Fillable Printable Purchase Order Form Terms and Conditions

Purchase Order Form Terms and Conditions

Purchase Order Terms and Conditions Page 1

PURCHASE ORDER

TERMS AND CONDITIONS

1. DEFINITIONS:

Buyer means the CA company as specified in the Purchase Order (as defined

below).

Confidential Information shall have the meaning as specified in clause 14

below.

Delivery Date means the date when the goods are delivered to CA pursuant to

clause 6 below.

Purchase Order means an order for goods and/or services to be provided by the

Supplier and the corresponding fees to be paid by the Buyer issued by Buyer

subject to these terms and conditions.

Supplier means the company as specified in the Purchase Order.

Warranty Period means the period of twelve months from the later of either the

Delivery Date or acceptance.

2. APPLICATION OF TERMS:

2.1 Supplier agrees to deliver goods and/or perform the services as described in

the Purchase Order and in accordance with the terms and conditions stated in

this Purchase Order

2.2 Additional or different terms in the Supplier’s acknowledgement or any other

Supplier documents are hereby rejected.

2.3 This Purchase Order is non-exclusive. Buyer is free to engage others to

provide goods the same as or similar to Supplier's.

3. CANCELLATION OR CHANGE OF PURCHASE ORDERS:

Buyer reserves the right to cancel any Purchase Order at any time prior to

shipment of the goods and shall not be subject to any charges or other fees

whatsoever as a result of such cancellation. Buyer may by written communication

cancel or make changes to any Purchase Order subject to an equitable

adjustment in the price, delivery schedule, or both, where appropriate.

4. PRICES AND TAXES:

4.1 Prices or fees specified in the applicable Purchase Order will be exclusive of

GST and/or VAT unless provided otherwise on the Purchase Order but inclusive

of any other incidental costs and taxes including without limitation all freight,

insurance and packing charges, all sales, use, excise, added value and similar

taxes, and all customs, duties or governmental impositions unless agreed

otherwise in writing by the Buyer. All taxes to be paid by Buyer must be

separately itemized on the invoice.

4.2 In the event that any payment to be made in respect of any invoice issued by

Supplier pursuant to a Purchase Order is subject by law to any withholding tax,

Buyer shall make payment to Supplier of the amount owing, less a deduction for

such withholding tax and shall account to the relevant tax authority for the

appropriate withholding tax. Payment of such net sum to Supplier and to the

relevant tax authority of the said withholding tax shall, for the purposes of this

Agreement, constitute full settlement of the sums owing under the relevant

Purchase Order. Buyer hereby agrees that it will, upon written request from

Supplier and at Supplier’s expense, furnish any necessary evidence that may

reasonably be required of the payment of the said withholding tax.

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4.3 Supplier warrants that the prices for the goods sold and/or services

performed hereunder are not less favorable than those currently extended to any

other customer for the same or similar products in similar quantities and/or

services. In the event Supplier reduces its prices for such goods and/or services

prior to accepting Buyer’s Purchase Order or during the term of performance of

any Purchase Order for services, Supplier agrees to reduce the prices hereof

accordingly. Supplier warrants that the prices shown in the Purchase Order shall

be complete and no additional charges shall be added without Buyer’s express

written consent. Such additional charges include, but are not limited to, shipping,

packaging, labeling, custom duties, taxes, insurance, storage, boxing and crating.

4.4 If a decrease in the price for any goods and/or services becomes effective

after Supplier accepts a Purchase Order for the goods and/or services, but

before Supplier has shipped the goods or performed the services, the price

Buyer will pay will be the price in effect when the Seller ships the goods to Buyer

or performs the services. In the event of a price decrease, Supplier will grant to

Buyer a credit with respect to goods then in Buyer’s inventory or the services

performed. The price protection credit will be equal to the difference between the

price originally paid by the Buyer and the new adjusted price of the goods and/or

services less any previously issued credits. If an increase in the price for any

goods and/or services becomes effective after Supplier accepts a Purchase

Order for the goods and/or services but before Seller has shipped the goods or

performed the services, the price Buyer will pay will be the price in effect when

the Seller accepted the Purchase Order from Buyer.

5. PAYMENT TERMS AND INVOICES:

5.1 As full consideration for the delivery of goods and/or performance of the

services and the assignment of rights to Buyer as provided herein, Buyer shall

pay Supplier the amount specified in the applicable Purchase Order. Supplier

shall submit invoices in compliance with the tax legislation in the local jurisdiction

and showing applicable Purchase Order number, description of goods, quantity,

unit prices, extended totals, completion date of services (if any), shipping date,

product serial numbers and any other information requested by Buyer.

5.2 All properly submitted and undisputed invoices will be paid within sixty (60)

days of the date the invoice is received by Buyer. Payment of any invoice shall

not constitute acceptance of any goods. An invoice may be rejected for

noncompliance with any terms and conditions. Any credit memos due to Buyer’s

organization shall be transacted within five (5) business days.

5.3 All invoices shall be issued in the currency as set out in the Purchase Order.

5.4 The mode of payment shall be at Buyer’s sole discretion and all bank

charges or back charges relating thereto shall be borne by Supplier.

6. SHIPPING, DELIVERY AND ACCEPTANCE:

6.1 Supplier shall deliver the goods and/or perform the services as specified in

the applicable Purchase Order

6.2 Supplier shall package and ship all goods in accordance with such industry

standards as may be applicable to ensure that the goods are received by Buyer

in good condition compliance with the Purchase Order. The applicable Purchase

Order number must appear on all shipping containers, packing lists, delivery

tickets and bills of lading. Title and risk of loss shall pass to Buyer upon delivery

at the destination nominated by the Buyer or upon final acceptance by Buyer

whichever is later.

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6.3 Buyer reserves the right to refuse shipments and/or performance of services

made before or after the date set forth in the Purchase Order. If goods ordered

are destroyed prior to the title passing to Buyer or if the delivery of the goods

(and/or performance of services) is not completed on time, Buyer may, at its

option, require delivery of substitute goods of equal quantity and quality,

terminate the Purchase Order as to items not yet shipped or services not yet

rendered and to purchase substitute items or services elsewhere or to direct

Supplier to ship by the most expeditious means available, all at Supplier’s risk

and expense. Supplier assumes all risk of loss, damage or destruction to any

goods rejected by Buyer. Time for delivery shall be of the essence.

6.4 Acceptance of deliveries not in conformance with the Purchase Order or the

terms of this Agreement shall not be deemed a waiver of Buyer’s right to hold

Supplier liable for any loss or damage to Buyer or modify Supplier’s obligation to

make future deliveries in conformance with the terms herein. Shipments which do

not conform with the terms of this Agreement may be returned to Supplier and

Supplier shall pay Buyer for all handling and transportation costs incurred in

connection therewith. Supplier shall bear all costs of shipping, transportation and

packing unless otherwise agreed to in writing by Buyer.

6.5 Acceptance by Buyer will occur (i) for services or goods installed by Supplier,

upon completion to the satisfaction of Buyer of any acceptance tests or programs

described in the Purchase Order or attachments thereto, as evidenced by any

acceptance certificate signed by Buyer; or (ii) for goods not installed by the

Supplier, on the thirtieth (30th) day following receipt of the goods by Buyer,

unless Supplier is notified in writing within this period that, in Buyer’s sole

judgment, the goods do not conform to Supplier’s specifications, in which event

Buyer may return the goods to Supplier, freight collect, and be refunded all

advance payment made therefore.

7. REPRESENTATIONS AND WARRANTIES:

7.1 Supplier hereby represents and warrants that (i) it is authorized to sell the

goods and/or performance the services set out in the Purchase Order; (ii) all

goods provided and/or services performed will comply with the descriptions and

specifications as set out in the Purchase Order; (iii) all goods provided are of

genuine and authentic manufacture, new and unused, and will throughout the

Warranty Period be free from defects in design, materials, workmanship and

manufacture, be of satisfactory quality and fit for the purposes communicated by

Buyer or if not communicated by the Buyer fit for the purposes as can be

reasonably deemed; and (iv) all services will be performed in a workmanlike and

professional manner by employees or subcontractors of Supplier having a level

of skill commensurate with the requirements of the agreed upon scope of work

and that its performance of services do not and will not infringe any patent,

Supplier hereby agrees that it will make spare parts available to Buyer for a

period of five (5) years from the date of final acceptance by Buyer at Supplier’s

then current price less applicable discounts.

7.2 The foregoing warranties are in addition to all other warranties, express or

implied, and shall survive the delivery, performance, inspection, acceptance or

payment by Buyer. Buyer’s inspection, test, approval, acceptance or use of any

goods will not relieve Supplier of any warranties specified herein or otherwise

applicable. If Buyer identifies a warranty problem during the Warranty Period,

Buyer will notify Supplier and may, at its sole option, and at Supplier’s expense:

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(i) require Supplier to correct any defect or nonconformance; (ii) return deficient

or nonconforming goods to Supplier for a full refund of amounts paid for those

deficient or non-conforming goods; (iii) correct the deficient or nonconforming

goods itself, or (iv) re-perform the services or any part thereof which fails to

conform to Buyer’s specifications. Replacement or repaired goods shall be

warranted for the remainder of the warranty period or six (6) months, whichever

is longer.

8. TERMINATION:

8.1 Buyer may terminate any Purchase Order upon written notice to Supplier if

Supplier: (i) fails to perform or otherwise materially breaches any term of this

Purchase Order and such failure or breach is not remedied within seven (7) days

of Buyer’s notice to do so; (ii) files a petition in bankruptcy, becomes insolvent, or

dissolves; (iii) breaches any confidentiality obligations; or (iii) assigns or attempts

to assign this Purchase Order in whole or in part to a third party without prior

written consent of Buyer.

8.2 Buyer may terminate any Purchase Order in whole or in part at its discretion

and without any liability to Supplier for damages or loss (whether direct or indirect)

upon thirty (30) days written notice to Supplier, except for payment of the price of

the goods supplied and services performed and accepted by Buyer prior to the

date of termination specified in such notice. Supplier shall cease to provide

goods under the applicable Purchase Order on the date of termination specified

in such notice.

8.3 Upon the termination of the Purchase Order for any reason, Supplier will

promptly deliver at the expense of Supplier and in accordance with Buyer's

instructions to Buyer all work product (whether in process or completed) created

by Supplier pursuant to such Purchase Order prior to the date of termination and

all Buyer’s Confidential Information.

8.4 The termination of any Purchase Order shall not affect any obligation of the

parties incurred before the termination date. Notwithstanding the termination or

expiration of the Purchase Order, the terms of this Agreement which by their

context, intent and meaning are intended to survive the termination or expiration

of the Purchase Order shall survive any termination or expiration of the Purchase

Order.

9. INDEPENDENT CONTRACTOR SERVICES:

The parties agree that Supplier is an independent contractor for all purposes,

without express or implied authority to bind Buyer by contract or otherwise.

Supplier is responsible for all costs and expenses incident to performing its

obligations under any Purchase Order and shall provide its own supplies and

equipment.

10. OWNERSHIP:

10.1 All work product and goods (including without limitation all documentation,

user manuals, training materials, guides, specifications and other information

relating thereto whether in writing, electronic format or otherwise created or

delivered by Supplier pursuant to a Purchase Order) shall be and remain the sole

and exclusive property of Buyer. Supplier hereby agrees to irrevocably assign

and transfer to Buyer and does hereby assign and transfer to Buyer all of its

worldwide rights, title and interest in and to the work product and/or the goods

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including all associated intellectual property rights. All tools and equipment

supplied by Buyer to Supplier shall remain the sole property of Buyer.

10.2 Supplier warrants that it has all right and authority necessary to confer clear

title and ownership to the Buyer in accordance with this Purchase Order. Supplier

irrevocably agrees not to assert against Buyer, any affiliate or holding or parent

company of the Buyer, or its direct or indirect customers, assignees or licensees

any claim of any intellectual property rights of Supplier affecting the work product

and/or goods and/or the services.

11. INDEMNITY:

11.1 Supplier shall indemnify, defend, and hold harmless Buyer and Buyer’s

officers, directors, employees, successors, assigns, agents, and customers from

and against any, and all claims, actions, liabilities, damages, losses, costs, and

expenses (including legal fees) arising out of or in any way connected with the

goods provided and/or the services performed under any Purchase Order

including without limitation:

(i) defective workmanship, quality of material or service (ii) any claim by a third

party alleging that goods or services, the results of such services, or any other

products or processes provided under any Purchase Order infringe a patent,

whether such are provided alone or in combination with other products, software

or processes; (iii) Supplier’s failure to comply with any applicable law, statute,

rule or regulation, including without limitation, related to privacy and publicity; (iv)

the negligence or willful misconduct of the Supplier, its agents or employees; (v)

death or bodily injury to any person; or (vi) damage or destruction to property,

caused by, arising out of, connected with or resulting from the goods and/or the

acts or omissions of the Supplier, its agents, subcontractors.

11.2 Should Buyer’s use, or use by its employees, contractors, subcontractors or

customers, of any goods or services purchased from Supplier be threatened by

injunction or any legal proceeding, Supplier shall, at is sole cost and expense,

either: (i) substitute fully equivalent non-infringing goods; (ii) modify such goods

so that they no longer infringe but remain fully equivalent in functionality; (iii)

obtain for Buyer, its employees, contractors, subcontractors or customers the

right to continue using such goods; or (iv) if none of the foregoing is possible,

refund all amounts paid for the infringing goods.

12. INSURANCE:

Supplier shall obtain and maintain at its expense in full force and effect during the

term of this Agreement (i) commercial general liability insurance (including

contractual liability coverage) on an occurrence basis for bodily injury, death,

“broad form” property damage, advertising injury and personal injury, with

coverage limits of not less than Two Million Dollars ($2,000,000), per occurrence

and Two Million Dollars ($2,000,000), general aggregate for bodily injury and

property damage, (ii) auto liability insurance covering all owned, non-owned and

hired vehicles, with coverage limits of not less than One Million Dollars

($1,000,000), per occurrence for bodily injury and property damage, (iii) worker’s

compensation insurance as required by law in the state where the services will

be performed, (iv) employer’s liability coverage for injury, disease and death with

coverage limits of not less than One Million Dollars ($1,000,000), per accident

and employee, (v) employee dishonesty coverage (including coverage for third

party crimes) for loss of money, securities, and other property with extended

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coverage to cover property and money at non-owned premises for limits not less

than $250,000 and a deductible no greater than $5,000, per loss per occurrence,

naming Buyer as loss payee, (vi) an umbrella liability coverage on an occurrence

form, for limits of Three Million Dollars ($3,000,000), per occurrence and in the

aggregate. The insurance policies described herein shall name Buyer as an

additional insured thereunder. Supplier’s insurance coverage shall be considered

primary without right of contribution of Buyer’s insurance policies.

Notwithstanding the foregoing, Supplier’s insurance policy will contain a

severability of interests clause. Upon request, Supplier shall provide Buyer with a

certificate of insurance evidencing the insurance coverages required herein. The

insurance companies now or hereafter issuing the foregoing insurance policies

shall be insurance carriers to be rated A- or better by A.M. Best Company. Any

material modification, renewal, replacement or cancellation of such insurance

coverages shall require at least thirty (30) days prior written notice to Buyer with

the exception of non-payment, in which case, such policy shall require ten (10)

days prior written notice to Buyer. In no event shall the foregoing coverage limits

affect or limit in any manner Supplier’s contractual liability for indemnification

under this Agreement.

13. FORCE MAJEURE:

In the event that either party is unable to perform any of its obligations under the

Purchase Order, or to enjoy any of its benefits because of (or if loss of the goods

is caused by) natural disaster, actions or decrees of governmental bodies or

communications line failure not the fault of, or that could not reasonably have

been prevented or avoided by, the affected party (hereinafter referred to as a

“Force Majeure Event” or “Event”), the party who has been so affected shall

immediately give notice to the other party and shall do everything possible to

resume performance. Upon receipt of such notice, all obligations under the

Purchase Order shall be immediately suspended. If the period of

nonperformance exceeds fifteen (15) days from the receipt of notice of the Force

Majeure Event, the Party whose ability to perform has not been so affected may

give written notice to terminate the Purchase Order. Except as provided herein,

delays in delivery due to Force Majeure Events shall automatically extend the

delivery date for a period equal to the duration of such Events; any warranty

period affected by a Force Majeure Event shall likewise be extended for a period

equal to the duration of such Event.

14. CONFIDENTIALITY:

Unless expressly provided herein, Supplier agrees not to use, copy, alter or

directly or indirectly disclose any of Buyer’s proprietary or confidential information

whether written or verbal (“Confidential Information”), except in the course of

performing its obligations under this Purchase Order. Additionally, Supplier

agrees to limit its distribution of Confidential Information to Supplier's employees

who have a need to know, and to take reasonable steps to ensure that the

dissemination limited. In no event will Supplier use less than the degree of care

and means that it uses to protect its own information of like kind, but in any event

not less than reasonable care to prevent the unauthorized use of Confidential

Information. Supplier shall not advertise or release any statement mentioning

Buyer or the fact that Seller has contracted to furnish goods to Buyer without the

prior written consent of Buyer. Notwithstanding the foregoing, Buyer shall have

the right to use any information concerning Supplier’s products, manufacturing

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methods, or processes which Supplier shall disclose to Buyer without restriction

during the performance of the Purchase Order.

15. LIMITATION OF LIABILITY:

15.1 In no event shall Buyer be liable to Supplier for anticipated or actual lost

profits, loss of business, loss of savings, loss of data or for any indirect, special,

incidental or consequential loss or damage however arising (in contract tort or

otherwise), even if Buyer has been advised of the possibility of such damage.

15.2 Buyer's liability in contract tort (including negligence) or otherwise arising

under this Purchase Order shall not exceed the amount equal to the fees paid for

the good that gives rise to the claim.

15.3 Nothing in this Purchase Order shall exclude the parties’ liability for death or

personal injury caused by their negligence.

16. COMPLIANCE WITH LAWS:

16.1 General: Supplier shall comply fully with all applicable laws and regulations

in the performance of this Purchase Order including without limitation all

applicable import or export laws and regulations. Supplier will otherwise comply

in any and all respects with all applicable laws, ordinances, rules and regulations

and other legal requirements that apply to this Agreement.

16.2 Customs: Upon Buyer's request, Supplier will promptly provide Buyer with a

statement of origin for all goods.

16.3 Supplier will not use any payment or other benefit derived from Buyer to

offer, promise or pay any money, gift or any other thing of value to any person for

the purpose of influencing official actions or decisions affecting this Agreement,

while knowing or having reason to know that any portion of this money, gift or

thing will, directly or indirectly, be given, offered or promised to an employee,

officer or other person acting in an official capacity for any government or agency

or any political party, party official or candidate for political office.

16.4 Supplier will at all times refrain from engaging in any illegal, unfair or

deceptive trade practices or unethical business practices. Supplier shall at its

expense obtain any and all permits, licenses, authorizations, and/or certificates

that may be required in any jurisdiction or by any regulatory or administrative

agency in connection with its activities hereunder. Supplier shall adhere to

Buyer’s rules and policies and disseminate current information and materials as

announced or provided from time to time by Buyer to Supplier. Supplier shall

comply with Buyer’s Code of Ethics and Business Conduct at all times.

17. GENERAL:

17.1 If any provision of this Purchase Order shall be deemed to be invalid, illegal

or unenforceable, the validity, legality and enforceability of the remaining

provisions shall not in any way be affected or impaired thereby.

17.2 Any party’s delay or failure to exercise any of its rights under the Purchase

Order and/or the terms set out herein shall not be deemed or construed to

operate as that party’s waiver of any such rights.

17.3 All notices, and other communications hereunder shall be in writing, and

shall be addressed to Supplier’s address for payment or to an authorized Buyer

representative, and shall be considered given when (a) delivered personally, (b)

sent by confirmed facsimile, (c) sent by commercial overnight courier with written

verification receipt, or (d) three (3) days after having been sent, postage prepaid,

by first class or certified mail.

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17.4 The Purchase Order and the terms set out herein contains the whole

agreement between the parties and supercedes all previous written or oral

agreements relating to the subject matter.

17.5 The parties acknowledge and agree that:

(a) they have not been induced to enter into this Purchase Order by any

representation warranty or other assurance not expressly incorporated into it;

and

(b) in connection with this Purchase Order their only rights and remedies in

relation to any representation warranty or other assurance are for breach of this

Purchase Order and that all other rights and remedies are excluded.

17.6 The provisions of clause 17.4 and 17.5 shall not affect the parties rights or

remedies in relation to any fraud or fraudulent misrepresentation.

17.7 This Purchase Order does not and is not intended to confer any benefit on

nor create any right exercisable or enforceable by any third party.

17.8 This Purchase Order may not be varied, modified, altered, or amended

except in writing, signed by both parties. The terms and conditions of this

Purchase Order shall prevail notwithstanding any variance with the terms and

conditions of any acknowledgment or other document submitted by Supplier.

17.9 During the term of the Purchase Order, Supplier will, and will be responsible

for ensuring that its employees, servants, and agents will, whenever on the

Buyer’s premises, obey all reasonable instructions and directions issued by the

Buyer.

17.10 Supplier shall keep complete and accurate records of all costs of

performance under the Purchase Order, which shall be subject to inspection and

audit by Buyer in the event of termination or equitable adjustment or with respect

to any Purchase Order for which the price is based on time and cost of materials.

17.11 Supplier shall not assign or subcontract its obligations under the Purchase

Order, in whole or in part, or any interest therein, without Buyer’s written consent.

If Buyer consents to any assignment or subcontract, Supplier shall remain liable

and responsible for all of its obligations hereunder, and shall guarantee

performance by its assignee or subcontractor.

18. GOVERNING LAW AND JURISDICTION:

The Purchase Order shall be governed by the laws of the country in which the

goods are delivered to or the services are performed. Any dispute or cause of

action which arises in connection with the Purchase Order shall be brought

before a court of competent jurisdiction in the country in which the goods are

delivered to or the services are performed.