Purchase Order – Terms and Conditions

  1. ACCEPTANCE. Receipt of this purchase order constitutes acceptance of these terms and conditions unless Seller notifies Buyer of any objections within 24 hours after such receipt. Buyer reserves the right to cancel this purchase order at any time prior to Seller’s commencing performance.
  2. PRICE. The acceptance of this purchase order constitutes a warranty that the prices to be charged for articles or services ordered do not exceed the customary prices charged to other similarly situated customers for similar quantities, business terms and delivery requirements. 
  3. INVOICES. Seller will submit invoices showing the following information: purchase order number; description of item; size of item; quantity of item; unit prices; each applicable tax; extended totals and any other information specified elsewhere herein. A Bill of Lading or express receipt must accompany each invoice. Buyer’s payment of invoice will not constitute acceptance of goods and will be subject to adjustment for errors, shortages, defects in the goods or other failure of Seller to meet the requirements of this purchase order. Buyer may at any time set off any amount owed by Buyer to Seller against any amount owed by Seller or any of its affiliated companies to Buyer.
  4. OVERSHIPMENTS. Buyer will pay only for quantities ordered unless Buyer expressly consents to shipment of additional quantities. Overshipments made without Buyer’s express consent will be held by Buyer at Seller’s risk and expense. 
  5. PACKING AND SHIPMENT. Unless otherwise specified, when the price of this purchase order is based on the weight of the ordered goods, such price is to cover only the net weight of material ordered, and no charges will be allowed for packing, handling, transportation, storage or other packing requirements. Unless otherwise specified, Seller will package and pack all goods in a manner which is (a) in accordance with good commercial practice, (b) acceptable to common carriers for shipment at the lowest rate for the particular goods, © in accordance with any applicable laws or regulations, and (d) adequate to insure safe arrival of the goods at the named destination. Seller will mark all containers with necessary lifting, handling, and shipping information and with purchase order numbers, date of shipment, and the names of the consignee and consignor. An itemized packing list must accompany each shipment. No partial or complete delivery will be made prior to the due date or dates shown unless mutually agreed by the parties.
  6. TRANSFER OF TITLE; RISK OF LOSS. Shipping terms are as specified on the face of this purchase order, and title for goods shipped shall transfer at the named delivery point. Notwithstanding any prior inspections, Seller bears all risk of loss, damage or destruction to the ordered goods until final acceptance of the goods by Buyer at destination; provided, however, Buyer will be responsible for any loss to goods occasioned by the acts of its employees.
  7. WARRANTY. Seller warrants that: (i) all goods will meet the specifications for such goods (including compliance with listed ingredients) as stated on Seller’s label; (ii) all goods and any packaging used for such goods will comply with all applicable laws, rules, and regulations; and (iii) all goods and any packaging used for such goods will comply with the requirements of this purchase order. The foregoing warranties constitute conditions to this purchase order and will survive any delivery, inspection, acceptance or payment by Buyer. All warranties run to the benefit of Buyer and its customers. Buyer’s approval of Seller’s materials or specifications will not relieve Seller of any warranties. If any goods delivered do not meet the warranties specified herein or otherwise applicable, Buyer may, at its option and in addition to other remedies available to Buyer under applicable law: (a) require Seller to correct any defective or nonconforming goods by repair or replacement at no cost to Buyer; (b) return such defective or nonconforming goods to Seller at Seller’s expense and recover from Seller the order price thereof; or © correct the defective or nonconforming goods itself and charge Seller with the cost of such correction or accept the product with an agreed-upon adjustment. . 
  8. TIME OF THE ESSENCE. It is understood and agreed that time is of the essence for this purchase order. Whenever any event delays or threatens to delay the timely performance of this purchase order, Seller will immediately notify Buyer in writing of such event and furnish all relevant details, and Buyer shall have the right to cancel this purchase order. Receipt by Buyer of such notice will not constitute a waiver of the due dates hereunder unless and to the extent that Buyer expressly consents to a delay in performance. If Seller does not deliver a product, or fails to deliver a product within the time specified in Buyer’s purchase order, Buyer shall have no obligation to accept delivery of or pay Seller for any such product, and Seller shall be liable for all damages arising out of Seller’s delay or non-delivery.
  9. WAIVER; REMEDIES. The failure of Buyer to enforce at any time any provisions of this purchase order, to exercise any election or option provided herein, or to require at any time the performance by Seller of any of the provisions herein will not in any way be construed to be a waiver of such provisions. The remedies stated in these terms and conditions are in addition to all other remedies at law or in equity.
  10. NONDISCLOSURE OF CONFIDENTIAL MATTERS. All specifications, drawings, samples, and other data and material furnished by Buyer will be protected by Seller as confidential information, will remain Buyer’s property, and will be returned to Buyer on request. Seller agrees not to release information concerning this agreement to any third parties without written consent of Buyer.
  11. INCONSISTENT TERMS. These terms and conditions shall apply to all purchase orders issued by Buyer; any inconsistent terms and conditions contained in Seller’s invoices, bills of lading or other documents are hereby rejected by Buyer.
  12. APPLICABLE LAW. This contract and its performance shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to the application of conflict of laws rules.