PURCHASE ORDER TERMS AND CONDITIONS
1. DEFINITIONS
The term “Buyer” as used herein shall refer to CompSource Mutual Insurance Company. The term “Seller” as used herein shall refer to the supplier designated on the face hereof and shall also include its subcontractors, independent contractors and all other classes of persons performing any type of work under this Order. The terms “good(s)” and “services” as used herein shall refer to, without limitation, the materials, supplies, items, equipment, work and/or services covered by this Order.
2. PRICE AND PAYMENT
(a) Seller agrees that the price(s) set forth on the face of this Order is firm and is not subject to increase. Unless otherwise provided on the face of this Order, the price as herein stated shall include all costs for packing, transporting and insuring the goods ordered to Buyer’s facility.
(b) Payment due dates, including discount periods, will be computed from the date of receipt of all goods and services or date of receipt of an undisputed invoice, whichever is later.
(c) Seller should include the number specified in this Order on all its packages, packing slips, invoices, and correspondence to Buyer.
3. INSPECTION AND ACCEPTANCE.
(a) Buyer shall have a reasonable time (but not less than 60 days) after receipt to inspect the goods and services tendered by Seller. If any goods or services delivered do not meet the requirements of this Order, Buyer shall have the right to reject any such goods or services. Buyer may elect to reject all goods and services tendered even if only a portion thereof is nonconforming. If Buyer elects to accept nonconforming goods or services, Buyer, in addition to its other remedies, shall be entitled to deduct a reasonable amount from the price thereof to compensate Buyer for the nonconformity. Payment of any good or service shall not be deemed an acceptance thereof.
(b) Acceptance of any good or service after inspection shall not constitute a waiver of any warranty made by Seller hereunder or implied by law nor shall it preclude Buyer from revoking its acceptance thereafter for any latent defects or fraud.
4. RISK OF LOSS
Seller assumes (i) all risk of loss or damage to the goods until delivery to Buyer at the destination specified on the face of this Order; and (ii) all risk of loss or damage to any goods rejected by Buyer or for which Buyer has revoked its acceptance from the time of such rejection or revocation. The term “FOB” in this Order refers to transportation charges only and it does not change the foregoing provisions of this paragraph.
5. WARRANTY.
(a) Seller warrants title to the goods and that all goods and services furnished hereunder: (i) will be in full conformance with the specifications, blueprints, drawings, samples and data or other description furnished by Buyer or by Seller and approved by Buyer; (ii) will perform as specified herein or otherwise represented by Seller (even if such representations do not appear on the face hereof, notwithstanding the provisions of paragraph 14 hereof); (iii) will be merchantable and fit and sufficient for the use intended by Buyer; and (iv) will be free from defects in material, workmanship, manufacture and design (where design is Seller’s responsibility). Seller’s warranty shall be effective for a period of time as set forth on the face of this Order. If no such period is stated, the warranty shall be effective for a period of one (l) year from the date of acceptance.
(b) In addition to other remedies which may be available at law or in equity, Buyer may, at its option, return to Seller for full credit any goods which do not meet the warranties specified herein or require correction or replacement of such goods, all at Seller’s risk and expense. Packing and shipping shall be at Seller’s cost, including the cost of premium transportation when any goods are critical to Buyer’s delivery schedule.
6. CHANGES.
Buyer may, by written notice, make changes to all or any part of this Order. If any such change causes an increase or decrease in the cost of or the time required for the performance hereunder, an equitable adjustment shall be made in the price or delivery schedule or both. Any claim for adjustment by Seller shall be deemed waived unless asserted in writing within ten (10) days from the receipt by Seller of the change. Changes shall not be binding on Buyer unless evidenced by a writing signed by an authorized representative of Buyer.
7. TERMINATION FOR DEFAULT
Buyer may, at its sole option, cancel this Order in whole or in part, without any further liability or responsibility hereunder in the event Seller: (i) becomes insolvent, (ii) fails to make timely delivery, or (iii) breaches any other term or condition of this Order. Seller shall continue to supply any portion of this Order not canceled. In the event of such cancellation, at Buyer’s request, Seller will transfer title to and deliver to Buyer any completed goods.
8. INDEMNIFICATION
Seller agrees to defend, indemnify and hold Buyer harmless from and against any and all liabilities, obligations, costs and expenses of any nature whatsoever (including reasonable attorneys’ fees and costs) which Buyer may be obligated to pay as a result of any and all claims, demands, actions or judgments of every nature whatsoever in favor of any person on account of personal injury or death or damages to property incidental to or resulting directly or indirectly from the performance by Seller hereunder. Seller shall carry and maintain insurance coverage satisfactory to Buyer to cover the above and, upon Buyer’s request, shall furnish Buyer with evidence of such insurance in a form satisfactory to Buyer.
9. NOTICE OF DELAYS
Whenever Seller has knowledge of an actual or potential delay to the timely performance of this Order, Seller shall immediately notify Buyer in writing of all relevant information with respect to such delay. Such notice is for informational purposes only and shall not relieve Seller of Seller’s obligations to comply with Seller’s requirements under this Order. Buyer may delay delivery and/or acceptance occasioned by causes beyond its control.
10. ASSIGNMENT
Seller shall not delegate or subcontract any duties nor assign any rights or claims under this Order without the prior written consent of Buyer. No consent shall be deemed to relieve Seller of its obligations to comply fully with the requirements hereof.
11. GOVERNING LAW
This Order shall be construed and interpreted in accordance with and governed by the laws of the State of Oklahoma, excluding its conflict of law rules, with exclusive jurisdiction in the State or federal courts located in Oklahoma County, Oklahoma.
12. COMPLIANCE WITH LAWS
Seller shall comply with all federal, state and local laws, ordinances, rules and regulations in the manufacture and sale of the goods and performance of the services in this Order. Seller will defend and hold Buyer harmless for any loss, damages, or costs arising from or caused in any way by any actual or alleged violation of any federal, state or local law, ordinance, rule or regulation.
13. ATTORNEYS’ FEES
In the event Seller and Buyer are unable to resolve any dispute arising under this Order and any suit or other judicial proceeding is instituted, the successful party in any such suit or judicial proceeding shall be paid promptly by the other party an additional amount equal to the successful party’s reasonable attorneys’ fees and costs incurred.
14. ENTIRE AGREEMENT
This Order, together with any specifications, schedules, exhibits or amendments which may be referred to herein or attached hereto by Buyer, sets forth the complete and final agreement between the parties and supersedes any and all prior or contemporaneous oral or written communications relating to its subject matter. No amendments to or modifications of this Order will be valid and binding upon Buyer unless in writing and signed by an authorized representative of Buyer.
