practices.
2. Terms. Acceptance is limited to the terms and conditions of the PO. Unless additional, supplemental, or different terms proposed by Vendor are accepted in writing by Buyer, Buyer objects to any terms or conditions varying or supplementing the terms of the PO in any Vendor acknowledgement or acceptance, and such terms will be of no force or effect.
3. Cancellation. Once accepted, POs are firm and may not be cancelled by Vendor. Buyer may cancel the PO in whole or in part at any time before the date 30 days prior to the delivery date.
4. Packaging. Goods are to be packaged, marked, and prepared for shipment in suitable containers in accordance with sound commercial practice. No charges will be allowed for special handling, packing, wrapping, bags, containers, or reels, unless otherwise specified. Buyer’s order number and part number is to appear on all packages, invoices, and packing slips. If any goods have a limited shelf life, the goods must be clearly labeled with the applicable expiration date(s).
5. Shipping. Vendor will follow any reasonable shipping instructions of Buyer. Unless otherwise specified, pricing is DDP destination (Incoterms ICC 2010) and Vendor bears risk of loss or damage during transport and prior to acceptance by Buyer.
6. Taxes. Prices include all taxes and duties unless otherwise specified. Vendor is to pay included taxes and duties directly or reimburse Buyer for them. Buyer will not be charged sales or use tax for goods for which Buyer furnishes a resale exemption certificate.
7. Delivery. Deliveries are to be made in the quantities and at the times specified in the PO. If delivery is or will be delayed, Vendor is to promptly notify Buyer of the expected delivery date and obtain written approval from Buyer. Vendor is solely responsible for costs incurred in rectifying delays in delivery, including without limitation, the cost of expedited freight charges and additional personnel. Any delay may be cause for canceling all or part of the PO. Buyer’s acceptance of late delivery does not waive its rights.
8. Blanket POs. If a PO specifies the quantities as “blanket order,” “as released,” “as directed,” or in another similar fashion, then Buyer agrees to purchase, and Vendor agrees to ship, only the quantity of goods as may be indicated in a written shipping release or releases against the blanket PO submitted by Buyer to Vendor, in accordance with stated delivery dates.
9. Payment. Unless otherwise specified, all amounts are stated and payable in U.S. dollars. Undisputed amounts will be due 45 days after Buyer's receipt of the goods.
10. Inspection. Goods purchased are subject to approval and acceptance by Buyer. Buyer’s inspection of materials upon delivery is for the sole purpose of identification and does not constitute final acceptance.
11. Warranties. Vendor warrants that:
(a) General. Goods supplied conform to applicable specifications, are fit for their intended purpose, are free from defects, are free of liens and encumbrances, and do not infringe rights of others. Services conform to specifications and will be performed by qualified personnel in accordance with standards generally accepted in the industry.
(b) Compliance with Laws. Goods and services are produced or provided in compliance with, and Vendor will comply with, applicable law, including without limitation that relating to environmental, health and safety, anti-discrimination, wage and hour, child and forced labor, immigration, and other workplace requirements.
(c) Prices. Stated prices are Vendor’s lowest price charged to any of Vendor’s customers for comparable goods or services.
12. Access. Vendor will permit Buyer or its representatives to have reasonable access to the site(s) where work under the PO is performed to assess Vendor’s compliance.
13. Safety Data Sheets. Upon Buyer’s initial purchase, Vendor will provide safety data sheets (in English and Spanish language) in accordance with the Occupational Safety and Health Administration Hazard Communication Standard (29 CFR 1910.1200) and the Globally Harmonized System of Classification and Labeling of Chemicals. Vendor will promptly update Buyer in the event of any changes.
14. Return, Repair or Replacement. For a period of one year after delivery of goods, at Buyer’s option, Vendor will promptly repair, replace or refund the purchase price of goods that fail to comply with the warranties or other terms of the PO. Vendor will issue a return merchandise authorization (if required) for any goods to be returned, will pay all shipping costs for returned, repaired, or replacement goods, and will bear risk of loss in transit. For a period of one year after performing services, at Buyer’s option, Vendor will promptly provide replacement services for or refund the purchase price for services that fail to comply with the warranties or other terms of the PO. In the event Vendor fails to repair or replace goods, provide replacement services, or refund the purchase price within two weeks of Buyer’s notice of nonconformity, Buyer may offset the purchase price due under any outstanding PO to the extent of any refund due to Buyer. Buyer may dispose of nonconforming goods if Vendor has not requested their return within 30 days of notice of nonconformity.
15. Changes by Vendor. Vendor must provide Buyer with at least four months' prior written notice of any proposed changes to the goods, such as changes in specifications or suppliers. Vendor may not make changes to goods under accepted POs without Buyer's written approval. Original goods must remain available for purchase by Buyer under new POs submitted during the four-month change-notice period. If Vendor intends to cease supplying particular goods, Vendor: (a) must provide Buyer with at least six months' prior written notice, (b) must continue to supply the goods under previously accepted POs, (c) must continue to supply the goods under new POs through the end of the notice period, and (d) will either provide an alternative product approved by Buyer or permit Buyer to purchase a stocking quantity of the goods before ceasing supply.
16. Best-Price Assurance. If Vendor sells a comparable good or service to any other customer at a price below the price then being charged Buyer, Vendor will immediately: (i) inform Buyer of the lower price; (ii) reduce the price under the PO to match the price being charged the other customer; and (iii) rebate to Buyer an amount equal to the difference between the price paid by Buyer and the lower price for the quantity delivered from the date the lower price first took effect for any Vendor customer. If Buyer discovers the overcharge, Vendor will also pay Buyer interest on the overcharge at the rate of 1.5 percent per month or, if lower, the highest rate permitted by law, from the date of the overcharge.
17. Confidentiality. Any specifications, drawings, schematics, technical information, data, tools, dies, patterns, masks, gauges, test equipment, and other materials furnished or paid for by Buyer will be treated as confidential by Vendor; remain or become Buyer’s property; be used by Vendor exclusively for Buyer’s orders; be clearly marked as Buyer’s property and segregated when not in use; be kept in good working condition at Vendor’s expense; and be shipped to Buyer promptly on demand. Vendor will insure Buyer’s property and be liable for loss or damage while in Vendor’s possession or control, ordinary wear and tear excepted. Vendor and its personnel will treat all nonpublic information provided by Buyer as confidential, and will use it only to supply goods to Buyer. In case of any conflict between this Section 17 and any separate confidentiality agreement, the separate agreement controls.
18. Insurance. If Vendor’s representatives perform services on or otherwise visit Buyer’s premises, Vendor shall, at its own expense, maintain and carry insurance in full force and effect, with financially sound and reputable insurers, including without limitation: (i) commercial general liability (including product liability) in a sum no less than $1,000,000 per occurrence/ $2,000,000 aggregate; (ii) property insurance in a sum no less than $300,000 per occurrence/$500,000 aggregate; (iii) automobile insurance with bodily injury coverage in a sum no less than $1,000,000 and property damage coverage in a sum no less than $300,000; (iv) errors and omissions insurance in a sum no less than $1,000,000; and (v) workers’ compensation insurance as required by applicable law. Upon Buyer's request, Vendor will provide Buyer with a certificate of insurance from Vendor’s insurer evidencing such insurance coverage. The certificate of insurance must name Buyer as an additional insured. Vendor will provide Buyer with 30 days' written notice in the event of a cancellation or material change in Vendor’s insurance policy. Except where prohibited by law, Vendor will require its insurer to waive all rights of subrogation against Vendor’s insurers and Vendor.
19. Governing Law; Jurisdiction. The PO and all matters arising out of or relating to the PO are governed by California (USA) law, without regard to conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the PO. State and federal courts in California (USA) have exclusive jurisdiction over any dispute arising out of or relating to the PO. Vendor consents to the personal jurisdiction and venue of these courts.
20. General. Any change in or waiver of the terms of the PO will be effective only if in writing signed by Buyer.