Purchasing Terms and Conditions
August 1, 2016
The term “Purchaser” means San Antonio Lighthouse for the Blind and Vision Impaired. The term “Seller” means the entity to which the purchase order is issued.
A valid purchase order, including an order number, is the only form of payment obligation that will be recognized by Purchaser as authority to bill merchandise or services to its account. Verbal orders are not considered valid orders. Payment terms, unless mutually otherwise agreed, are Net 30 days from receipt of invoice. Seller may not assign this order without Purchaser’s prior consent.
Seller will be deemed to have accepted this order when Seller acknowledges purchase order or initiates performance.
Upon acceptance of the order, Seller agrees that all specifications, material standards and process standards are known and understood as they are related to the item(s) or service(s) to be provided; and that such items(s) or service(s) will be furnished to satisfy the requirements of such specifications and standards.
Seller will flow-down all requirements defined on Purchaser’s order to any sub-tier supplier used.
Order of Precedence:
In the event of a conflict between the provisions of the Purchase Order and the documents cited on the purchase order, the conflict will be resolved via the following order of precedence:
- Provisions identified on the PO including mandatory flow-downs in Prime Contract
- Contract between Purchaser and Seller (if applicable)
- Terms and Conditions
- Statement of Work, Product Descriptions
- Other documents, exhibits and attachments directed on the order
Supplier Quality Requirements
- Seller shall maintain or have a Quality Management System meeting the requirements of an established, recognized Quality Standard
- Seller shall maintain records that are legible, readily identifiable and retrievable that provide evidence of conformity to PO requirements
- Government Source Inspection – prior to shipment from Seller’s facility and if so stated on the PO, the GSI must be completed and the approval records delivered to Purchaser prior to shipping of materials
Certificate of Conformance:
A Certificate of Conformance signed by a quality assurance representative of the Seller’s organization must accompany each lot of material and/or parts submitted to Purchaser. The certificate will indicate the parts or materials supplied against the PO meet all requirements.
All goods are subject to Purchaser’s inspection within a reasonable time after arrival. If upon inspection any merchandise is found to be unsatisfactory, defective or inferior in quality or workmanship or fails to meet the requirements of the order, Purchaser may return such merchandise to Seller at Seller’s expense. Purchaser reserves the right to assess appropriate handling charges to any Seller that ships defective or non-conforming products.
Country of Origin Certification – Berry Amendment Compliance
The Seller and all of their sub-tier suppliers shall ensure the certification of the qualified Country of Origin for all materials used to produce or supply product under the applicable purchase order.
Product Verification Records:
The Seller shall maintain records of all inspections and tests performed on representative lots/material and delivered to the Purchaser as well as records of all incoming materials acceptance documentation. Purchaser reserves the right to request or review any inspection or test records used to form the basis of acceptance. All inspections records and/or certifications must be retained for a period of seven (7) years beyond the product life-cycle. If requested, Seller agrees to provide copies of requested records within three (3) business days.
Seller shall be responsible for any and all losses or damage to the goods until delivered to Purchaser at the F.O.B. point specified on the purchase order.
Patents, Trademarks and Copyrights:
Seller agrees to protect, defend, hold harmless and indemnify Purchaser and its respective officers, agents, employees and customers from and against any and all claims, actions, liabilities, losses and costs arising out of any actual or alleged infringement of any patent, trademark or copyright by any goods sold to Purchaser.
Purchaser shall not be liable for failure to take delivery of the goods if such failure is caused by labor disputes, strikes, war, riots, civil commotion, fire flood, earthquake, storm, embargo, other Acts of God or any other cause beyond Purchaser’s control. In such event, Purchaser shall have the option of canceling undelivered orders in whole or in part.
All Intellectual Property, including specifications, drawings, inventions, engineering notices, technical data and/or equipment supplied by Purchaser shall remain its property and shall be held in confidence by the Seller.
Such information shall not be reproduced, used or disclosed to others by the Seller without Purchaser’s written consent and shall be returned to Purchaser upon demand.
Excess transportation charges are the responsibility of the Seller, provided the Seller is found to be the cause of those charges. Excess transportation costs due to late deliveries, in which proper lead times were allowed, will be at the Seller’s expense.
Compliance With Laws:
In the performance of this order, Seller will fully comply with all applicable Federal, State and local laws and regulations, including, but not limited to the Fair Labor Standards Act of 1938 as amended and will hold the Purchaser and its officers, employees, agents, customers and users of its products harmless from and against any and all losses, expenses, damages, claims, suit and liabilities (including incidental and consequential damages, court costs and attorneys fees) arising out of or resulting from Seller’s failure to comply.
Seller further agrees to notify Purchaser if any goods do not satisfy current governmental and safety constraints on restricted, toxic and/or hazardous materials; as well as environmental, electrical and electromagnetic considerations applicable to the order. It is the Seller’s responsibility to assess which constraints apply.
Purchaser may at its option cancel any unshipped merchandise, if the order covers standard stock merchandise. Purchasers only obligation shall be to pay for merchandise shipped prior to the cancellation.