Purchase Order - Terms & Conditions
1. Applicability. This purchase order is an offer by G&G Outfitters, 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") subject to these terms and conditions (the "Terms"; together with the terms and conditions on the face of the purchase order, the "PO"). This PO and the incorporated documents are the entire agreement of the parties concerning the PO and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the PO. These Terms prevail over any terms or conditions contained in any other documentation and expressly exclude any of Seller's general terms and conditions of sale or any other document issued by Seller in connection with this PO. These Terms apply to any repaired or replacement Goods provided by Seller hereunder. Buyer is not obligated to any minimum purchase or future purchase obligations under this PO.
2. Acceptance. This PO is not binding on Buyer until Seller accepts the PO in writing or commences performance. If Seller does not accept the PO in writing or provide written notice that it has commenced performance within ten (10) days of Seller's receipt of the PO, this PO will lapse. Buyer may withdraw the PO at any time before it is accepted by Seller.
3. Delivery Date. Seller shall deliver the Goods in the quantities and on the date(s) specified in this PO or as otherwise agreed in writing by the parties (the "Delivery Date") to the Buyer’s address specified in the PO (the “Delivery Location”). Time is of the essence. If Seller fails to deliver the Goods in full on the Delivery Date, Buyer may terminate the PO immediately by providing written notice to Seller and Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller's failure to deliver the Goods on the Delivery Date.
4. Quantity. If Seller delivers more or less than the quantity of Goods ordered, Buyer may reject all or any excess Goods. Any such rejected Goods shall be returned to Seller at Seller's risk and expense. If Buyer does not reject the Goods and instead accepts the delivery of Goods at the increased or reduced quantity, the Price for the Goods shall be adjusted on a pro-rata basis.
5. Shipping Terms. Unless the Buyer informs the Seller otherwise in writing, delivery of the Goods is F.O.B. Destination (domestic sourced goods) or Delivered Duty Paid (international sourced goods). The Buyer may require different Incoterms as listed on the PO. Seller shall give written notice of shipment to Buyer when the Goods are delivered to a carrier for transportation. Seller shall provide Buyer all shipping documents, including the commercial invoice, packing list, air waybill/bill of lading and any other documents necessary to release the Goods to Buyer within three business days after Seller delivers the Goods to the transportation carrier. The PO number must appear on all shipping documents, shipping labels, bills of lading, air waybills, invoices, correspondence and any other documents pertaining to the PO.
6. 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.
7. Amendment and Modification. No change to this PO is binding upon Buyer unless it is in writing, specifically states that it amends this PO and is signed by an authorized representative of Buyer
8. Inspection and Rejection of Nonconforming Goods. The Buyer has the right to inspect the Goods on or after the Delivery Date. 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.
9. Price, Invoice, Payment Terms. The price of the Goods is the price stated in the PO (the "Price"). Seller shall issue an invoice to Buyer within five (5) days of delivery unless other payment terms are set forth on the PO, Buyer shall pay all properly invoiced amounts due to Seller within sixty (60) days from the later of the following (a) the date Buyer accepts the Goods or (b) Buyer’s receipt of an acceptable invoice, except for any amounts disputed by Buyer in good faith.
10. Setoff. Without prejudice to any other right or remedy it may have, Buyer reserves the right to set off at any time any amount owing to it by Seller against any amount payable by Buyer to Seller.
11. Warranties. Seller warrants to Buyer that all Goods (a) will not infringe or misappropriate any third party's patent, trademark, copyright or other intellectual property rights and (b) are free of hazardous materials. Any applicable statute of limitations runs from the date of Buyer's discovery of the noncompliance of the Goods with the foregoing warranties.
12. Indemnification. Seller shall defend, indemnify and hold harmless Buyer and Buyer's affiliates, successors or assigns and their 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, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with (a) the products purchased from Seller or Seller's negligence, willful misconduct or breach of the Terms, (b) any claim that any such products were defective or not in compliance with any product safety law, regulation, order or standard, or (c) 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. During the term of the PO and for a period of three (3) years thereafter, Seller shall, at its own expense, maintain and carry insurance sufficient for its operations which shall name Buyer as an additional insured and shall require that Seller shall provide Buyer with thirty (30) days' advance written notice in the event of a cancellation or material change in Seller's insurance policy.
14. Compliance with Laws. Seller is in compliance with, and shall ensure that the Goods and its subcontractors and its performance under this Order are in compliance with, and Seller and all its subcontractors and the Goods shall comply with, all applicable federal, state and local laws, regulations and ordinances, including but not limited to all standards issued by the US Consumer Product Safety Commission and the requirements of the California Office of Environmental Health Hazard Assessment and California Proposition 65. Seller has and shall, at its own cost, maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under the Order. Seller shall determine whether the Goods are in compliance with this section 14 prior to accepting the Order in writing or commencing performance under the Order.
15. Termination. Buyer may terminate this PO, in whole or in part, at any time with or without cause for undelivered Goods on five (5) days' prior written notice to Seller. In addition to any remedies that may be provided under the Terms, Buyer may terminate this PO with immediate effect upon written notice to the Seller, either before or after the acceptance of the Goods, if Seller has not performed or complied with any of these Terms, in whole or in part. Unless termination is due to default of Seller, Buyer shall pay Seller on a cost plus 5% basis for work completed prior to the date of the termination. If the Seller becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, then the Buyer may terminate this PO upon written notice to Seller. If Buyer terminates the PO for any reason, Seller's sole and exclusive remedy is payment for the Goods received and accepted by Buyer prior to the termination.
16. Waiver. No waiver by any party of any of the provisions of the PO shall be effective unless explicitly set forth in writing and signed by the party so waiving.
17. Force Majeure. Neither party shall be liable to the other for any delay or failure in performing its obligations under the PO to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, without such party's fault or negligence, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable ("Force Majeure Event”).
18. Miscellaneous. Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under the PO without the prior written consent of Buyer. All matters arising out of or relating to this PO shall be governed by the laws of the State of Maryland without regard to conflict of laws principles. Any legal suit, action or proceeding arising out of or relating to this PO shall be instituted in the federal courts of the United States of America or the courts of the State of Maryland in each case located in Baltimore County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.