1. The Supplier acknowledges that he has read the terms and conditions listed herein for purchase orders and that he understands same. He agrees to be bound by such terms regardless of any terms that the Supplier may impose through his acknowledgement, invoice, or any other form of transmittal. The Supplier further agrees that if these terms are not acceptable to him, he shall return any purchase order via certified mail within five (5) days after the date of purchase order. Failure to return any purchase order, within said five (5) days shall constitute an acceptance of all its terms and conditions.
2. Purchase orders must be acknowledged immediately by Supplier. The purchase order number must appear on the acknowledgement. The purchase order number must appear on all invoices and packages.
3. Purchase orders must be filled exactly as noted on the purchase order. Any change, exception, modification or substitution may cause immediate cancellation at Purchaser’s option regardless of whether shipment of any portion or all has been made by the Supplier. Quantities, brand names and catalog numbers, and prices as listed on this purchase order can be changed by the Supplier only when authorized to do so in writing by the Purchasing Agent, General Manager, or Corporate Officer of the Purchaser.
4. Partial shipments that cause a freight charge must be made with full freight paid and allowed by the Supplier, the Purchaser must be informed immediately of any backordered item or items and the Purchaser reserves the right to cancel any or all of the backordered items. However, if backordered items are not cancelled, they must be shipped with full freight allowed by the Supplier. No charge shall be made for boxing, crating or drayage unless authority for such charge is expressly agreed to in this purchase order.
5. When the date of shipment is specified on the purchase order, it is understood by the Supplier that time is of essence and that the order is placed subject to and conditioned upon shipment on or before the date specified. The order may be cancelled without any liability or cost to the Purchaser if the material ordered has not been shipped or cannot be shipped on or before the date specified. In lieu of cancelling the subject order, the Purchaser may, at its option specify the manner in which shipment must be made to the destination noted on the purchase order and the Supplier shall ship in the specified manner prepaid and allowed to the specified destination. If a delay in shipment causes the Purchaser any loss, damage or liability to its customers, then the Supplier shall be liable to the Purchaser for such loss, damage, or liability. In the event that fire, strikes, riots, civil commotions, hurricanes, or other acts of god prevent the Purchaser or Purchaser’s customer for whom the goods are destined from using said material then and in that event, the Purchaser may return goods, freight prepaid, without any further obligation to accept and/or pay for same.
6. Any contract for sale and/or purchase of material by the Purchaser and its Supplier and these terms and conditions shall be governed by and construed according to the laws of the state of Florida.
7. Material specified on the purchase order is subject to the Purchaser’s inspection and approval after receipt. All defective material and/or material which are not in accordance with our specifications will be returned to the Supplier without any expense or liability to the Purchaser.
8. If submittal data and/or engineering drawings are needed to obtain approval of the material ordered by the Purchaser then the Supplier agrees to furnish same within ten (10) days after the date noted on the purchase order.
9. By accepting any purchase order, Supplier warrants unto the Purchaser that the sale of said goods does not violate or infringe on any patent or trademark rights of any other person, natural or artificial, and that said sale is in conformity with all laws, regulations, or promulgations of any agency or bureau, federal, state, or municipal, having jurisdiction thereof. Supplier acknowledges that the Purchaser’s purchase of said material is in reliance on this warranty and agrees to hold the Purchaser harmless and to indemnify the Purchaser’s against any loss the Purchaser may sustain by virtue of the foregoing.
10. The Supplier’s responsibility shall cease only upon delivery of all ordered merchandise in good and marketable condition to the shipping destination noted on any purchase order. Any liability for delay in delivery, damage or loss in transit of subject merchandise shall be the responsibility of the Supplier until title of such merchandise passes to the Purchaser. Title to the merchandise is delivered in good and marketable condition to the shipping destination noted on the purchase order.
11. The Purchaser may return any portion of the material purchased by this order within a reasonable time after receipt of same and Supplier agrees to charge a maximum re-stocking and/or handling charge of no more than 10% of the total value of the material returned (value being defined as the amount material was purchased for by the Purchaser). In the event material is returned by the Purchaser to the Supplier for credit, the Purchaser’s total liability shall be only to the extent of said re-stocking and/or handling charge and freight one way on material returned to the Supplier.
12. Failure of the Supplier to comply with any terms and conditions on the front or back of any purchase order may cause cancellation of the purchase order without any liability or cost to the Purchaser.
13. As a condition of purchase, Vendor agrees that material safety data sheets (MSDS) for products defined as hazardous chemicals under OSHA HCS guidelines have previously been furnished to Peninsular Electric Distributors, Inc. and that all such products shipped on this purchase order are appropriately labeled to comply with this standard.
14. Material received on or after the 25th of the month will be processed for payment in the following month’s payables. Actual material receipt is to be considered the catalyst for payment timing.