Vendor Terms

Vendor Terms
777 South Street P. O. Box 2310
Newburgh, New York 12550-0606
Tel 845.565.8850 l Fax 845.565.9392
Vendor Terms
Effective: July 2011
1. Purchase order acknowledgement must be returned
after receipt of order confirming prices and delivery schedule.
2. Render separate invoice for each shipment applying against each order. Transportation
charges must be supported by paid transportation bill and must accompany invoice.
3. Buyer shall not accept any goods at prices higher than those last charged for goods,
unless the order covers the increase in prices. Should “price prevailing at the time of
shipment” or similar conditional acknowledgement or acceptance be made of the order,
Buyer shall be given notice of any change in price prior to shipment and may accept or
reject the change and in event the rejection, may cancel this order without charge or cost.
4. Seller warrants that the goods will be merchantable quality, will be fit for the purpose for
which they are intended to be used, and will conform with the description and performance
specifications and standards contained in all descriptive and technical information promulgated
by Seller, without any limitation of Seller’s liability for breach of warranty or other breach of
contract. Seller agrees to and shall indemnify and hold the Buyer harmless from any and all
claims from damages or injury including death to any and all persons arising out of the goods
purchased, and from any and all claims for damages arising out of alleged infringements of
patents, with respect to the goods purchased by the Buyer from Seller. Seller further agrees to
assume the defense of any suit brought against Buyer for damages, or for injury or death to any
and all persons arising out of any of the matters referred to in this paragraph and to pay Buyer’s
attorney’s fees and other expenses resulting from any such suit, or from any judgment or decree.
5. Unless otherwise provided in the order or in other written agreement, delivery in whole or
in part shall not be made more than (5) days prior to the agreed delivery date or dates. On
earlier deliveries Buyer reserves the right to delay payment of invoice or to return the goods
at Seller’s risk and expense. Buyer may from time to time change delivery schedules or direct
temporary suspension of scheduled shipments. Time is of the essence of this agreement and
in the event that Seller fails o make delivery of the goods to Buyer’s plant on or before the
date specified in this purchase order or any revisions or amendments of it, Buyer has the right
to terminate the order without being subject to any cancellation or other changes by Seller.
Professional Products for a Cleaner Environment. [email protected]
777 South Street P. O. Box 2310
Newburgh, New York 12550-0606
Tel 845.565.8850 l Fax 845.565.9392
6. Seller shall bear the risk of loss or of damage to the goods until the goods are received and
inspected by the Buyer. All goods will be subject to our inspection and approval. If rejected,
same will be held subject to Seller’s instructions, at Seller’s risk, and returned at Seller’s expense.
7. Buyer’s count will be accepted as final and conclusive on all shipments not accompanied
by packing lists.
8. Do not substitute goods or ship more than quantity ordered without authority from Buyer.
Allowance of 5% over or under will be accepted.
9. Where work is made to blueprints furnished by Buyer, the design shall be considered as Buyer’s and Seller is not to furnish to anyone else with the same
articles or parts thereof without Buyer’s written permission.
10.The entire agreement is stated herein and no modification thereof shall be binding
upon Buyer except by a writing signed by Buyer’s authorized representative.
11.Goods covered by any Purchase order will be manufactured in conformity with both State
and Federal law in regard to wages and hours; that no employee will be em-ployed in the
production of such goods that is under the age limits prescribed by State and Federal Laws; and
that the prices charged will be lawful.
12.We are an Equal Opportunity Employer and rated as “Small Business” and “non-Minority” owned
under the definitions of the Small Business Administration. We, as Federal Contractors, are aware
of your obligations under Section 402 of the Vietnam Era Veterans 41 CFR 60-250.4 as well as
Executive and Federal Regulations of Affirmative Action for the Handicapped 41 CFR 60-741.4.
Professional Products for a Cleaner Environment. [email protected]
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