As used herein, “Buyer” means VIC, and/or its subsidiaries or affiliates, and “Seller” means the seller of the goods, equipment or services (“Products”) that are the subject of this purchase order (“P.O.”).
1. ACCEPTANCE - This P.O. constitutes Buyer’s counter offer to Seller and must be accepted in writing by Seller. If Seller fails to accept in writing, any conduct by Seller which recognizes the existence of a contract pertaining to this P.O. shall constitute acceptance by Seller of this P.O. and all of the terms and conditions. Any terms or conditions proposed in any document pertaining to Seller’s acceptance, specifically including Seller’s “Invoice”, which add to, vary from or conflict with the terms herein are hereby objected to and shall be void unless they are approved in writing and signed by a duly authorized representative of Buyer. The terms and conditions of this P.O. constitute the entire agreement between the parties with respect to this subject and supersedes any other oral or written agreements on this subject.
2. PACKAGING AND SHIPMENT - All products shall be prepared for shipment (“Packaged”) by Seller according to Buyer’s instructions. After the Products have been properly Packaged, Seller shall contact buyer for shipping instructions. All shipments shall be accompanied by a delivery slip, itemized as to materials, time and rate of labor, if applicable. All shipments shall be DDP (Delivery Duty Paid) Buyer’s premises set forth in the P.O. Title and risk of loss shall pass to Buyer at the DDP point; provided, however, that the risk of loss shall remain with the Seller as to any of the Products which are not accepted by Buyer, which are rejected by Buyer, or as to which Buyer’s acceptance has been revoked. Compliance with the laws and regulations of the country of origin and the country of destination must be strictly adhered to by Seller with respect to international shipments. Buyer and Seller shall cooperate in obtaining all necessary approvals, licenses, and other documentation required for such International shipments.
3. DELIVERY - Time is of the essence. Delivery of Products shall be strictly in accordance with the schedule set forth in this P.O., or if not specified herein, then as otherwise specified by Buyer, and Seller will report any delivery delays to Buyer immediately. Receipt of such report shall not operate as a waiver of any of Buyer’s rights hereunder.
4. BUYER’S RIGHT OF INSPECTION - Buyer’s payment for Products shall not constitute acceptance thereof. All Products are subject to Buyer’s inspection at Buyer’s premises before acceptance. Products not rejected by written notification to Seller within thirty (30) days of receipt shall be deemed to have been accepted. Buyer shall have the right (a) to reject all Products which are non- conforming to the description thereof in this P.O. or
(b) to accept such Product with a reasonable reduction in price. If Buyer returns any Products to Seller pursuant to this Section 4, Seller shall bear the entire risk of loss for, and shall pay all costs associated with the shipment of, such Products.
5. CANCELLATION - Buyer reserves the right to immediately cancel this order, in whole or in part, without liability, if Seller fails to perform as specified herein, or breaches any of the terms or conditions hereof. In such event, Buyer shall be entitled to obtain the Products ordered herein from another supplier, with any excess cost resulting therefrom chargeable to Seller. Any partial cancellation shall not affect Seller’s obligations with respect to the portions of this P.O. not cancelled.
6. INVOICES - Seller shall submit separate invoices for each purchase order. Each invoice shall reference its VIC P.O. # and shall be itemized as to quantity, price and total amount. Payment is normally made 45 days from the date which Seller’s invoice was issued (Net 45).
7. WARRANTY - In addition to any specific warranties extended by Seller to Buyer, Seller warrants that Seller is transferring good title to the Products and that the Products conform to the specifications, drawings, samples or other description upon which this P.O. is based. Seller further warrants that their published specifications and samples and shall be free from claims or liens of third parties, including without limitation any mechanics liens or other encumbrances. This warranty shall run to Buyer, its successors, assigns and customers and users of the goods or services.
8. INDEMNITY – Seller shall defend and indemnify Buyer, its employees, agents and invitees against all damages, liabilities, claims, losses and expenses (including attorney’s fees) from property damage, personal injury or death, or any economic loss arising out of or resulting from: a) any actual or alleged infringement of any patent, copyright, trade secret, trademark or registered design, or b) any act or omission of Seller, its against, employees or subcontractors.
9. NOTICE - Any notice, approval or consent required or permitted hereunder shall be in writing, effective only upon receipt by the party being served, and deemed to have been duly given if mailed by registered or certified mail, postage prepaid, or delivered by overnight courier service with tracking capabilities to the respective address of the party as set forth in the Purchase Order (or such other address a party may designate by ten (10) days prior written notice).
10. CANCELLATION/SEVERABILITY/WAIVER – Buyer reserves the right to immediately cancel and/or unilaterally rescind the resulting contract for sale, in whole or in part, without liability, if Seller fails to perform as specified herein, or breaches any of the terms or conditions hereof. If any part of the Offer for Sale is found by any competent authority to be invalid or unenforceable, that part will be amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of the Offer for Sale will remain in full force and effect. No delay or omission by Buyer exercising any right or remedy shall constitute a waiver of such right or remedy, or prejudice the right of Buyer to enforce such right or remedy at any subsequent time.
11. APPLICABLE LAW - These terms and the sale of the Products hereunder are governed by the laws of the State of New York and all disputes arising from or related to said terms or products shall be subject to the exclusive jurisdiction of the State of New York, County of Suffolk or in the U.S. District Court for the Eastern District of New York. In addition, all orders are subject to applicable U.S. Government laws and regulations relating to the export of goods, services and technical data to foreign countries. The applicability of the UN Convention on the International Sale of Goods is hereby expressly excluded.
Last updated: 27 July 2018
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