MARIANNA INDUSTRIES | SUPPLIER TERMS & CONDITIONS
This Purchase Order is limited to the terms and conditions contained on this purchase order. Any additional or different terms proposed by Seller in any quotation, acknowledgement, or any other document are hereby deemed to be material alterations and notice of objection to them is hereby given. Any such proposed terms shall be void and the terms here shall constitute the complete and exclusive statement of the terms and conditions of the contract between the parties.
Once Buyer submits Purchase Order an acknowledgement must be received within 48 hours of Purchase Order date.
Seller shall deliver the Goods and/or perform the Services at the delivery point (the "Deliver Location"), and on the date(s) specified in this Order (the "Delivery Date"). Timely delivery is of the essence. If Seller fails to deliver the Goods or Services in full, on the Delivery Date, Buyer may terminate the Order immediately and Seller shall indemnify Buyer against any losses, damages, and reasonable costs and expenses attributable to Seller's failure to deliver. Seller assumes all risk of loss and damage to the goods until delivery to Buyer at its facility specified on the face of the Order. Delivery notification must be given 72 hours in advance of delivering goods. The Purchase Order number must appear on all documents pertaining to the Order, invoices, packing lists, Bill of Lading (BOL), and all shipping documents. If missing from BOL a $100 fee will be assessed.
The price set forth on the face of this Order are firm, or if no price appears, then no higher than the last price quoted or charged by Seller for the same goods or services. Unless otherwise provided, such prices include all costs for packing, insuring and transporting the goods ordered to Buyer's facility. Buyer shall not be liable for any taxes or governmental charges or fees with respect to this Order other than those which Seller is required by law to collect from Buyer. All such taxes and fees shall be stated separately on Seller's invoice.
4. INSPECTION AND ACCEPTANCE
All goods and services sold hereunder shall be subject to inspection and acceptance by Buyer after delivery notwithstanding any payment. After receipt of the goods or services, Buyer shall have a reasonable time within which to inspect prior to Buyer's acceptance. Nonconforming goods shall be returned freight collect, and Seller shall be debited for the inbound transportation cost plus handling and packing expense.
Unless agreement has been made to floor load only #2 grade or better pallets required.
Seller warrants title to the goods described and warrants further that all goods and services furnished: (a) will be in conformance with the specifications, drawings, samples or other descriptions (b) will perform as represented by Seller (c) will be new, merchantable and fit for the use intended by Buyer, (d) will be free from defects in material, workmanship, manufacture and design (where design is Seller's responsibility). Seller's warranty shall be effective for a period of one year from date of acceptance by Buyer. In addition to other remedies available at law or in equity, Buyer may, at it's option, return to Seller for full credit any goods which do not meet the warranties specified.
Buyer may, from time to time, initiate changes by issuing to Seller written notices (each, a "Change Order") that alter, add to, or deduct from the Goods or Services, but that are otherwise subject to the Terms of this Order. Seller will promptly comply with the terms of any Change Order.
Buyer may terminate this Order, in whole or in part, for any reason upon thirty (30) days' prior written notice to Seller. In addition to any remedies provided herein, Buyer may terminate this Order with immediate effect, either before or after acceptance of Goods or Services, if Seller has breached any of the Terms herein. If the Seller becomes insolvent, commences or has commenced by it or against it bankruptcy proceedings, receivership, reorganization or assignment for the benefit of creditors, then the Buyer may terminate this Order. If Buyer terminates the Order for any reason, Seller's sole and exclusive remedy is payment for the Goods or Services received and accepted by Buyer prior to the termination.
Seller shall defend, indemnify, and hold harmless Buyer and Buyer's parent company, its subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders, and employees (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, action, judgment, interest, penalty, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder (collectively, "Losses") arising out of or occurring in connection with Seller's performance of its on with Seller's performance of its obligations or Seller's negligence, willful misconduct or breach of the Terms of this Order or possession of the Goods infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. Seller shall not enter into any settlement without Buyer's or Indemnitee's prior written consent.
10. RIGHTS AND REMEDIES
All rights and remedies of Buyer specifically set forth in this Order shall be in addition to any other or further rights and remedies provided at law or in equity. Failure of Buyer to insist upon strict performance of any term or condition of this Order shall not be deemed to be a waiver of Buyer's rights and remedies.