The following Standard Purchasing Terms are incorporated into each transaction between Buyer and Supplier. Any inconsistencies between these Standard Purchasing Terms and any other incorporated purchasing terms from the Buyer or Supplier shall be resolved in the following order of priority: (1) any Buyer purchasing terms; (2) the Standard Purchasing Terms; and (3) any Supplier purchasing terms.
1. Quality Assurance Standards: All transactions shall be subject to these Quality Assurance Standards.
2. Supplier Identification: No advertisements or Supplier identification of any kind may appear on or within job, carton, container, or pallet, except as permitted by Buyer.
3. Quantity: Specified quantity must be exact. Shipped and invoiced quantity must verify exact quantity delivered. Unapproved over-run may not be charged.
4. Delivery: Time is of the essence, and Seller is responsible to deliver on time. If delivery is late, Buyer may accept the late delivery or cancel the order at Buyer’s sole discretion.
5. Non-Conforming Goods: Buyer may reject any goods that do not conform with project specifications for any reason. In addition to all warranties imposed by law, Supplier expressly warrants for 180 days from date of delivery that all goods will conform to project specifications and be free from defects.
6. Changes: Buyer can make any change to the transaction, including cancellation. If any such changes cause an increase or decrease in cost, or the time required for performance, an equitable price adjustment shall be made and confirmed in writing.
7. Confidential and Proprietary Information: All transactions are confidential and proprietary to the Buyer, and Suppliers will strictly protect their confidentiality. Transaction information is furnished on the understanding that it will be used only to satisfy the transaction order. Neither Buyer nor Supplier shall use the name of the other in customer lists, advertising, publicity releases, promotional communications in social media, or any other form of marketing.
8. Transfer of Title: Risk of loss and title shall pass to Buyer upon delivery of the goods and Buyer’s acceptance of the goods as meeting project specifications.
9. Cancellation: If Buyer cancels transaction due to Supplier’s default or breach, Buyer shall have no liability. If Buyer cancels transaction for reasons other than Supplier’s default or breach, Buyer’s liability shall be limited to reimbursing Seller for documented costs actually and properly incurred by Supplier.
10. LIMITATION OF LIABILITY: BUYER'S CONTRACTUAL LIABILITY WILL NOT EXCEED CONTRACT PRICE.
11. Indemnity: Supplier will indemnify, defend, and hold harmless Buyer against all liabilities, including reasonable attorneys’ fees, incurred by Buyer for any non-conforming goods, any breach of these purchasing terms, or any infringement by Supplier of any patents, trademarks, or copyrights.
12. Governing Law and Jurisdiction: The transaction shall be governed by and construed in accordance with the laws of the jurisdiction in which the Buyer’s principal place of business is located, and any dispute or claim arising hereunder shall be resolved by a state court with competent jurisdiction over the Buyer’s principal place of business.