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  • Seller’s Acceptance of Terms and Conditions:
    1. The buyer set forth on the Purchase Order to which these Purchase Order Terms and Conditions are attached (“Buyer”) hereby orders the products (the “Products”) and/or the services (the “Services”) described on the attached Purchase Order (the “Order” and, together with these Purchase Order Terms and Conditions, the “Contract”) only upon the terms and conditions set forth with this Contract (the “Terms and Conditions”), which supersede any different or additional terms or conditions proposed by the seller or service provider under the Order (“Seller”), whether or not received by Buyer before, on or after the date of this Order. Acceptance of this Order is limited to and conditional upon acceptance by Seller of the Terms and Conditions, and the Contract may not be modified except by a writing signed by an authorized officer of Buyer. Except as expressly set forth in the Order, all prices for Products are fixed at the time of submission of the Order and Buyer shall not be liable for any increase in price (whether of the Products directly or any other line item charged to Buyer related to the manufacture, purchase, distribution, transportation, importation or exportation, or sale thereof), whether arising from changes in law, increased taxes, duties, or other governmental charges, increased costs of material or labor input or overhead, increased freight charges, or any other reason, unless Buyer has agreed to such increased prices in writing.
    1. Delivery, Title and Risk of Loss, Payment Terms:

Time is of the essence, in the performance of this Contract, and Seller shall ship and deliver in strict compliance with date of arrival, place of arrival and other Terms and Conditions specified in the Order. If the delivery date expires without delivery of the Products or provision of the Services and after a one (1) week grace period, Seller will pay to Buyer a fee of 1% of the purchase price for each week, or portion of a week, after expiration of such delivery date. This fee will be capped at 10% of the purchase price for each late Product or Service and payment shall be made to Buyer within fifteen (15) days following the date Seller incurs such fee, or Buyer may in its discretion set-off such fee against the next payment due under the Contract. Seller shall not manufacture, procure or deliver in advance any of the Products or Services without Buyer’s prior written consent unless Seller does so at its own risk. Title to, and risk of loss regarding, the Products shall rest upon Seller until they are delivered at the as specified in the Order. Unless otherwise specified, all deliveries are made by Seller DDP (Incoterms 2020). Payment terms are Net 60 Days from invoice date. AN ORIGINAL BILL OF LADING, EXPRESS BILL, OR PARCEL POST RECEIPT MUST ACCOMPANY THE ORIGINAL INVOICE. IF ORDER IS DIVIDED INTO MORE THAN ONE SHIPMENT, RENDER SEPARATE INVOICE FOR EACH SHIPMENT. U.S. SUPPLIERS / IN ALL CASES MAIL 2 COPIES OF COMMERCIAL INVOICES ON DAY OF SHIPMENT.

    1. Warranties; Acceptance:

Seller expressly warrants that the Products are in strict compliance (as to quantity, quality, size, description, dimensions, and operating performance or as otherwise stated) with all applicable specifications, drawings, samples and descriptions, and that the Services will be performed in strict compliance with Buyer’s specifications and in accordance with the highest generally accepted standards of the applicable profession existent at the time Services are delivered or performed (collectively with regards to Products and Services, the “Specifications”). Seller further expressly warrants that the Products are merchantable, free from all defects of material, workmanship and manufacture, fit for the purpose for which such products are customarily employed and for any particular purpose or use for which they are purchased by Buyer, if Seller knows or has reason to know of such purpose or use, and, unless due to Buyer’s design, are free from design defects. Seller agrees that the foregoing warranties shall constitute conditions to purchase and shall survive acceptance of any payment for the products or Services.

For any Products that are equipment (“Equipment”) to be installed by Seller, within sixty (60) days after installation of Equipment, Buyer will test such Equipment to validate its compliance with the Specifications and ensure that such Equipment achieves the technical features and guaranteed values set forth in the Specifications, the federate requirements for the various ingredients per the bulk densities given or measured in Seller’s lab, and may be otherwise agreed in writing by Buyer and Seller (“Guaranteed Values”). Should the Guaranteed Values fail to be achieved during such testing, Seller shall, at its cost, within sixty (60) days, take measures to achieve all Guarantee Values and retest such Equipment (the “Correction Period”). If the Guaranteed Values are still not met by the end of the Correction Period, Buyer shall have the right to return such Equipment and receive a full refund of the respective purchase price plus any return, collection and other costs incurred by Buyer in connection therewith. Once an item of Equipment is installed and performs in accordance with all Guaranteed Values, Buyer shall provide written notice of acceptance of same to Seller (“Acceptance”).

    1. Buyer’s Remedies for Seller’s Breach:

If any of the Products or Services do not conform to the foregoing warranties. Buyer shall have the right in its sole discretion to reject any such Product or Service without correction, require its correction, or accept it with an adjustment in price. Any such Product or Service which has been rejected or required to be corrected shall be replaced or corrected by and at the expense of Seller immediately after notice of such rejection and nonconformity. In the event Seller fails to correct defects in, or replace or correct, nonconforming Products or Services immediately, or in the event of non-delivery or late delivery of any of the Products or Services, in addition to any other rights and remedies provided by law or equity, Buyer reserves the right to treat this Contract as repudiated by Seller and to deem this Contract as breached in its entirety and to hold Seller liable for all damages, whether direct or consequential or incidental, and all losses of every type resulting from such breach; and in addition and not as an alternative to the foregoing, to rescind this Contract in whole or in part and, as the case may be, refuse to accept delivery of, or to revoke acceptance of, or to return, all or any part of the Products or Services ordered hereunder, holding Seller liable for all damages as stated above. Acceptance of Products or Services after any delivery date shall not be a waiver of Buyer’s right to recover damages for late delivery. Any amounts due to Buyer from Seller may be offset by Buyer against any amounts otherwise owing to Seller, in its sole discretion.

    1. Changes:

Buyer may, at any time, orally with subsequent written notice to Seller make changes within the general scope of this Contract in any one or more of the following: (a) drawings, designs, or specifications; (b) method of shipping or packing; (c) place of Inspection, acceptance or point of delivery; and (d) delivery schedule. Should any such change increase or decrease the cost of, or the time required for performance of this Contract, an equitable adjustment may be made by Buyer or requested by Seller in the price, delivery schedule or both. No claim by Seller for such an adjustment will be valid unless submitted to Buyer within fifteen (15) days from the date of Buyer’s notice of change. Nothing contained herein shall excuse Seller from proceeding without delay in performing this Contract as changed.

    1. Cancellation:
      1. Buyer or Seller may cancel this Contract in whole or in part by written or electronic notice if the other becomes insolvent or makes a general assignment for the benefit of creditors, or a petition under the Federal Bankruptcy Act or other applicable law related to bankruptcy or insolvency is filed by or against the other. After receipt of a notice of such cancellation, Seller shall transfer title and deliver to Buyer satisfactory completed Products and such Products still in progress or specialty materials provided by Buyer as may be directed by Buyer. If the cost of completion of such Products is in excess of the Contract price, then Seller shall be liable for such excess. After receipt of a notice of such cancellation, Buyer shall transfer title and deliver to Seller such Products in its possession that have not been paid for, and Seller shall have the right to stop delivery of Products by a carrier to the Buyer.
      2. Buyer may cancel this Contract for its sole convenience by written or electronic notice. If a notice of such cancellation is issued, Seller shall be paid a reasonable termination charge consisting of a percentage of the order price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable actual costs resulting from termination. Seller shall not be paid for any work done after receipt of written notification of cancellation.
    1. Force Majeure:

Neither party shall be liable for any delay or failure of performance due to accidents, strikes, lockouts, labor disputes, government action, court order by an unrelated third party, war, civil commotion, riot, embargoes, act of civil or military authorities, acts of the public enemy, acts of God, flood, earthquake, tempest, fire, disease, epidemic, pandemic, or any other delay or contingency resulting from a cause or causes beyond Buyer’s or Seller’s control and without their fault or negligence, provided that the party subject to such cause shall have given written notice thereof promptly following the commencement thereof. If Seller should be unable, due to such a cause, to meet all of its delivery commitments for the Products or Services as they become due, Seller shall not discriminate against Buyer or in favor of any other customer in making deliveries of such Products or Services. Seller shall use its best efforts to anticipate the effect of such cause and mitigate the effect of such cause and to make deliveries as expeditiously as possible. In the event that Seller’s failure or delay remains uncured for a period of thirty (30) days following written notice given by it under this Paragraph, the Buyer may thereafter terminate all or a portion of its outstanding Orders upon ten (10) business days’ written notice to Seller.

    1. Audit – Inspection of Records and Sustainability:
      1. Seller shall keep adequate records of payable hours of direct labor and all costs of the performance of this Contract, which shall be subject to audit by Buyer in the event of cancellation or with respect to any Product or Services for which the price is based on time and cost of material.
      2. Seller acknowledges that Buyer conducts its business based on a set of values and guidelines for action and behavior regarding people (including, without limitation, clients, employees, communities impacted by Buyer’s business activities, and shareholders) and the environment, and that these values and guidelines are consistent with a more general framework of fundamental principles to which Buyer adheres, as set forth in more specificity in Section 9 below (the “Rules”). Seller has adopted and implemented appropriate and effective policies to ensure compliance with the Rules, which may include, but are not limited to (i) due diligence and data collection procedures for its vendors and suppliers, (ii) internal review and accountability structures to oversee internal compliance, (iii) ongoing or annual training and instruction for its employees regarding compliance with the Rules; (iv) a requirement that its subcontractors certify their compliance with the Rules; or (v) regular subcontractor audits, either directly or through a third-party auditor, to monitor compliance efforts.
      3. All materials and products delivered to Buyer must be in compliance to 3TG per (EU) 2017/821, Proposition 65 and REACH requirements except as disclosed in writing to Buyer. All electronics and electrical products delivered to Buyer must be in compliance to RoHS 3 requirements except as disclosed in writing to Buyer. Upon request, Seller must provide a letter of compliance for all requirements with part number and PO# referenced.
      4. Seller shall (i) maintain clear, documented and verifiable records demonstrating compliance with Section 8(b) and 8(c) above; (ii) upon request of Buyer, certify (in such form and substance reasonably acceptable to Buyer) that it complies with the Rules; and (iii) cooperate with any reasonable request by Buyer (or third parties) to provide documentation for Buyer’s (or such third parties’) periodic audit and review, including any materials assessments or other sustainability or environmental information for third party compliance analysis and certifications, in accordance with this Section 8 and Seller’s compliance with respect thereto.
    1. Seller’s Compliance with Law:
      1. Every article of foreign origin entering the United States must be legibly, permanently and conspicuously marked with the English name of the country of origin. Failure to comply will be in violation of law and vendor will be subject to the cost of any fines including the cost to label or rework product.
      2. Seller warrants that in connection with the performance of this Contract, it will comply with all applicable federal, provincial, state and local laws, rules and regulations. In particular, Seller shall comply with the requirements of the U.S. Foreign Corrupt Practices Act, the Canada Corruption of Foreign Public Officials Act, India’s Prevention of Corruption (Amendment) Act, and the United Nations Convention against Corruption, together with any revisions, additions, or modifications thereto from time to time, and with all other applicable anti-bribery and anti-corruption laws of India and any other the jurisdictions under which Seller may be acting hereunder.
      3. Seller represents and warrants that it has reviewed Buyer’s Code of Business Conduct and Ethics, as well as Buyer’s Human Rights Policy, each located at and agrees to abide by such Code of Business Conduct and Ethics and Human Rights Policy.
      4. Buyer further requires that slavery and human trafficking are not present in its supply chain. As such, it expects Seller and Seller’s vendors to adhere to these same standards in order for Buyer to continue to do business with Seller’s company. By entering into this Contract or accepting an Order or shipping merchandise under an Order, Seller represents and warrants to Buyer that Seller and those in Seller’s supply chain operate in compliance with the standards set forth below. Vendors that fail to meet these standards are subject to corrective action, up to and including termination. Buyer expects vendors, and those in their vendors’ supply chains, to treat workers fairly and provide a safe and healthy working environment. These requirements include: (i) Not employing child labor; (ii) Not utilizing forced or indentured labor, or subjecting workers to any form of compulsion or coercion; (iii) Complying with laws and regulations governing wages, hours, days of service and overtime payment for workers in the countries where Seller does business; (iv) Complying with all other laws and regulations governing human trafficking and slavery in the countries where Seller does business; (v) Prohibiting physical, sexual or psychological harassment or coercion; (vi) Verifying that the materials incorporated into Seller’s products comply with the laws and regulations governing human trafficking and slavery in the countries where Seller does business.
      5. Buyer has adopted the Ten Principles of the UN Global Compact and shall, and require any company with whom Buyer does business to, operate in ways that, at a minimum, meet fundamental responsibilities in the areas of human rights, labour, environment and anti-corruption. Specifically, Buyer requires that its business partners: (1) support and respect the protection of internationally proclaimed human rights; (2) make sure that they are not complicit in human rights abuses; (3) uphold the freedom of association and the effective recognition of the right to collective bargaining; (4) work toward the elimination of all forms of forced and compulsory labour; (5) work toward the effective abolition of child labour; (6) work toward the elimination of discrimination in respect of employment and occupation; (7) support a precautionary approach to environmental challenges; (8) undertake initiatives to promote greater environmental responsibility; (9) encourage the development and diffusion of environmentally friendly technologies; and (10) work against corruption in all its forms, including extortion and bribery.
      6. Buyer requires, and Seller represents that, Seller complies and at all times shall comply with the Uyghur Forced Labor Prevention Act (“UFLPA”) in accordance with the Strategy to Prevent the Importation of Goods Mined, Produced, or Manufactured with Forced Labor in the People’s Republic of China, as promulgated by the United States Department of Homeland Security (“DHS”) in its June 17, 2022 report to Congress, and all subsequent enforcement directives, policies, and other implementation activity. In particular, Seller represents, warrants, and covenants that none of the Products are or consist of any goods mined, produced, or manufactured wholly or in part in the Xinjian Uyghur Autonomous Region of the People’s Republic of China and that none of the Products were produced or sourced, in whole or in part, from an entity on the UFLPA Entity List maintained by DHS (located at:
      7. Buyer requires, and Seller represents that, Seller complies and at all times shall comply with all applicable employment and data privacy laws and regulations (such as, but without limitation, the General Data Privacy Regulation promulgated by the European Union and the California Consumer Privacy Act).
    1. Indemnification; Limit of Liability:
      1. Buyer shall, to the extent authorized under the law, indemnify and hold Seller harmless from liability resulting from the grossly negligent acts or omissions of Buyer, its agents or employees pertaining to the activities to be carried out pursuant to the obligations of this Contract; provided, however, that Buyer shall not hold Seller harmless from claims arising out of the negligence or willful malfeasance of Seller, its officers, agents, or employees, or any person or entity not subject to Buyer’s supervision or control, or Seller’s breach of the Contract.
      2. Seller shall indemnify and hold Buyer or its, officers, agents and employees harmless from any liability or loss resulting from judgments or claims against them arising out of the Products, Services, or other activities to be carried out pursuant to the obligations of this Contract.
    1. Tools, Materials and Information:

Unless otherwise provided for in this Contract or a supplement or change order:

      1. any tools, appliances, patterns, molds, dies, fixtures or any other materials furnished by and/or paid for by Buyer shall become and/or remain the property of Buyer, shall be identified as property of Buyer, shall be held by Seller consignment at Seller’s risk, shall be used exclusively in the performance of this Contract, shall be subject to disposition by Buyer at any times and, upon demand, shall be returned to Buyer;
      2. any specifications, designs, drawings, blueprints, nomenclature, samples, models and any other proprietary information supplied by Buyer shall be treated as strictly confidential and secret by Seller and shall not be used by Seller except in the performance of this Contract and in no event shall be disclosed to any third party without the prior written approval of Buyer;
      3. Seller shall not, without the express written consent of Buyer, which may be withheld in its sole discretion, in any manner advertise or publish or release for publication any statement mentioning Buyer or the fact that Seller has furnished or contracted to furnish the Products or Services, or quote the opinion or other comments of any employee of Buyer; and
      4. any new Invention or other intellectual property right conceived or first reduced to practice during performance of this Contract or arising out of the performance of this Contract or arising out of the performance of this Contract or derived from information supplied by Buyer, shall become and/or remain property of Buyer, and Seller shall promptly disclose in writing to Buyer any such new invention or other intellectual property right, shall, upon demand, assign any such new invention or other intellectual property right to Buyer and shall execute any document required to secure patent or copyright or any other protection therefore.
    1. Delivery, Title and Risk of Loss, Payment Terms:

This Contract shall not be assigned or transferred by the Seller without prior written consent of Buyer. Buyer shall have the right to assign this Agreement either in whole or in part to its affiliates or any successor to all or substantially all of its business (“Permitted Assignment”). Any assignment or transfer other than a Permitted Assignment without such written consent shall be null and void. Seller agrees that it will not subcontract the supply of any of the Products or Services without prior written approval of Buyer.

    1. Entire Agreement:
      1. This Contract contains all the Terms and Conditions of the agreement between the parties hereto with respect to the-sale and purchase of the Products or the Services, and except as provided in Paragraph 5 hereof, no agreement or other understanding in any way modifying the Terms and Conditions hereof, shall be binding on Buyer unless made in writing as a change order or supplement and signed by Buyer. This Contract supersedes all prior contracts, terms and conditions, and other provisions governing the sale of Products or Services.
      2. Unless a definitive agreement is in place between Buyer and Seller governing the Products or Services that specifically and explicitly modifies or replaces these Terms and Conditions, this Contract shall be the exclusive agreement between the parties for the Products or Services, when accepted by acknowledgment or commencement of performance by Seller. Additional or different terms proposed by Seller shall not be applicable unless embodied in a definitive agreement or otherwise accepted in writing by Buyer. Notice of objection to such additional or different terms proposed by Seller is hereby given by Buyer. No change in, modification of, or revision to this Contract shall be valid, unless otherwise expressly agreed to in writing by Buyer in connection with issuing an Order. In the event of a conflict between the Order, and any other document, the provisions of the Order shall govern, unless otherwise specially agreed to the contrary in writing by Buyer. Terms on the front of any Order shall govern over preprinted provisions.
    1. Waiver:

No waiver or other modification of this Contract shall be effective unless in writing and signed by an authorized officer of Buyer. No waiver of any breach of this Contract shall be construed as a waiver of any subsequent breach of this Contract of the same or different nature.

    1. Choice of Law and Jurisdiction; Jury Trial Waiver:

This Contract shall be construed and interpreted solely in accordance with the internal laws of the State of Florida (the “Jurisdiction”) without giving effect to any choice or conflict of law provision or rule (whether of the Jurisdiction or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Jurisdiction. Each party hereto agrees to and irrevocably submits to venue and exclusive jurisdiction for any legal action authorized hereunder in the appropriate state or federal court located in Tampa, Florida. All proceedings brought under this Contract and all evidence given or discovered pursuant hereto shall be maintained in confidence by all parties. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO EACH HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR PROCEEDING.

    1. Severability:

The invalidity or unenforceability of any of the provisions hereof shall not in any way affect the validity or enforceability of any of the other provisions hereof.

    1. Headings:

All headings in this Contract are for convenience only and are not intended to affect the meaning of any provision hereof.

    1. Construction:

In the event there is any conflict or inconsistency between the provisions of this Contract and any other addenda, orders, exhibits, schedules, or other documents relating to the Products or Services, the terms of this Contract shall prevail.

    1. Survival:

The obligations imposed by Paragraphs 3, 4, 8, 10, 11, 15, and 16 shall survive the expiration or termination of this Agreement.