Supplier Agreement Purchase Order Terms and Conditions
This Purchase Order becomes a binding contract upon Seller’s acknowledgment, commencement of performance, or shipment of goods. Any additional or different terms proposed by Seller are rejected unless expressly accepted in writing by Buyer.
• Prices and Payment Terms
Prices are firm and not subject to change. Payment terms are Net 30 days from receipt of invoice and conforming goods/services. Early payment discounts, if offered, must be stated on the invoice.
• Delivery and Shipping
Time is of the essence. Goods must be delivered FOB to Destination [or FOB Shipping Point] on or before the date specified. Risk of loss remains with Seller until delivery and acceptance by Dynamo Electric, Inc.
• Inspection and Rejection
Dynamo Electric, Inc. reserves the right to inspect goods within 30 days of receipt. Non-conforming goods may be rejected and returned at Seller’s expense. Latent defects may be rejected upon discovery.
• Warranty
Seller warrants that all goods/services will conform to specifications, be free from defects in material and workmanship, and be fit for the intended purpose for a period of 12 months from delivery.
• Changes
Dynamo Electric, Inc. may, by written notice, make changes to quantity, specifications, or delivery. Equitable adjustments in price or schedule will be negotiated in good faith.
• Cancellation and Termination
Dynamo Electric, Inc. may cancel this order without liability if Seller fails to deliver by the required date or breaches any material term. Dynamo Electric, Inc. may also terminate for convenience with written notice.
• Intellectual Property and Indemnification
Seller warrants that goods do not infringe any patent, trademark, or copyright. Seller shall defend and indemnify Dynamo Electric, Inc. against any claims arising from such infringement.
• Confidentiality
All specifications, drawings, and data provided by Dynamo Electric, Inc. are confidential and shall not be disclosed to third parties without prior written consent.
• Force Majeure
Neither party shall be liable for delays caused by acts of God, war, strikes, or other events beyond reasonable control, provided prompt notice is given.
• Governing Law
This PO shall be governed by the laws of the State of Virginia, without regard to conflict of law principles. Venue for disputes shall be in James City County.
• Compliance with Laws
Seller shall comply with all applicable federal, state, and local laws, including but not limited to labor, environmental, and anti-corruption laws (e.g., FCPA).
• Assignment
Seller may not assign this order or subcontract any portion without Dynamo Electric, Inc. prior written consent.
• Entire Agreement
This PO, including these Terms and Conditions, constitutes the entire agreement between the parties and supersedes all prior negotiations or agreements.
• Severability
If any provision is held invalid, the remainder shall continue in full force and effect.