"AAA" objects to the inclusion of any different or additional terms by Seller in Seller's acceptance of this PO. If Seller includes or attaches any different or additional terms in Seller's purported acceptance, commences performance, or tenders the Goods, a contract of sale will result upon the terms and conditions as stated herein, without inclusion of any different or additional terms and conditions.
All Goods furnished must strictly conform to the Documents and must be of the quality specified. No deviation or substitution is permitted without the prior written consent of "AAA". In the event no quality is specified, the Goods must be at least equal to the standards of the market place. "AAA" shall have the right at all times during the performance of this PO to conduct such tests and inspections as it deems necessary to assure Seller's compliance with this PO. "AAA" will be supplied, as needed, data, drawings, specifications, test results, quality documentation, schedules, and other documents and information. PACKAGING: Unless otherwise specified, the products Supplier sells to "AAA" shall be (a) packed, packaged, marked and otherwise prepared for shipment in a manner which is in accordance with good commercial practice, (b) acceptable to common carriers for shipment at the lowest rate for the particular goods and in accordance with applicable regulations, and (c) adequate to insure safe arrival at the named destination. Supplier agrees to mark all containers with necessary lifting, handling, and shipping information and also order numbers, date or dates
The price set forth on the PO is not subject to escalation unless an escalation formula is expressly provided for on the face of the PO. If a prompt payment discount is provided for on the PO, the discount period begins when the Goods or invoices are received, whichever is later, provided the period will be extended for delays caused by errors in invoicing or good faith disputes over the accuracy of the invoice. "AAA" may, prior to making any payment due under this PO, require Seller to deliver lien waivers from it and each of its subcontractors and material men for Goods previously delivered.
Changes may be made by "AAA" at any time in the character or quantity of Goods to be furnished hereunder by written change order signed by the same authority executing this PO for "AAA". The price specified on the PO shall be adjusted pro rata if the change is in quantity or by mutual agreement if the character or Goods or other terms are changed so as to increase or decrease the cost to Seller. Upon "AAA"'s request, Seller shall provide satisfactory evidence from which adjustments based on cost can be determined.
Time is of the essence to this PO. At the outset of any delay from any cause, including Force Majeure, Seller shall immediately notify "AAA" in writing of the delay or anticipated delay and shall undertake to shorten the delay by all reasonable means. If such delay is caused by Force Majeure, the costs of shortening the delays shall be paid by "AAA" to the extent such costs are attributed to action authorized by "AAA". If the delay is from any other cause, Seller shall be solely responsible for the costs of overcoming delays.
Neither party shall be liable for any delay or failure to deliver or accept any or all of the Goods where such delay or failure is caused by fire, flood, other act of God, act of war, labor disturbance, or other event beyond such party's control ("Force Majeure"). Where only a portion of Seller's capacity to perform is so impaired, Seller shall make a fair allocation of its remaining production among the various customers then under contract for similar Goods during the period. If this PO is for Goods to be used in the regular production of "AAA"'s facility, "AAA" may at its option delete the undelivered goods from this PO or appropriately extend the time for performance of this PO.
Seller/vendor agrees to indemnify, defend, and hold harmless "AAA", and any contractor, agent, or employee of "AAA", from and against all claims, demands, losses, damages, actions, or liability of any kind, including attorneys' fees, arising from the negligence or other breach of duty or violation of this PO by Seller, or those for whom Seller is responsible, in connection with this PO or the Goods supplied hereunder. LIMITATION OF LIABILITY: IN NO EVENT WILL "AAA" BE LIABLE TO SUPPLIER OR ANY THIRD PARTY, IN CONTRACT, TORT OR OTHERWISE, FOR ANY LOSS OF PROFITS OR BUSINESS, OR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, ARISING FROM OR AS A RESULT OF THESE CONTRACT TERMS, ANY ORDER OR ANY AGREEMENT BETWEEN THE PARTIES RELATING TO THE PRODUCTS, SERVICES OR DELIVERABLES SUPPLIER PROVIDES, EVEN IF "AAA" HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. . RISK OF LOSS: Regardless of the method of shipment used, Supplier agrees to deliver all product specified on the Order to the location(s) specified on the Order at Supplier's own risk. Supplier shall bear the risk of loss, destruction or damage until the items are accepted by "AAA" or its direct end customer.
If Seller is to perform any work, including supervision of installation, at the site of construction or at the office or on property of "AAA", Seller shall carry at Seller's own expense:
Which policy shall include owned, non owned, and hired autos. At "AAA"'s request, Seller shall also carry explosion, collapse, and underground coverage under its Comprehensive General Liability policy and Excess Liability in amounts specified by "AAA". Seller shall, prior to commencing work, provide "AAA" with certificates evidencing all such coverage’s from insurance companies acceptable to "AAA". Such certificates shall
Seller hereby warrants and represents that it has inspected the work site and is familiar with all working conditions which exist there, including subsurface conditions, and that it has made due allowance for such conditions in its price calculation and estimate of time for completion. Unless otherwise instructed by "AAA", Seller will provide for receipt, unloading, storage, and protection of all materials for the work whether such materials are purchased by Seller or "AAA". Seller shall at all times keep the work site reasonably neat and clean and upon completion shall remove and dispose of all rubbish, trash, and refuse. Seller shall be responsible for the proper use and storage of all Hazardous Substances, as defined by 40 C.F.R. 302.3, and all Hazardous Chemicals, as defined by 29 C.F.R. 1910.1200. Seller shall not generate any Hazardous Wastes, as defined by 40 C.F.R. 261.3, on site, without prior written authorization from "AAA". In the event Seller generates such Hazardous Waste, Seller must notify "AAA" of the type and quantity and arrange with "AAA" for proper storage and disposal, at Seller's sole expense. Seller shall at all times coordinate its work and cooperate with the forces of other contractors on the work site and "AAA"'s own forces. Seller shall at all times conduct itself in a safe and prudent manner in compliance with all applicable federal, state, and local safety laws, rules, and regulations, and all safety rules of "AAA", including "AAA"'s drug and alcohol policy. Seller's relationship to "AAA" under this PO shall be that of an independent contractor. Seller shall not be deemed to be or hold itself out to be the agent or employee of "AAA" for any purpose.
Unless otherwise agreed to in writing between the parties, Seller shall be obligated to make delivery F.O.B. "AAA"'s warehouse or to their customer's warehouse location as designated on PO or to a ship to address provided in a email or by fax . Seller will indicate plainly the PO number on all bills of lading, invoices, and freight bills. Each package or shipment must contain a memorandum showing "AAA".’s name, contents of package, and PO number. Partial shipments must be identified as such on shipping memorandum and invoices. When shipping, Seller will make no declaration of value to carrier except where shipment is subject to released value rating. Seller is responsible and obligated to pack goods properly, shrink wrap and block and brace and load pallets of merchandise in such a way as to eliminate goods from getting damaged or breaking in transit. When shipping merchandise or products, any spills and clean up and disposal thereof is completely the responsibility of the shipper. All freight brokers, non-vessel operating (NVO)carriers, ocean transport intermediaries, freight, trucking and shipping companies shall maintain a minimum of $500,000 insurance coverage for each occurrence and shall indemnify and hold "AAA" and its affiliate companies harmless from all liability, losses, damages, legal fees and any related expenses and costs that may occur during transport of goods. Such insurance coverage shall name "AAA", its subsidiaries, affiliates, directors, officers, and employees as additional insured’s with respect to liability, or any claims of liability, arising out of the work or services performed by Shipper that affords the additional insured's that same coverage as if the additional insured's were the named insured. By shipping and transporting merchandise for and in behalf of "AAA" or it's affiliate companies, you hereby agree to this requirement. Shipper retains title to the goods and retains all risk of loss to the goods until it is received by "AAA" ,affiliate company or its end customer's warehouse. All freight and shipping and detention charges are the responsibility of the end customer and the NVO shall collect from them, any amounts due for delays in unloading of cargo from vessel.
Supplier shall furnish all documents required for international shipments, and upon request, all documents required by "AAA" to obtain export credits and customs drawback and remission. Supplier shall include a priced invoice with the master packing slip for international shipments. Upon "AAA"'s request, Supplier shall furnish certificates that identify the country of origin of the materials used in the goods "AAA" purchase from Supplier and the value added thereto in each country.
All manufacturers, wholesalers, or retailers that sell directly or indirectly to our company or load and ship (from their warehouses) any type of closeouts, overstock, salvage, customer returns or marked out of stock merchandise must make 100% certain that their warehouse staff does not accidentally ship the following items in any export shipment :Stuns, gun or rifle components & parts, paintball guns & paintballs, military, stun-guns, ammunition,Night-vision goggles, optical scopes, laser sites,swords, knives or any prohibited merchandise as defined by any US regulation or Statute. If the staff does include these items in error or oversight in our container loads the management of the selling company will be fully responsible for their lack of supervision or guidance. We do not buy or want these type of prohibited merchandise in any of our export shipments as they are prohibited by law.
Seller warrants that in furnishing the Goods hereunder, all applicable American standards (including, but not limited to, ANSI, ASME, ASTM, and NEMA) have been complied with at the time of delivery. When Goods purchased hereunder are to be manufactured or produced outside the United States or its territories, Seller shall furnish, at "AAA"'s request, documents stating the foreign manufacturers' or producers' names and addresses and containing written assurances of compliance with American standards. INSPECTION/TESTING/REJECTION: Payment by "AAA" for the goods or services delivered hereunder shall not constitute "AAA"'s acceptance. "AAA" retains the right to inspect the goods or work performed and to reject any or all of the goods or work performed which are in "AAA"'s judgment defective. Goods rejected by "AAA" and goods supplied in excess of quantities called for herein may be returned to Supplier at Supplier's expense. In addition to "AAA"'s other rights, "AAA" may charge Supplier all expenses of unpacking, examining, repacking, and reshipping such goods. In the event "AAA" receive goods whose defects or nonconformity is not apparent on examination, resulting in deterioration of "AAA"'s finished product, "AAA" reserves the right to require the replacement, as well as payment of any resulting damages
Seller shall, in its performance of this PO, comply with all applicable federal, state, and local statutes, rules of law, ordinances, regulations, and regulatory orders, including, but not limited to, the Fair Labor Standards Act of 1938, as amended, Walsh-Healy Act, Robinson-Patman Act, applicable state Workers' Compensation laws, state and federal Occupational Safety and Health Acts, and all rules and regulations passed pursuant thereto, which are incorporated herein by this reference. Seller agrees to be subject to all applicable contract clauses required by federal, state, or local law, rule, or regulation to be included in this PO, including, but not limited to, the following clauses, which are incorporated herein by this reference: Equal Opportunity Clause (41 CFR 60.1.4); Affirmative Action Clause for Disabled Veterans and Veterans of the Vietnam Era (41 CFR 60-250.4); Affirmative Action Clause for Handicapped Workers (41 CFR 60-741.4); and the Certification of Non segregated Facilities Clause (41 CFR 60.1.8; 41 CFR 1-12.803.10). In addition, Seller agrees and certifies, if applicable, that it has developed a written affirmative action compliance program (41 CFR 60-1.40(a)) and annually files Standard Form 100 (EEO-1) (41 CFR 60-1.7 (a)).
"AAA" is under no obligation to inspect the good before resle and payment shall not be considered acceptance and shall not bar "AAA"'s right to revoke the goods. Vendor understands that its obligation to accept revoked goods will last until all goods are resold by "AAA". or its customer ,plus a period of 12 months. Unless a signed agreement to the contrary exists all goods deemed by "AAA" to be defective shall at the option of "AAA" be deemed revoked and may be returned to the vendor. Vendor agrees to reimburse "AAA" for all costs and expenses including goods costs, freight, costs (inbound and outbound) and any other handling charges incurred. On completion of this PO, Seller shall cooperate in carrying out any tests "AAA" deems necessary to determine the proper functioning and general performance of the Goods and, at its own cost, shall make any adjustments and changes required to the end that an efficient and fully operative project will result. Final acceptance by "AAA" will be conditional upon fulfillment of this requirement.
In the event of default, bankruptcy, insolvency, or failure or inability of Seller to perform, "AAA" may terminate this PO for cause, and in the event of such termination, "AAA" shall pay Seller (a) the unit price for each item of Goods properly furnished and accepted prior to cancellation, plus (b) the salvage value of Goods in process of manufacture, including unused materials, which are identified to and being manufactured or fabricated specifically for this PO which shall be promptly delivered to "AAA", but in no event shall the amount payable exceed the contract price, less the cost to "AAA" of completion or procurement of substitute conforming Goods, less other damages, and less any payments previously made. Additionally, this PO is subject to cancellation at the option of "AAA". Where the PO is canceled for the convenience of "AAA", Seller shall be paid (a) the unit price for each item of Goods properly furnished and accepted prior to cancellation, plus (b) the cost of Goods in process of manufacture, including unused materials, which are identified as being manufactured or fabricated specially for this PO which shall be promptly delivered to "AAA", plus (c) overhead and profit allocable to specialized Goods in process of manufacture, but in no event shall the amount payable exceed the contract price, less any payments previously made.
Seller, on behalf of itself and its employees, agrees that any ideas, know-how, concepts, information, or processes received from "AAA" or created by Seller in connection with the performance of this PO shall be the property of "AAA" and shall be preserved in strictest confidence by Seller and shall not be used or disclosed by Seller to third persons except to the extent that such use or disclosure is necessary for the proper performance of this PO. If disclosure to third persons is necessary, Seller shall insure that such third persons hold such information in strictest confidence. Also seller shall not circumvent "AAA" directly or indirectly .They shall make no contact with "AAA".'s customers or contacts without the written approval of "AAA".
This PO and money due hereunder may not be assigned without prior written consent of "AAA". Any attempted assignment without "AAA"'s consent shall be void.
This PO and all sales of merchandise and services to "AAA" shall be interpreted and enforced under the laws of New York State. Vendor agrees to indemnify and hold AAA Closeout Liquidators and "AAA". harmless from any and all claims of any kind or nature, including but not limited to all liability, demands or actions arising from any sale or resale of closeouts, salvage, customer returns, chain store or mail order catalog merchandise. This agreement is valid and enforceable for a period of five years from the first transaction date. Should any dispute arise, you agree that exclusive jurisdiction and venue for any litigation arising out of such dispute shall only be in New York, NY.
If the Goods sold hereunder are subject to the OSHA Hazard Communication Standard, 20 CFR Part 1910, or to such other state hazard communications laws, regulations, or standards as OSHA may have approved (the "Standard"), Seller shall provide "AAA" with a complete and accurate Material Safety Data Sheet for each of the Goods sold hereunder and shall label each of the Goods as required by the Standard. Seller's failure to supply such Sheet or to so label the Goods shall be deemed to constitute Seller's warranty, representation, and covenant that each of the Goods sold hereunder is exempt from the Standard.
Seller warrants that all Goods sold hereunder will not, under normal conditions of shipment, storage, or use, cause any person to be exposed to a chemical which is a carcinogen or a reproductive toxin listed under the California Safe Drinking Water and Toxic Enforcement Act of 1986 in quantities which would require that a warning be given prior to such exposure under the Act.
No waivers, amendments, or modifications of any of the terms or conditions of the PO shall be valid unless reduced to writing and signed by both parties. The terms and conditions of this PO shall not be amended or modified by the course of performance or course of dealing between the parties.
Supplier shall be conclusively presumed to have waived Supplier's right to receive payment for goods or services covered by any Order if Supplier has not submitted an invoice for the goods or services within one (1) year of the date of the Order. Supplier's submission of an invoice shall give rise to a presumption that the charges are the full amount Supplier is due for the goods or services listed on or referred to in the invoice for the purpose of determining the existence of any underpayment. Supplier may submit supplemental invoices only if accompanied by a photocopy of the original invoice and documentation acceptable to "AAA" that establishes the validity of Supplier's claim for underpayment. If a supplemental invoice and supporting documentation are not furnished within (i) one (1) year after the Delivery Date, or (ii) three (3) months after the date of submission of the original invoice, the claim shall be conclusively presumed waived. Buyer samples sent by vendor to "AAA" are for vendor’s convenience to be inspected and evaluated for purchase by "AAA". and are not to be invoiced or charged for these samples. If vendor needs their samples back they shall send their FedEx number or UPS call tag and samples will be returned at vendors expense.
Vendor and "AAA" agree that the terms and conditions of this PO shall supercede any inconsistent or conflicting terms between the parties, whether oral or written. a. REMEDIES: "AAA"'s remedies shall be cumulative and shall include any remedies allowed by law. Waiver of any breach by "AAA" shall not constitute "AAA"'s waiver of any other breach of the same or any other provision. Acceptance of any items or payments therefore shall not waive any breach. b. LANGUAGE: The parties confirm that it is their wish that these Contract Terms, as well as any other documents relating hereto, including all Orders, notices, schedules, authorizations, attachments and amendments, have been and shall be drawn up in the English language only. Les parties confirment que c'est leur volente expresse que ce contrat et tous documents y etant relatif, y compris les bons de commande, les avis, les annexes, les autorisations, les pieces jointes et les amendements soient rediges en langue anglais seulement.
AS AN INDUCEMENT FOR "AAA" TO ENTER INTO THIS AGREEMENT OR PURCHASE ANY GOODS , VENDOR WARRANTS THAT HE HAS READ,UNDERSTANDS AND AGREES TO BE BOUND BY ALL OF THE ITEMS AND CONDITIONS OF THIS PURCHASE ORDER WITHOUT MODIFICATIONS.
Your use of our Internet site, review of information about our company or contacting us by email or phone and or offering us goods to purchase is subject to these purchase order terms. Your use of our sites and visit thereof constitutes your binding acceptance of these purchase order Terms, including any modifications that we make. AAA Closeout Liquidators and "AAA" may at any time revise our buying terms and conditions by updating this posting. Please Read These purchase order Terms And Conditions Before offering goods or services to "AAA", its owners, subsidiaries or affiliates.