Vendor / Purchase - Terms & Conditions
1. Offer and Acceptance: The terms and conditions set forth below contain the entire agreement between Maveric Automation LLC, a Kansas Company ("Company"), and the vendor designated on the purchase order ("Vendor"), and becomes a binding contract on the earlier of (i) acknowledgement of receipt by Vendor (ii) commencement of performance by Vendor, (iii) acceptance of any payment by Vendor or (iv) shipment according to a schedule of all or an portion of the goods covered hereby. No changes will be made to this Purchase Order unless agreed to in writing by Company and Company will not be bound by any terms and conditions not appearing hereon. Failure of either party to enforce any of such party's rights hereunder will not constitute a waiver by such party of such rights or of any other rights, whether hereunder or ortherwise.
2. Quantities: Any quantity shipped below or in excess of the quantity or outside any tolerance stated in this Purchase Order is subject to Company's rejection and return at Vendor's sole expense. Any shipment outside of the quantity ordered or stated tolerance will require prior express written appoval from Company, subject to any discount to which Company and Vendor may expressly agree to in writing.
3. Performance: Time is of the essence of this Purchase Order. If delivery is not effected by the date or dates indicated, or within the early and late delivery dates for such order, or is otherwise nonconforming, Company reserves the right to elect, at its sole discretion, either (i)to cancel this Purchase Order or remainder thereof, and purchase the goods elsewhere or (ii) to approve the nonconforming delivery, subject to new terms as Company and Vendor may agree.
4. Warranties: Vendor warrants to Company that all goods furnished under this Purchase Order will conform to the specifications, drawings, sampies, examples, or descriptions agreed to by Company; will be free from defects in material or workmanship; and will not infringe upon the patent, trademark, copyright or other rights of any third party. Vendor warrants to Company that it has complied with all applicable laws, rules, regulations, and ordinances of the United States, or any state, municipality or any other governmental authority or agency in the manufacture and sale of the items and goods covered by this Purchase Order, including without limitation, the Federal Food, Drug and Cosmetic Act, Fair Labor Standards Act, the Consumer Product Safety Act, the Federal Hazardous Substances Act, the Occupational Safety and Health Act of 1970, and any applicable regulations under such laws, the Interstate Commerce Commission, the Department of Transportation, and any applicable Federal Trade Commission, Consumer Product Safety Commission and Environmental Protection Agency Rules, Regulations and Standards; and, in the case of goods that are imported into the United States, the prices of such goods do not violate United States Anti-Dumping laws. Vendor warrants to Company that the goods furnished hereunder are suited and appropriate for their intended use, are merchantable, and are of first class quality, free from defects in workmanship and materials. Vendor warrants to Company that any goods furnished under this Purchase Order will be delivered free from any security interest or other lien or encumbrance. Vendor agrees to forever indemnify Company, its officers, employees and agents, from and against all claims, suits, damages, losses, liabilities or expenses of any kind, including reasonable attorney's fees, to the fullest extent permitted by law, including arising out of a breach of these warranties. These warranties will survive any inspection, delivery, acceptance, or payment by Company for goods purchased hereunder.
5. Acceptance of Goods: Acceptance will be after inspection and testing by Company, or no later than 60 days after receipt of goods, whichever is sooner. Testing will include having the goods perform acceptably to Company under normal usage. Payment will not be construed as acceptance, and signature of Company's receiving agent at time of delivery will not be construed as acceptance of goods or of any terms that conflict with this Purchase Order. All goods that are discovered to be defective, of a size other than as ordered by Company, not conforming to any warranty, specification or assertation of Vendor upon initial inspection, or at any later time if the defects contained in the goods were not reasonably ascertainable upon the initial inspection, may be returned to Vendor for full credit or replacement, notwithstanding prior acceptance by Company. All transportation charges on rejected goods, both to and from the original destination, will be at the sole expense of Vendor. No goods returned as defective will be replaced by Vendor without Company's express written authorization.
6. Hold Harmless and Indemnification: Vendor agrees to forever indemnify and hold harmless Company, its officers, employees and agents, and its contractors or customers, from and against all claims, suits, damages, losses, liabilities, or expense of any kind, including reasonable attorney's fees, involving injury or death, damage to property, or any other harm or damage, which may have been caused, or alleged to have been caused, directly or indirectly, by any act of omission or commission, negligent or otherwise, of Vendor or by Vendor's failure to comply with the tenns of this Purchase Order, including without limitation, the representations and warranties relating to statutory and regulatory compliance in the manufacture or sale of the goods and items subject to this Purchase Order. The parties agree that this indemnification obligation will survive until any claim, action or cause of action respecting the above is fully and finally barred by the applicable statute of limitation.
7. Confidentiality: Vendor agrees to treat as strictly secret and confidential all specifications, programs, drawings, blueprints, nomenclature, sam pies, models and other proprietary and confidential information ("Confidential Information") supplied to Vendor by Company. By providing Vendor access to its Confidential Information, Company is not waiving any confidentiality privilege or trade secret protection associated with such Confidential Information, nor is Company granting or creating any license in favor of Vendor to use such Confidential Information other than as expressly set forth in this Agreement. Moreover, Vendor acknowledges that Company retains the sole and exclusive right, title, and interest in and to such Confidential Information. The Confidential Information and any other written or tangible material in the possession of Vendor containing, reflecting, or derived from any Confidential Information of Company will be returned to Company or destroyed promptly upon termination of this Agreement or at any time upon Company's request. Vendor understands and acknowledges, that any disclosure, use, or misappropriation by it of any of the Confidential Information in violation of this Agreement may cause Company irreparable harm, the amount of which may be difficult to ascertain. Company will be entitled to specific performance and injunctive relief, both preliminary and final, as remedies for any such breach. Such remedies will not be deemed to be the exclusive remedies of Company or this Agreement, but will be in addition to all other remedies available to Company at law or in equity.
8. Governing Law and Assignment; Venue: This Purchase Order will be governed by and construed, interpreted and enforced in accordance with the laws of the State of Kansas, and will be binding upon and inure to the benefit of the respective heirs, successors, and assigns of each of the parties hereto. Vendor will, however, make no assignment of any right, obligations, or duties hereunder without Company's prior written consent and any atte.mpted assignment without Company's prior written consent will be void. The parties agree that the State of Kansas, as Company's principal place of business, bears a direct and reasonable relationship to this transaction and that for the sake of convenience and certainty, the courts of Kansas will have exclusive jurisdiction over litigation in any way arising out of this Purchase Order. Vendor consents to service by mail addressed to Vendor at Vendor's address designated on this Purchase Order, such service to be effective three (3) regular business days after deposit in the United States mail postage prepaid. Company will be entitled to recover its costs (including reasonable attorneys' fees) incurred in enforcing the terms of this agreement, and any rights or remedies Company has hereunder are cumulative, nonexclusive and in addition to, and not in lieu of any other rights and remedies that Company may have hereunder, at law or in equity.
9. Compliance: Company may at any time insist upon strict compliance with these terms and conditions, notwithstanding any previous custom, practice, or course of dealing to the contrary.
10. Consent to Conduct Business Electronically: The parties may use and rely upon electronic records and electronic signatures (i) for execution and delivery of this Purchase Order and any other agreement, understandings, notices, disclosures or other documents, communications or information of any type sent or received in accordance with this Purchaser Order and (ii) in providing their obligations or exercising rights under this Purchaser Order
Ready to start your next project with us? That's great!