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PURCHASE ORDER TERMS & CONDITIONS

 

Each Purchase Order placed by buyer for goods and/or services is subject to these standard purchase terms and the terms of the applicable Purchase Order, and is conditional upon Supplier’s agreement to such terms. Supplier shall be deemed to have agreed to be bound by such terms by accepting the Purchase Order, delivering the goods, and/or performing the services.

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  1. Definitions. In these Standard Purchase Terms, the following definitions apply:

    1. “Agreement” means the agreement between Supplier and Buyer for the purchase and sale of Goods and/or Services.

    2. “Buyer” means the customer navigating the website.

    3. “Deliverable” means any deliverable or other product or result from Services that is referred to in a Purchase Order, and any related materials, data, documentation, video, pdf, and includes any Intellectual Property Rights developed by Supplier pursuant to such Purchase Order.

    4. “Delivery Date” means the date of delivery for Goods or performance of Services as specified in a Purchase Order.

    5. “Delivery Point” means the location identified by Supplier in the Purchase Order to deliver Goods and/or perform the services. The Delivery Point will be done digitally via email, unless such other delivery area or point which is agreed upon and specified in writing between Buyer and Supplier.

    6. “Goods” means the goods that are required to be delivered by Supplier pursuant to a Purchase Order, and include all materials, manuals, data, documentation, questionnaires and training videos.

    7. “Intellectual Property Rights” means all intellectual and industrial property rights and rights of a similar nature including all rights in and to, patents including all issued patents and pending applications therefore and patents which may be issued therefrom (including divisions, reissues, re-examinations, continuations and continuations-in-part); trade-marks; copyrights; industrial design rights; rights pertaining to trade secrets and confidential information; publicity rights; personality rights; moral rights; and other intellectual property rights whether registered or not and all applications, registrations, renewals and extensions pertaining to the foregoing.

    8. “Purchase Order” means the purchase order between Buyer and Supplier for the purchase and sale of Goods and/or Services, to which these Standard Purchase Terms are attached or are incorporated by reference.

    9. “Services” means any services to be provided by Supplier to Buyer pursuant to a Purchase Order.

    10. “Specifications” means the requirements, attributes and specifications for the Goods or Services that are set out in the applicable Purchase Order. Specifications also include: (a) documentation published by Supplier relating to the Goods or Services; (b) standards or levels of service performance for Services; and (c) Buyer requirements that are expressly set out in a Purchase Order.

    11. “Supplier” means the party indicated on the face page of the Purchase Order that is contracting with Buyer for the purchase and sale of Goods and/or Services.

    12. “Supplier Proposal” means any acknowledgement, estimate, quote, offer to sell, invoice, or proposal of Supplier relating to the supply of Goods and/or Services to Buyer, including any delivered in connection with a request for quotations, request for proposal or similar process initiated by Buyer.

  2. Agreement. The Agreement consists only of: (a) these Standard Purchase Terms; (b) the applicable Purchase Order; and (c) any Specifications or other documents expressly referenced in the Purchase Order. Any reference in the Purchase Order to any Supplier Proposal is solely for the purpose of incorporating the descriptions and specifications of the Goods and/or Services contained in the Proposal, and only to the extent that the terms of the Supplier Proposal do not conflict with the descriptions and Specifications set out in the Purchase Order.

  3. Delivery Goods and Services.

    1. Supplier agrees to supply and deliver the Goods to Buyer and to perform the Services, as applicable, on the terms set out in this Agreement.

    2. Buyer understands and accepts that the delivery of Goods and Services will be done digitally. 

    3. Time is of the essence with respect to delivery of the Goods and performance of Services. Goods shall be delivered and Services performed by the applicable Delivery Date. Supplier must immediately notify Buyer if Supplier is likely to be unable to meet a Delivery Date. Buyer accepts that for the timely delivery of the Goods or Services they must diligently provide the Supplier the required information as specified on the terms set out in this Agreement.

  4. Inspection; Acceptance and Rejection.​All Goods and Services shall be subject to Buyer’s right of inspection. Buyer shall have seven calendar (7) days (the “Inspection Period“) following the delivery of the Goods at the Delivery   Point to undertake such inspection, and upon such inspection Buyer shall either accept the Goods or Services (“Acceptance“) or reject them. Buyer shall have the right to reject any Goods or  Services that are not in conformance with the Specifications or any term of this Agreement. Buyer shall provide Supplier within the Inspection Period notice of any Goods or Services that are  rejected, together with a list of the specific reasons for such rejection. If Buyer does not provide Supplier with any notice of rejection within the Inspection Period,then Buyer will be deemed to  have provided Acceptance of such Goods or Services.

  5. Price/Payment Terms. Prices for the Goods and/or Services will be set out in the applicable Order. Price increases or charges not expressly set out in the Purchase Order shall not be effective unless agreed to in advance in writing by Buyer. Supplier will issue all invoices on a timely basis. All invoices delivered by Supplier must meet Buyer’s requirements, and at a minimum shall reference the applicable Purchase Order. Buyer will pay the undisputed portion of properly rendered invoices thirty (30) days from the invoice date. Buyer shall NOT have the right to withhold payment of any invoiced amounts that are disputed. Withholding of disputed amounts shall be deemed a breach of this Agreement and shall accrue interest of ten percent monthly on the total amount owed. Buyer agrees to pay the balance of the undisputed amounts on any invoice that is the subject of any dispute within the time periods specified herein.

  6. Taxes. Unless otherwise stated in a Purchase Order, all prices or other payments stated in the Purchase Order are exclusive of any taxes. Supplier shall separately itemize all applicable taxes each on each invoice and indicate on each invoice its applicable tax registration number(s). Buyer will pay all applicable taxes to Supplier when the applicable invoice is due. Supplier will remit all applicable taxes to the applicable government authority as required by applicable laws. 

  7. Service Warranties. Supplier shall perform all Services: (i) exercising that degree of professionalism, skill, diligence, care, prudence, judgment, and integrity which would reasonably be expected from a skilled and experienced service provided providing services under the same or similar circumstances as the Services under this Agreement; (ii) in accordance with all Specifications and all Buyer policies, guidelines, by-laws and codes of conduct applicable to Supplier; and (iii) using only personnel with the skills, training, expertise, and qualifications necessary to carry out the Services. 

  8. Intellectual Property Rights. Content published on this website (digital downloads, images, texts, graphics, videos, logos, blogs) is the exclusive property of Supplier and/or its content creators and protected by international copyright laws. The entire compilation of the content found on this website is the exclusive property of Supplier, with copyright authorship for this compilation by Supplier. Any Deliverables contain intellectual property of Supplier, Supplier hereby grants to Buyer exclusive, rights to use and implement such intellectual property as part of the Deliverables. 

  9. Confidentiality. Supplier shall safeguard and keep confidential any and all information relating to Buyer obtained by it or provided to it by Buyer in connection with this Agreement, and shall use such information only for the purposes of carrying out its obligations under this Agreement.

  10. Indemnities. Buyer shall indemnify, defend and hold harmless Supplier, its Affiliates, and their respective officers, directors, employees, consultants, and agents from and against any claims, fines, losses, actions, damages, expenses, legal fees and all other liabilities brought against or incurred by the Supplier Indemnified Parties or any of them arising out of: (a) death, bodily injury, or loss or damage to real or tangible personal property resulting from the failure of the Goods or Services; (b) any claim that the Goods or Services infringe or violate the Intellectual Property Rights or other rights of any person; (c) any intentional, wrongful or negligent act or omission of Buyer or any of its Affiliates or subcontractors; (d) Buyer’s breach of any of its obligations under this Agreement; or (e) any liens or encumbrances relating to any Goods or Services.

  11. Limitation of Liability. EXCEPT FOR SUPPLIER’S OBLIGATIONS UNDER SECTION 14, AND EXCEPT FOR DAMAGES THAT ARE THE RESULT OF THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF A PARTY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY FOR ANY MATTER RELATING TO THIS AGREEMENT.

  12. Independent Contractors. Supplier will perform its obligations under the Agreement as an independent contractor and in no way will Supplier or its employees be considered employees, agents, partners, fiduciaries, or joint venturers of Buyer. Supplier and its employees will have no authority to represent Buyer or its Affiliates or bind Buyer or its Affiliates in any way, and neither Supplier nor its employees will hold themselves out as having authority to act for Buyer or its Affiliates.

  13. Severability. If any provision of this Agreement is determined to be unenforceable or invalid for any reason whatsoever, in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part thereof and all other provisions shall continue in full force and effect.

  14. Waiver. No waiver of any provision of this Agreement shall be enforceable against that party unless it is in writing and signed by that party.

  15. Interpretation. The headings used in this Agreement and its division into articles, sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders. References in this Agreement to articles, sections, schedules, exhibits, appendices, and other subdivisions are to those parts of this Agreement. Where this Agreement uses the word “including,” it means “including without limitation,” and where it uses the word “includes,” it means “includes without limitation.

  16. Governing Law. The laws of the state of Illinois and the federal laws of United States applicable shall govern this Agreement therein. The parties irrevocably subscribe to the jurisdiction of the courts of Illinois, which will have non-exclusive jurisdiction over any matter arising out of this Agreement.

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