P.O. Terms
PURCHASE ORDER TERMS AND CONDITIONS
1. Linder & Associates’ (“Purchaser”) acceptance of this Purchase Order is limited to the terms on the face and back hereof. Additional terms on Seller’s (party named as Vendor on face of Purchase Order) form are objected to and rejected and shall be deemed a material alteration hereof.
2. This Purchase Order and any documents referred to on the face hereof constitute the entire agreement between the parties and can only be modified by a writing signed by both parties. No part of this order may be assigned or subcontracted without the prior written approval of Purchaser. Any monies due Purchaser from Seller can be set off from any monies due Seller from Purchaser whether or not under this contract. Purchaser’s failure to insist on any right shall not operate as a waiver of any other right. Time is of the essence of this contract.
3. Purchaser reserves the right to terminate this contract for commercially reasonable purposes. In such event Seller shall immediately stop all work and observe any instructions from Purchaser as to work in process. Seller shall be paid an equitable adjustment for work already performed.
4. Purchaser may cancel this contract for cause in the event of a default by Seller. In such event, Purchaser shall not be liable to Seller for any amounts, and Seller shall be liable for, and shall hold Purchaser harmless from any damages occasioned by Seller’s breach or default. Seller shall not hold Purchaser liable if Purchaser cancels the contract based upon its good-faith belief that Seller has or will default.
5. Seller warrants that all goods or services furnished hereunder shall be merchantable, and free from any defects in workmanship or material. If Seller has been informed of the use of the products, Seller also warrants that the items furnished hereunder are suited and appropriate for such use. Seller shall indemnify and save Purchaser harmless from any breach of this warranty, and no limitations on Purchaser’s remedy in Seller’s documents shall operate to reduce this indemnification. Seller shall extend all warranties it receives from its vendors to Purchaser, and Seller’s warranty shall extend to Purchaser’s customers. Seller’s warranties discussed in this paragraph shall extend to future performance. Seller warrants that the prices quoted hereunder are the lowest prices these or similar articles are sold by the Seller to other customers and in the event of any price reduction between execution of the Purchase Order and delivery of the goods, Purchaser shall be entitled to such reduction.
6. Purchaser may delay delivery or acceptance of goods in the event of any unforeseen event. Seller shall hold the goods pending Purchaser’s direction, and Purchaser shall be liable only for direct increased costs incurred by Seller by reason of Purchaser’s instructions.
7. Purchaser shall have the right to make changes in this order at any time and Seller agrees to accept such changes. In the event such changes result in additional costs, Purchaser shall make an equitable adjustment in the purchase price provided such additional costs are itemized for Purchaser by Seller within 30 days of the change.
8. Seller agrees to hold Purchaser harmless from any patent or similar proceedings which are based on products sold by Seller hereunder. Seller shall defend any such suits at its own expense, and Purchaser shall have the right to have such litigation monitored by its own counsel.
9. In the event that this Purchase Order specifies the installation of any material or equipment or requires that employees of the Seller be present, do work, or make installation on the building or site for which the above materials, equipment or services are purchased, the Seller agrees as follows: (a) to pay all Federal and State taxes on the payroll of Seller’s employees under the terms of the various old age, unemployment or pension benefits laws now enacted or which may be enacted prior to completion of this Purchase Order; (b) to carry and pay for proper Workmen’s Compensation or Employer’s Liability insurance, property damage insurance and public liability insurance, and to hold Purchaser harmless from all costs or damage arising out of actions to or caused by Seller’s employees; (c) to abide by and comply with all Federal State laws and regulations concerning employment, wages and hours of employees engaged in the work, and agrees to defend and indemnify Purchaser and save him harmless from all claims which may be made against Purchaser by an employee or employees or governmental entity as a result of Seller’s failure to comply with such Federal and State laws and regulations; (d) Seller further agrees to defend, indemnify and save Purchaser harmless from all claims or suits for damages arising from such work or installation; (e) all such work, performed by Seller shall be done as an independent contractor and persons doing such work shall not be considered employees of Purchaser.
10. Seller shall consider all information furnished by Purchaser to be confidential and shall not disclose any such information to any other person or use such information itself for any purpose other than performing this contract, unless Seller obtains written permission from Purchaser to do so. This paragraph shall apply to drawings, specifications, or other documents prepared by Seller for Purchaser in connection with this order. Seller shall not advertise or publish the fact that Purchaser has contracted to purchase goods from Seller, nor shall any information relating to the order be disclosed without Purchaser’s written permission. Unless otherwise agreed in writing, no commercial, financial or technical information disclosed in any manner or at any time by Seller to Purchaser shall be deemed secret or confidential and Seller shall have no rights against Purchaser with respect thereto except such rights as may exist under patent laws.
11. Payment for the goods delivered hereunder shall not constitute acceptance thereof. Purchaser shall have the right to inspect such goods and to reject any or all of said goods which are in Purchaser’s judgment defective or nonconforming. Goods rejected and goods supplied in excess of quantities called for herein may be returned to Seller at its expense and in addition to Purchaser’s other rights. Purchaser may charge Seller all expenses of unpacking, examining, repacking and reshipping such goods. In the event Purchaser receives goods whose defects or nonconformity is not apparent on examination, Purchaser reserves the right to require replacement, as well as payment of damages. Nothing contained in this Purchase Order shall relieve in any way the Seller from the obligation of testing, inspection and quality control.
12. If in order to comply with Purchaser’s required delivery date it becomes necessary for Seller to ship by a more expensive way than specified in this Purchase Order, any increased transportation costs resulting there from shall be paid for by Seller unless the necessity for such rerouting or expedited handling has been caused by Purchaser.
13. Purchaser’s failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege or Purchaser’s waiver of any breach hereunder shall not thereafter waive any other terms, conditions, or privileges, whether of the same or similar type.
14. If delivery of items or rendering of services is not completed by the time promised, Purchaser reserves the right, without liability and in addition to its other rights and remedies, to cancel this contract, by notice effective when received by Seller, as to items not yet shipped or services not yet rendered, and to purchase substitute items or services elsewhere and charge Seller with any loss incurred.
15. In no event shall Purchaser be liable for anticipated profits or for incidental or consequential damages. Purchaser’s liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from this agreement or from the performance or breach thereof shall in no case exceed the price allocable to the goods or services or unit thereof which gives rise to the claim. Purchaser shall not be liable for penalties of any description. Any action resulting from any breach on the part of Purchaser as to the goods or services delivered hereunder must be commenced within one year after the cause of action has accrued.
16. Purchaser intends to use the goods or services purchased hereunder in performing a contract with a third party (“Third Party”). In the event the contract of Purchaser with the Third Party is terminated, cancellation of this Purchase Order shall occur automatically, without cancellation charges by the Seller, and no obligation of any description whatsoever shall exist on the part of Purchaser toward the Seller.
17. All materials and equipment furnished under this Purchase Order shall be subject to the approval of the Third Party, architect, engineer or any other party designated in the specifications, and Seller shall furnish the required submittal data and/or number of samples for said approval. In the event such approval is not obtained, this Purchase Order shall be deemed to be cancelled with no liability on the part of either Purchaser or Seller unless this Purchase Order is placed with the requirement that the material, equipment and/or installation of same (if installation is included) is to be supplied of the type and in such a manner as to meet requirements on plans and specifications and general conditions applicable to the contract of Purchaser with the Third Party, and Seller shall be bound thereby. In the event the material, equipment or installation (if installation is included) does not meet the foregoing requirements, Seller shall, upon receipt of notice, immediately replace same, or remedy any deficiency, without expense to Purchaser, and further, Seller shall pay to Purchaser all loss or damage resulting there from.
18. The laws of Kansas shall exclusively govern the interpretation and enforcement of this Purchase Order, and jurisdiction and venue for any litigation arising from this Purchase Order shall be exclusive to the District Court of Sedgwick County, Kansas, or if in Federal court, only in the United States District Court for the District of Kansas sitting in Wichita, Kansas. The parties further agree that attorneys’ fees shall be awarded to the prevailing party in any such litigation.
19. Risk of loss shall be on Seller and shall not pass to Purchaser until Purchaser receives actual physical possession of the goods and has accepted the goods per paragraph 11 of this Purchase Order.
20. Pursuant to OSHA safety and health regulations for construction, Seller shall properly label all hazardous chemicals and provide a material safety data sheet for such materials, to be received by our central office.
21. Linder & Associates, Inc. has implemented a policy in compliance with the Drug Free Workplace Act of 1988 (“Act”). Acceptance of this order acknowledges your compliance with the Act.
1. Linder & Associates’ (“Purchaser”) acceptance of this Purchase Order is limited to the terms on the face and back hereof. Additional terms on Seller’s (party named as Vendor on face of Purchase Order) form are objected to and rejected and shall be deemed a material alteration hereof.
2. This Purchase Order and any documents referred to on the face hereof constitute the entire agreement between the parties and can only be modified by a writing signed by both parties. No part of this order may be assigned or subcontracted without the prior written approval of Purchaser. Any monies due Purchaser from Seller can be set off from any monies due Seller from Purchaser whether or not under this contract. Purchaser’s failure to insist on any right shall not operate as a waiver of any other right. Time is of the essence of this contract.
3. Purchaser reserves the right to terminate this contract for commercially reasonable purposes. In such event Seller shall immediately stop all work and observe any instructions from Purchaser as to work in process. Seller shall be paid an equitable adjustment for work already performed.
4. Purchaser may cancel this contract for cause in the event of a default by Seller. In such event, Purchaser shall not be liable to Seller for any amounts, and Seller shall be liable for, and shall hold Purchaser harmless from any damages occasioned by Seller’s breach or default. Seller shall not hold Purchaser liable if Purchaser cancels the contract based upon its good-faith belief that Seller has or will default.
5. Seller warrants that all goods or services furnished hereunder shall be merchantable, and free from any defects in workmanship or material. If Seller has been informed of the use of the products, Seller also warrants that the items furnished hereunder are suited and appropriate for such use. Seller shall indemnify and save Purchaser harmless from any breach of this warranty, and no limitations on Purchaser’s remedy in Seller’s documents shall operate to reduce this indemnification. Seller shall extend all warranties it receives from its vendors to Purchaser, and Seller’s warranty shall extend to Purchaser’s customers. Seller’s warranties discussed in this paragraph shall extend to future performance. Seller warrants that the prices quoted hereunder are the lowest prices these or similar articles are sold by the Seller to other customers and in the event of any price reduction between execution of the Purchase Order and delivery of the goods, Purchaser shall be entitled to such reduction.
6. Purchaser may delay delivery or acceptance of goods in the event of any unforeseen event. Seller shall hold the goods pending Purchaser’s direction, and Purchaser shall be liable only for direct increased costs incurred by Seller by reason of Purchaser’s instructions.
7. Purchaser shall have the right to make changes in this order at any time and Seller agrees to accept such changes. In the event such changes result in additional costs, Purchaser shall make an equitable adjustment in the purchase price provided such additional costs are itemized for Purchaser by Seller within 30 days of the change.
8. Seller agrees to hold Purchaser harmless from any patent or similar proceedings which are based on products sold by Seller hereunder. Seller shall defend any such suits at its own expense, and Purchaser shall have the right to have such litigation monitored by its own counsel.
9. In the event that this Purchase Order specifies the installation of any material or equipment or requires that employees of the Seller be present, do work, or make installation on the building or site for which the above materials, equipment or services are purchased, the Seller agrees as follows: (a) to pay all Federal and State taxes on the payroll of Seller’s employees under the terms of the various old age, unemployment or pension benefits laws now enacted or which may be enacted prior to completion of this Purchase Order; (b) to carry and pay for proper Workmen’s Compensation or Employer’s Liability insurance, property damage insurance and public liability insurance, and to hold Purchaser harmless from all costs or damage arising out of actions to or caused by Seller’s employees; (c) to abide by and comply with all Federal State laws and regulations concerning employment, wages and hours of employees engaged in the work, and agrees to defend and indemnify Purchaser and save him harmless from all claims which may be made against Purchaser by an employee or employees or governmental entity as a result of Seller’s failure to comply with such Federal and State laws and regulations; (d) Seller further agrees to defend, indemnify and save Purchaser harmless from all claims or suits for damages arising from such work or installation; (e) all such work, performed by Seller shall be done as an independent contractor and persons doing such work shall not be considered employees of Purchaser.
10. Seller shall consider all information furnished by Purchaser to be confidential and shall not disclose any such information to any other person or use such information itself for any purpose other than performing this contract, unless Seller obtains written permission from Purchaser to do so. This paragraph shall apply to drawings, specifications, or other documents prepared by Seller for Purchaser in connection with this order. Seller shall not advertise or publish the fact that Purchaser has contracted to purchase goods from Seller, nor shall any information relating to the order be disclosed without Purchaser’s written permission. Unless otherwise agreed in writing, no commercial, financial or technical information disclosed in any manner or at any time by Seller to Purchaser shall be deemed secret or confidential and Seller shall have no rights against Purchaser with respect thereto except such rights as may exist under patent laws.
11. Payment for the goods delivered hereunder shall not constitute acceptance thereof. Purchaser shall have the right to inspect such goods and to reject any or all of said goods which are in Purchaser’s judgment defective or nonconforming. Goods rejected and goods supplied in excess of quantities called for herein may be returned to Seller at its expense and in addition to Purchaser’s other rights. Purchaser may charge Seller all expenses of unpacking, examining, repacking and reshipping such goods. In the event Purchaser receives goods whose defects or nonconformity is not apparent on examination, Purchaser reserves the right to require replacement, as well as payment of damages. Nothing contained in this Purchase Order shall relieve in any way the Seller from the obligation of testing, inspection and quality control.
12. If in order to comply with Purchaser’s required delivery date it becomes necessary for Seller to ship by a more expensive way than specified in this Purchase Order, any increased transportation costs resulting there from shall be paid for by Seller unless the necessity for such rerouting or expedited handling has been caused by Purchaser.
13. Purchaser’s failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege or Purchaser’s waiver of any breach hereunder shall not thereafter waive any other terms, conditions, or privileges, whether of the same or similar type.
14. If delivery of items or rendering of services is not completed by the time promised, Purchaser reserves the right, without liability and in addition to its other rights and remedies, to cancel this contract, by notice effective when received by Seller, as to items not yet shipped or services not yet rendered, and to purchase substitute items or services elsewhere and charge Seller with any loss incurred.
15. In no event shall Purchaser be liable for anticipated profits or for incidental or consequential damages. Purchaser’s liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from this agreement or from the performance or breach thereof shall in no case exceed the price allocable to the goods or services or unit thereof which gives rise to the claim. Purchaser shall not be liable for penalties of any description. Any action resulting from any breach on the part of Purchaser as to the goods or services delivered hereunder must be commenced within one year after the cause of action has accrued.
16. Purchaser intends to use the goods or services purchased hereunder in performing a contract with a third party (“Third Party”). In the event the contract of Purchaser with the Third Party is terminated, cancellation of this Purchase Order shall occur automatically, without cancellation charges by the Seller, and no obligation of any description whatsoever shall exist on the part of Purchaser toward the Seller.
17. All materials and equipment furnished under this Purchase Order shall be subject to the approval of the Third Party, architect, engineer or any other party designated in the specifications, and Seller shall furnish the required submittal data and/or number of samples for said approval. In the event such approval is not obtained, this Purchase Order shall be deemed to be cancelled with no liability on the part of either Purchaser or Seller unless this Purchase Order is placed with the requirement that the material, equipment and/or installation of same (if installation is included) is to be supplied of the type and in such a manner as to meet requirements on plans and specifications and general conditions applicable to the contract of Purchaser with the Third Party, and Seller shall be bound thereby. In the event the material, equipment or installation (if installation is included) does not meet the foregoing requirements, Seller shall, upon receipt of notice, immediately replace same, or remedy any deficiency, without expense to Purchaser, and further, Seller shall pay to Purchaser all loss or damage resulting there from.
18. The laws of Kansas shall exclusively govern the interpretation and enforcement of this Purchase Order, and jurisdiction and venue for any litigation arising from this Purchase Order shall be exclusive to the District Court of Sedgwick County, Kansas, or if in Federal court, only in the United States District Court for the District of Kansas sitting in Wichita, Kansas. The parties further agree that attorneys’ fees shall be awarded to the prevailing party in any such litigation.
19. Risk of loss shall be on Seller and shall not pass to Purchaser until Purchaser receives actual physical possession of the goods and has accepted the goods per paragraph 11 of this Purchase Order.
20. Pursuant to OSHA safety and health regulations for construction, Seller shall properly label all hazardous chemicals and provide a material safety data sheet for such materials, to be received by our central office.
21. Linder & Associates, Inc. has implemented a policy in compliance with the Drug Free Workplace Act of 1988 (“Act”). Acceptance of this order acknowledges your compliance with the Act.