Purchase Order Terms and Conditions
These Purchase Order Terms and Conditions ("POTC") alongside the attached purchase order coversheet ("PO Coversheet") govern the relationship between Sovereign USA ("Buyer") and the vendor identified in the PO Coversheet ("Seller"). These terms apply to all products supplied by Seller to Buyer.
1. Acceptance of Terms
This POTC is an offer by Buyer to enter into a purchase agreement with Seller based on the terms specified herein. Seller's acceptance can be demonstrated by shipping the products, accepting payment, or any act constituting acceptance under applicable law.
2. Products
Seller shall deliver the products specified in the PO Coversheet ("Products"). Specifications provided by Buyer must be followed strictly. Any intellectual property developed as part of these specifications belongs to Buyer.
3. Pricing and Charges
The prices listed in the PO Coversheet are all-inclusive. Any additional charges such as shipping or taxes must be pre-approved by Buyer in writing.
4. Payment Terms
Invoices must be sent to the address provided in the PO Coversheet. Payment terms and discounts will be based on the receipt date of the invoice or the complete delivery date of all products.
5. Delivery
Delivery must be made to the address specified in the PO Coversheet by the agreed date. Seller is responsible for insurance and freight costs. Risk and title transfer to Buyer upon delivery, but revert to Seller during returns.
6. Inspection and Rejection
Buyer reserves the right to inspect, test, and reject products after receipt. Rejected products must be repaired, replaced, or refunded at Seller's expense.
7. Warranties
Seller warrants that all products are new, fit for purpose, free from defects, conform to samples, and comply with all applicable laws. Any breach of these warranties will require Seller to replace or repair the products or refund the purchase price.
8. Quality Assurance
Seller must maintain quality data and allow Buyer to review manufacturing processes and inspection systems to ensure compliance.
9. Recalls
Seller must notify Buyer immediately of any product recalls. Buyer will manage the recall process with its customers.
10. Insurance
Seller must maintain adequate liability and product liability insurance to cover potential claims.
11. Indemnification
Seller shall indemnify Buyer against all losses, claims, and damages arising from breaches of these terms, product recalls, or intellectual property infringements.
12. Confidentiality
Any confidential information disclosed by Buyer to Seller must be protected and not used or disclosed without prior written consent.
13. Termination
Buyer may cancel the purchase order for convenience or due to Seller's breach, insolvency, or non-compliance with laws. Compensation for cancellation is limited to the PO price for conforming products shipped before cancellation.
14. Compliance
Seller must comply with all applicable laws and maintain necessary permits and licenses. Seller warrants no affiliation with debarred entities.
15. Liability
Seller is liable for all damages from non-conforming products. Buyer's liability is limited to the purchase price for conforming products.
16. General Provisions
All remedies are cumulative. This PO is governed by the laws of the state specified in the PO Coversheet. Modifications must be in writing and signed by both parties. Notices must be in writing and are effective upon delivery.
