PO Terms and Conditions
General Purchase Order Terms and Conditions 20232
1. Applicability. This purchase order is an offer by Reyco Systems, Inc. (the "Buyer") for the purchase of the goods specified on the face of this purchase order (the "Goods") from the party to whom the purchase order is addressed (the "Seller") in accordance with and subject to these terms and conditions (the "Terms"; together with the terms and conditions on the face of the purchase order, the "Order"). If the purchase order refences the sellers quotation, then the purchase order is an acceptance of the Sellers Offer to sell.
2. Delivery Date. Seller shall deliver the Goods in the quantities and on the date(s) specified in this Order or as otherwise agreed in writing by the parties (the "Delivery Date"). Timely delivery of the Goods is of the essence. If Seller fails to deliver the Goods in full on the Delivery Date, Buyer may terminate the Order immediately by providing
written notice to Seller and Seller shall indemnify Buyer against any damages and reasonable costs directly attributable to Seller's failure to deliver the Goods on the Delivery Date.
3. Delivery Location. All Goods shall be delivered to the address specified in this Order (the "Delivery Location") during Buyer's normal business hours or as otherwise instructed by Buyer.
4. Title and Risk of Loss. Title passes to Buyer upon delivery of the Goods to the Delivery Location. Seller bears all risk of loss or damage to the Goods until delivery of the Goods to the Delivery Location.
5. Packaging. All goods shall be packed for shipment in a manner sufficient to ensure that the Goods are delivered in undamaged condition.
6. Amendment and Modification. No change to this Order is binding upon Buyer unless it is in writing, specifically stating that it amends this Order and is signed by an authorized representative of Buyer.
7. Inspection and Rejection of Nonconforming Goods. Buyer, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. If Buyer rejects any portion of the Goods, Buyer has the right, effective upon written notice to Seller, to: (a) rescind the
Order in its entirety; (b) accept the Goods at a equitably reduced price; or (c) reject the Goods and require replacement of the rejected Goods.
8. Price. The price of the Goods is the price stated in the Order (the "Price"). Unless otherwise specified in the Order, the Price includes all costs to provide and deliver the Goods to the Delivery Location. Any changes to the Price require the prior written approval of the Buyer.
9. Payment Terms. Seller shall issue an invoice to Buyer on or any time after the completion of delivery and only in accordance with the Terms. Buyer shall pay all properly invoiced amounts due to Seller within 45 days after Buyer's receipt of a proper invoice. Seller must include the Order number on the invoice.
10. Warranties. Seller warrants to Buyer that all Goods will be free from defects in workmanship, material and design, and conform to all specifications provided by Buyer. If Buyer gives Seller notice of noncompliance with this Section, Seller shall, at its own cost and expense, promptly replace or repair the defective or nonconforming Goods.
11. General Indemnification. Seller shall defend, indemnify and hold harmless Buyer its subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders and employees and Buyer's customers (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment,
interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs (collectively, "Losses") arising out of or occurring in connection with the products purchased from Seller resulting from the Seller's negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's or Indemnitee's prior written consent.
12. Intellectual Property Indemnification. Seller shall, at its expense, defend, indemnify and hold harmless Buyer and any Indemnitee against any and all Losses arising out of or in connection with any claim that Buyer's or Indemnitee's use or possession of the Goods infringes or misappropriates the patent, copyright, trade secret or other
intellectual property right of any third party. In no event shall Seller enter into any settlement without Buyer's or Indemnitee's prior written consent.
13. Insurance. Seller shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) with limits customary to industry the Seller operates in and with financially sound and reputable insurers. Upon Buyer's request, Seller shall provide
Buyer with a certificate of insurance from Seller's insurer evidencing the insurance coverage specified in this Order.
14. Compliance with Law. Seller is in compliance with and shall comply with all applicable laws, regulations and ordinances.
15. Termination. Buyer may terminate this Order, in whole or in part, at any time with or without cause for undelivered Goods on 15 days' prior written notice to Seller. If Buyer terminates the Order for any reason, Seller's sole and exclusive remedy is payment for the Goods received and accepted by Buyer prior to the termination.
16. Limitation of Liability. Nothing in this Order shall exclude or limit (a) Seller's liability under Sections 1, 9, 10, 11 and 17 hereof, or (b) Seller's liability for fraud, personal injury or death caused by its negligence or willful misconduct. Each party's maximum liability to the other party shall not exceed two times the Order Price
17. Waiver. No waiver by any party of any of the provisions of the Order shall be effective unless explicitly set forth in writing and signed by the party so waiving.
18. Confidential Information. All non-public, confidential or proprietary information of the Buyer, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Buyer to Seller, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the Order is confidential, solely for the use of performing the Order and may not be disclosed or copied unless authorized by Buyer in writing. Upon Buyer's request, Seller shall promptly return all documents and other materials received from Buyer. Buyer shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Seller at the time of disclosure; or (c) rightfully obtained by the Seller on a non-confidential basis from a third party.
19. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such party's (the "Impacted Party") failure or delay is caused by or results from the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; and (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; (h)
telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within 10 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of 60 consecutive days following written notice given by it under this
Section 24, the other party may thereafter terminate this Agreement upon 10 days' written notice.
20. Assignment. Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under the Order without the prior written consent of Buyer.
21. Conflicts in Interpretation. In the event of any conflicts or inconsistencies between the terms contained in this General Purchase Order Terms and Conditions and a subsequent purchase order, the terms contained in this General Purchase Order Terms and Conditions shall govern.
22. Relationship of the Parties. The relationship between the parties is that of independent contractors.
23. Governing Law. All matters arising out of or relating to this Order shall be governed by and construed in accordance with the internal laws of the State of (Idaho without giving effect to any choice or conflict of law provision or rule (whether of the State of Idaho or any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than those of the State of Idaho.
24. Cumulative Remedies. The rights and remedies under this Order are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.
25. Notices. All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of this Order.
26. Severability. If any term or provision of this Order is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
27. Survival. Provisions of this Order which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Order including, but not limited to, the following provisions: Warranties, General Indemnification, Intellectual Property Indemnification, Insurance, Compliance with Laws, Confidentiality, and Governing Law.