This Purchase Order (“PO”) constitutes Buyer’s offer to purchase the goods and/or services described herein. Acceptance of this PO is expressly limited to these Terms & Conditions. Any additional or conflicting terms proposed by the Supplier shall be void unless agreed in writing by the Buyer. Commencement of performance or shipment by the Supplier shall be deemed acceptance of these Terms.
Supplier warrants that all goods shall be new, genuine, and free from defects in material, workmanship, and title. All goods must conform to the specifications, drawings, OEM standards, and descriptions set forth in the PO. Supplier shall comply with all applicable laws, regulations, and industry standards in the country of manufacture and destination. Substitution of goods or deviation from specifications is prohibited without Buyer’s prior written approval.
Time is of the essence. Delivery shall be made strictly in accordance with the schedule specified in the PO. If delivery is delayed, Buyer reserves the right to cancel the PO, procure goods elsewhere, and charge Supplier for any excess cost incurred. Title and risk of loss or damage remain with Supplier until delivery is accepted by the Buyer at the designated delivery point.
Buyer reserves the right to inspect goods upon receipt and reject any nonconforming, defective, or unauthorized items. Rejected goods shall be returned at Supplier’s cost, and replacement or refund must be made within a reasonable period as specified by Buyer. Acceptance of goods by Buyer shall not relieve Supplier of liability for hidden defects or non-compliance discovered later.
Supplier warrants that goods will remain free from defects and conform to agreed specifications for a minimum of 12 months from delivery or 12 months from installation/use, whichever is later, or as per OEM warranty, whichever is longer. Supplier shall, at its own expense, promptly repair, replace, or refund defective goods or services.
Payment shall be made in accordance with the terms stated in the PO. Payment does not constitute acceptance of goods nor waive Buyer’s rights for defective or noncompliant performance.
Supplier shall indemnify, defend, and hold Buyer harmless from any claims, damages, losses, penalties, or expenses arising out of: defective or non-conforming goods; Supplier’s negligence, breach, or misconduct; violation of intellectual property rights. Supplier shall maintain adequate liability and product insurance to cover such risks and provide evidence of coverage upon request.
All drawings, specifications, and information provided by Buyer remain Buyer’s property and must not be disclosed or used for purposes outside the scope of the PO without Buyer’s written consent.
Neither party shall be liable for delays caused by events beyond reasonable control (e.g., natural disasters, strikes, war). Supplier must notify Buyer immediately of such events, and Buyer reserves the right to cancel affected orders without liability.
Buyer may terminate this PO at any time for convenience by written notice, with liability limited to accepted goods delivered prior to termination. Buyer may terminate immediately without liability if Supplier fails to perform, breaches any term of the PO, or becomes insolvent.
This PO shall be governed by and construed under the laws of [Insert Jurisdiction]. Any disputes shall be resolved through arbitration or courts located in Buyer’s jurisdiction, unless otherwise agreed in writing.