OFFER TO PURCHASE
- This order is Buyer’s offer to purchase the goods and/or services described on the purchase order from Seller. This order supersedes and cancels all prior communications between the parties, except as specifically shown on the face of this order. No conditions in the acceptance by Seller and no subsequent agreements or communication in any way modifying the provisions of this order or increasing charges under this offer shall be binding unless made in writing and signed by the authorized representative of Buyer.
- Any objection by Seller to the terms and conditions hereof shall be ineffective unless Buyer is advised in writing thereof within ten days of the date of this order.
All invoices, packages, shipping notices, instruction manuals, and other written documents affecting this order shall contain the applicable order number. Packing lists shall be enclosed in each box or package shipped pursuant to this order, indicating the contents therein. Invoices will not be processed for payment until all items invoiced are received.
All goods are to be shipped freight prepaid. F.O.B. destination, unless otherwise stated, herein. Where Buyer has so authorized in writing, goods may be shipped F.O.B. shipping point, but Seller shall prepay all shipping charges, route the goods by the cheapest common carrier, or the carrier specified, and list said charges as separate item of Sellers invoice. Each invoice for shipping charges shall be accompanied by the original or photocopy of the bill indicating that such charges have been paid. Buyer reserves the right to reject C.O.D. shipments. Seller shall not insure the goods for Buyer’s account during shipment except upon Buyer’s written request, or where the shipping mode in parcel post.
Seller shall be responsible for the payment of all charges for handling, packaging, wrapping, bags, containers, and related matters unless Buyer has assumed an express obligation therefore by notation on the reverse side hereof.
Buyer will remit payment to Seller via ACH. A separate invoice must be issued for each purchase order.
If Buyer in entitled to a cash discount, the period of computation thereof will commence on the date of acceptance or receipt of a correctly completed invoice, whichever is later. The postmark date of the payment shall be the payment date. If an adjustment in payment is necessary due to damages, the cash period shall commence on the date on which an agreed adjustment of price is reached. If a cash discount is made part of the contract, but the invoice does not reflect the existence thereof, Buyer is entitled to a cash discount with the period commencing in the date the Buyer determines that a cash discount applies.
Seller shall pay all taxes that may arise out of its sales of the goods and services to Buyer. Buyer agrees to pay South Carolina State Sales or Use Taxes or to provide Seller with an exemption certificate.
All goods purchased hereunder are subject to Buyer’s inspection and approval. Goods rejected by buyer for whatever reason shall be held, transported, and/or stored as Seller’s sole expense. Seller shall promptly reimburse Buyer for any such expense.
Buyer may, by written notice of default to Seller, cancel the whole or any part of this order or exercise any other remedy provided Buyers of goods by law or in equity including any remedy under the Uniform Commercial Code.
Buyer shall have the right to cancel the performance of services or the shipment of goods or articles covered by this order in the event of Acts of God, or of public enemy, acts of the government with lawful jurisdiction over Seller in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather.
Seller warrants that all goods and/or services by it:
- Shall be of good quality and workmanship and free from defect.
- Shall conform to all specifications, drawings, and descriptions furnished, specified, or adopted by Buyer.
- Shall be merchandisable and suitable and sufficient for their intended purposes.
- Shall be produced in compliance with all applicable local, state and federal laws and regulations.
- Shall be delivered free and clear of all liens, claims or encumbrances of any kind.
- Shall be produces free from patent infringement. Buyer’s inspection and/or acceptance of and/or payment for goods and/or services shall not constitute a waiver by it of any warranties. Buyer’s approval of any sample or acceptance of any good shall not relieve Seller from responsibility to deliver goods and to perform services conforming to the specifications, drawings and descriptions.
INSPECTION AND QUALITY CONTROLS
- All items furnished under this order by Seller to Buyer shall be subject to inspection and tests by Buyer, or representatives of third party purchasing Buyer’s product in which terms will be used.
- Seller shall provide Buyer appropriate material certifications as described on the purchase order, including but not limited to, American Bureau of Shipping Inspection Certificates, material, physical, and/or chemical analysis certification, and OSHA/WISHA Material Safety Data Sheets.
RISK OF LOSS
Regardless of F.O.B. Point, Seller agrees to bear all risk of loss, injury, or destruction of goods and material ordered herein which occurs prior to acceptance by Buyer. No loss, injury or destruction shall release Seller from any obligation hereunder.
No advertising or other forms of publicity having or containing any reference to Buyer or any of its staff members shall be made by Seller or any one on Seller’s behalf unless Seller has written consent of the Buyer.
No waiver, either direct or by operation of law or in equity, of strict compliance with and performance of any term or condition of this contract, or of any breach thereof on part of the Buyer, shall be help or deemed to be a waiver of any subsequent failure of strict compliance with and performance of any and every term thereof, or of any breach thereof.
Seller agrees to indemnify and hold Buyer harmless in the event that any damage is suffered by Buyer on account of any litigation or threat thereof arising out of the manufacture and sale of any item contemplated hereunder.
STANDARD ARBITRATION CLAUSE
Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
CHOICE OF LAWS
This contract shall take effect and shall be construed in accordance with the laws of the State of South Carolina. Proper venue for any litigation hereunder shall be Greenville County, South Carolina.
IPS Packaging requires a thirty day written notice for all price increases.