Purchase Order Standard Terms and Conditions (PDF)
If this Purchase Order incorporates either the terms of an existing contract between the parties or any additional terms and conditions by specific written reference ("Additional Terms"), any conflict or ambiguity between said Additional Terms and these Purchase Order Standard Terms and Conditions shall be governed by the Additional Terms.
1. Terms and acceptance. This Purchase Order becomes a contract and shall be deemed accepted by Seller, subject to the terms and conditions of this Purchase Order ("Acceptance") (1) when signed acknowledgment of Seller is received by Buyer, or (2) upon commencement of work on goods or services subject to this Purchase Order or when shipment according to schedule of all or any portion of the goods or services covered by this Purchase Order shall be made. Except as provided in the preceding sentence, it is a condition of this Purchase Order that any provisions printed or otherwise contained in any acknowledgment hereof, invoice or time sheet provided by Seller, inconsistent with or in addition to the terms and conditions herein stated, and any attempted alteration by Seller of this Purchase Order ("Differing Terms"), are hereby rejected and shall have no force or effect, and that Seller by Acceptance thereby agrees that any such Differing Terms shall not constitute any part of the contract established by this Purchase Order. This contract contains the entire agreement and understanding, with the exception of any Additional Terms, between the parties with respect to the goods and services covered by this Purchase Order and supersedes all prior agreements and understandings relating to its subject matter, whether written or oral. Any failure of either party to enforce any of its rights hereunder shall not constitute a waiver of such rights or of any other rights hereunder.
2. Quantities: This is not a requirements contract. Buyer reserves the right to use its own resources and to purchase the same or similar goods or services from any third parties.
3. Inspection, warranty. Goods delivered (whether paid for or not) are subject to inspection, testing, and approval by Buyer before acceptance. Seller expressly warrants that all articles, materials, services and work will conform to the applicable drawings, specifications, samples, or other descriptions given in all respects, and that the goods delivered hereunder will be of good quality, material, and workmanship, merchantable and free from defects. This warranty shall survive any inspection, delivery, acceptance, or payment by Buyer of the goods or services.
4. Nonconforming goods. All goods not fully up to standard and not in compliance with the specifications hereof, or shipped contrary to instructions, or less than or in excess of the quantities herein provided, or substituted for goods described, or not shipped in containers conforming to Buyer's specifications (or, in the absence of such specifications, in recognized standard containers), or allegedly violating any statute, ordinance, or administrative order, rule, or regulation, may be rejected by Buyer and returned or held at Seller's expense and risk. Buyer may charge to Seller all expense of inspecting, unpacking, examining, repacking, storing, and reshipping any goods rejected as aforesaid. The remedies hereinabove afforded to Buyer shall not be exclusive, but Buyer may hold Seller liable for any and all damages arising from any breach or default hereinabove set forth. No backorders or substitutions without prior authorization from the MISO Purchasing Agent.
5. Price. Prices recorded in this Purchase Order are not subject to increase. No additional amounts shall be chargeable to Buyer because of taxes or excises, presently or hereafter levied on Seller. If Seller's quoted prices for the goods or services covered by this Purchase Order are reduced (whether in the form of a price reduction, close-out, rebate, allowances, or additional discounts offered to anyone) at time of any shipment, Seller agrees that the price to Buyer for such goods or services will be reduced accordingly, and that Buyer will be billed at such reduced prices. If price includes taxes or excises, and if such taxes or excises or any part thereof are hereafter refunded to Seller, Seller shall immediately pay Buyer the amount of such refund. Seller certifies that the prices herein are not higher than prices being charged to other organizations purchasing identical goods or services in smaller quantities at this particular time and do not discriminate against Buyer. A separate invoice shall be rendered for each order or for each shipment made on an order.
6. Payment. Terms of payment are as previously arranged, or if specified in this Purchase Order, then as so specified in this Purchase Order. Payment of Seller's invoices shall be subject to subsequent adjustment for shortages.
7. Delivery time of essence. Buyer's schedules are based upon the agreement that the goods or services will be delivered to Buyer by the dates specified on the face of the Purchase Order. Time is therefore of the essence and if goods or services are not delivered within the time specified hereon, Buyer may reject such goods or services and cancel this Purchase Order. The acceptance of later or defective deliveries shall not be deemed a waiver by Buyer of its right to cancel this Purchase Order, or to refuse to accept further deliveries. Please notify the MISO Purchasing Agent immediately if you are unable to complete the order by the date specified.
8. Packing and Shipping. Each package shall be numbered and labeled with Buyer's order number, stock number, contents, and weight, shall contain an itemized packing slip and shall be properly prepaid for shipment so as to secure lowest transportation and insurance rates and to meet carrier's requirements unless otherwise specified. No charges will be allowed Seller for packing, breaking, freight, express, or cartage unless stated herein. The purchase order number must appear on all invoices, packages, etc. Any premium transportation costs incurred by Buyer as a result of Seller's failure to meet the delivery schedule shall be paid by Seller.
9. Inspection. Buyer shall have the right, prior to acceptance, to inspect any goods or services and to reject any or all of said goods or services which are in its judgment defective or non-conforming. Such inspection shall not affect Seller's warranties hereunder and such warranties shall survive any such inspection. Payment for goods and services under this Purchase Order shall not constitute acceptance by Buyer.
10. Infringement. Seller warrants and represents that the sale or use of goods of Seller's design or Seller's patents covered by this Purchase Order either alone, or in combination with other materials, will not infringe or contribute to the infringement of any patents or trademarks or copyrights either in the U.S.A. or foreign countries, and Seller shall defend every suit which shall be brought against Buyer or any party selling or using Buyer's products for any alleged infringements of any patents, trademarks or copyrights, by reason of the sale or use of said materials whether alone, or in combination with other materials and to pay all expenses and fees of counsel which shall be incurred in and about defending every such suit and all costs, damages, and profits recoverable in every such suit.
11. Warranties. In addition to Seller's customary warranties and any other warranties contained herein or implied by law, Seller expressly warrants that all of the goods and/or services, as the case may be will: (i) conform to all specifications, descriptions and samples; (ii) be new (unless specifically specified otherwise in the Purchase Order); (iii) be free from defects in design, material or workmanship; (iv) conform to statements made on the containers, labels or advertisements for such goods; (v) be adequately contained, packaged, marked and labeled; (vi) be merchantable; (vii) be safe and appropriate for the purpose for which the goods are intended and for which the goods of that kind are normally used. Seller agrees to promptly replace or correct defects of any goods and to re-perform any services not conforming to the foregoing warranties, without expense to Buyer, when notified of such nonconformity by Buyer. In the event of Seller's failure to promptly correct defects in or replace nonconforming goods or to re-perform nonconforming services, Buyer, after reasonable notice to Seller, may make such corrections or replace such goods or re-perform such services and may charge Seller the cost incurred by Buyer in doing so.
12. Compliance with law. The performance of any work pursuant to this Purchase Order is and shall be subject in all respects to and in compliance with all laws, rules, regulations, and ordinances, proclamations, demands, directives, executive orders, or other requirements of the municipal, state, and federal governments and all subdivisions thereof which now govern or may hereafter govern the manufacture, sale, or delivery of the parts, supplies, goods or services contemplated by this Purchase Order.
13. Indemnification by Seller. To the fullest extent permitted by law, Seller waives any right of contribution and shall indemnify, hold harmless, and defend Buyer from and against all claims, liability for loss, damages, costs, expenses or injury to person or property in any manner arising out of or incident to the performance of the contract. Seller waives any immunity from or limitation on its contribution liability to Buyer based upon the applicable workers' compensation act or any governmental authority.
14. Taxes. Seller accepts liability for payment of all payroll and Social Security taxes and all other federal, state, or local taxes now or hereinafter imposed by any governmental authority. MISO is a not-for-profit corporation. It is registered by the Indiana Department of Revenue as an organization wholly exempt from payment of gross income tax.
15. Delegation, assignment. Seller shall not delegate or assign any duties or claims under this Purchase Order without Buyer's prior written consent. Any such delegation or assignment attempted without Buyer' s previous written consent shall effect, at Buyer's option, a cancellation of all of Buyer's obligations hereunder. All claims for moneys due or to become due from Buyer shall be subject to deduction by Buyer, for any setoff or counterclaim arising out of this or any other of Buyer's orders with Seller, whether such setoff or counterclaim arose before or after any such assignment by Seller.
16. Modification. Buyer shall have the right to make, from time to time, and without notice to any sureties or assignees, changes as to packing, testing, destination, specifications, designs, and delivery schedule. Seller shall immediately notify Buyer of any increases or decreases in costs caused by such changes and an equitable adjustment of prices or other terms hereof shall be agreed upon in a written amendment to this Purchase Order.
17. Cancellation. Buyer reserves the right at any time and from time to time without cause, to cancel all or any part of the undelivered services, to the extent included in this Purchase Order, by notice to Seller. In the event of such cancellation, Buyer shall not be liable to Seller for loss of anticipatory profits. The provisions of this paragraph shall not limit or affect Buyer's right to terminate this Purchase Order for default of Seller.
18. Waiver of liens. Seller hereby waives and relinquishes all liens and claims statutory or otherwise which Seller now has or may hereafter have as a result of labor done and materials furnished by Seller or Buyer in performance of this Purchase Order.
19. Default. Upon the happening of any one or more of the following events, Buyer shall forthwith have the unrestricted right to cancel and terminate the within contract without costs or liability to the Buyer: (1) Seller's insolvency or inability to meet obligations as they become due; (2) filing of voluntary or involuntary petition of bankruptcy by or against Seller; (3) institution of legal proceedings against Seller by creditors or stockholders; (4) appointment of a receiver for Seller by any court of competent jurisdiction. The acceptance of goods or performance after the occurrence of any of the events above enumerated shall not affect the right of the Buyer to cancel its additional obligations.
20. Governing law. This Purchase Order and the acceptance of it shall be a contract made in the State of Indiana and shall be governed by the laws of the State of Indiana.
21. Buyer's Remedies. In addition to all other remedies available to Buyer herein, under the Uniform Commercial Code, or otherwise, any and all goods may be rejected by Buyer and abandoned, returned or held at Seller's expense and risk, when such goods: (i) are not produced, sold, shipped and/or delivered in compliance with the terms of this Purchase Order; (ii) are delivered in excess of the quantities ordered, in broken packs or partial shipments, or in packages or assortments other than as specified; (iii) violate or allegedly violate any laws, regulations or any governmental administrative orders, rules or regulations: or (iv) infringe or allegedly infringe any patent trademark, trade name, copyright, trade secret, or other proprietary right or involve or allegedly involve any unfair competition. At its election, Buyer may accept nonconforming goods or services and Seller shall be liable for any reduced value of such goods and services and the costs to repair or to re-perform the same. Each of Buyer's rights and remedies hereunder shall be cumulative and additional to any other or further rights or remedies provided in law or equity hereunder. In the event of any default of any terms and conditions of this Purchase Order, Seller agrees to pay all damages resulting from such breach.