THE BLEND SOURCE INTERNATIONAL SALES ORDER TERMS AND CONDITIONS
ACCEPTANCE – It is the intent of The Blend Source International, Inc. to acknowledge and confirm purchase orders with a sales order acknowledgment to the customer within a reasonable time period. Customer must review the order acknowledgement for accuracy, as this solidifies the details of the purchase order as a contract, and solidifies the transactional contract details. No purchase order can be cancelled upon a buyer’s confirmed receipt of an order acknowledgement. Orders can be communicated to csr1@foodsourceinc.com, and are only accepted after the buyer’s receipt of an order acknowledgement.
ASSIGNMENT & SUBCONTRACTING – Buyer shall not assign any Order or any of its rights hereunder or subcontract any portion of the work hereunder without the prior written consent of Seller.
FULFILLMENT – Seller acknowledges that communication of timing is critical, and will make best faith efforts to communicate likely timing for order fulfillment as it is known. A ship date will be determined and communicated through the Seller’s staff. By not notifying the Seller of any changes to the order acknowledgment details, Buyer is accepting this order including product listing specifications, planned quantities, and pricing. Seller reserves the right to update final shipped quantities.
PRICE AND TERMS – It is agreed that the goods or services shall be billed at the price listed on the order acknowledgement. Seller reserves the right to update the payment terms at any time. All credit terms must abide by The Blend Source International, Inc. credit policy.
INSPECTION & TESTING – Upon receipt of shipped goods, Buyer must have all goods inspected with any damage clearly noted on the shipping documents, including records with the driver. Seller shall not be liable for any claims unless full written notice containing all details thereof are received within three (3) days after delivery of goods and before they shall have been processed or otherwise changed from their original condition. It is Buyer’s full responsibility to evaluate, test, and consider all materials acceptable for their application prior to use.
NO RETURN POLICY – Return of product is not accepted unless fault lies with The Blend Source International, Inc. Any authorized return must be mutually agreed to.
THE BLEND SOURCE INTERNATIONAL PURCHASE ORDER TERMS AND CONDITIONS
ACCEPTANCE –
(i) This Order is Buyer’s offer to Seller. Any reference to any offer to sell, quotation or proposal is solely for the purpose of incorporating the description and specifications of the goods and services contained therein to the extent they do not conflict with those contained in this Order.
(ii) By acknowledging receipt of this Order (or by shipping the goods or performing the services called for by this Order) Seller agrees to the terms and conditions contained herein. It is agreed that any additional or different terms or conditions contained in any acknowledgment of this Order or other document furnished by Seller are waived by Seller and shall be deemed objected to by Buyer without need of further notice of objection and shall be of no effect nor in any circumstance binding upon Buyer unless accepted by Buyer in writing.
(iii) The face and reverse of this Purchase Order, and any documents attached hereto, referred to on the face hereof or incorporated by reference herein, including any specifications, drawings and data submitted to Seller by or on behalf of Buyer, constitute the entire agreement between the parties (collectively, the “Order”).
ASSIGNMENT & SUBCONTRACTING – Seller shall not assign this Order or any of its rights hereunder or subcontract any portion of the work hereunder without the prior written consent of Buyer, and any purported assignment or subcontracting without Buyer’s prior written consent shall be void.
TIME OF ESSENCE – Time(s) of shipment, rendering of services and quantities and qualities specified are of the essence. Seller shall promptly notify Buyer whenever it appears to Seller that it will not be able to deliver as specified. Buyer, at its option, may take steps to assist Seller in expediting delivery to the Seller of anything necessary for Seller’s timely performance of its obligations hereunder; in which case any excess costs incurred by reason of the expedited delivery shall be paid by Seller.
TERMINATION – Without prejudice to any other rights or remedies, Buyer may cancel this Order in whole or in part if the goods or services are defective or nonconforming or are not delivered or performed as scheduled or if Seller fails to comply with any of the terms and conditions hereof, which termination will be without any liability of Buyer except for payment due for goods and services delivered to and accepted by Buyer. Buyer may also cancel this Order in whole or in part at its convenience, upon written or oral notice to Seller, in which event Seller’s sole remedy shall be limited to recovery of reasonable charges reflecting the portion of the work prior to termination plus actual direct documented costs resulting from termination. Upon cancellation of this Order for any reason, Seller will stop work on the date and to the extent specified in any notice of cancellation and terminate all orders that relate to the terminated Order.
WARRANTY – Seller warrants that the goods furnished hereunder will:
(i) be free and clear of all liens, encumbrances and interests of any other person or entity;
(ii) be free from defects in workmanship and material;
(iii) be free from defects in design;
(iv) be suitable for the purposes intended;
(v) be in compliance with all requirements of this Order and all applicable drawings, specifications, samples, representations or other descriptions; and
(vi) not infringe any rights of any third parties relating to patents, trademarks, design, appearance or other intellectual property rights (except for infringement arising due to Buyer’s specifications or mailer provided by Buyer for use or inclusion with goods).
All warranties, both expressed and implied, shall inure to Buyer, its customers and end users. Seller further warrants that all services performed for or on behalf of Buyer will be performed in a competent, workmanlike manner, shall be free from faults and defects, and shall conform to all of Buyer’s instructions, specifications and directions. THE WARRANTIES CONTAINED IN THIS PARAGRAPH ARE IN ADDITION TO WARRANTIES AND REMEDIES PROVIDED BY THE UNIFORM COMMERCIAL CODE.
INDEMNITY – – Seller agrees to indemnify, defend and forever hold Buyer and Buyer’s affiliates, parents, subsidiaries, vendees, officers, directors, employees, agents, successors and assigns harmless from and against any and all losses, liabilities, claims, costs, damages, fees and expenses (including, but not limited to, penalties, fines, forfeitures, reasonable attorney’s fees, disbursements and administrative or hereunder (including actual or court costs) (“Losses”) relating to this Order (including any breach of Seller’ representations hereunder) or goods or services purchased) heerunder (including actual or alleged product or manufacturing defects or nonconformities, defects or nonconformities in services or failure to timely perform Seller’s obligations hereunder), infringement or violation of third-party rights related to the foregoing, and any other acts or omissions by Seller, its agents, employees, or subcontractors related to the foregoing (including acts or omissions resulting in any claim for injuries or damage to any person or property)
CHANGES – Buyer may at any time, by written order, make changes within the general scope of this Order in one or more of the following:
(i) drawings, designs or specifications;
(ii) method of shipment or packaging;
(iii) places of delivery;
(iv) delivery dates; and
(v) quantities.
Any claim for adjustment must be asserted in writing within twenty (20) days of receipt of notice of change. No change order shall be binding unless issued by an authorized purchasing agent of Buyer.
PRICE – If an exact price is not stated in this Order, the goods or services shall be billed at the last quoted price or the prevailing market price, whichever is lower. Seller represents that the price charged is not more than the lowest price charged to similar buyers under similar conditions.
TAXES – Seller shall pay all taxes arising out of its sale of goods or services. Buyer shall pay applicable sales or use taxes or provide an exemption certificate.
INSPECTION & TESTING – Payment shall not constitute acceptance. Buyer reserves the right to inspect, reject, return, replace or require correction of defective or nonconforming goods or services at Seller’s expense.
DELIVERY & RISK OF LOSS – Risk of loss shall remain with Seller until goods are received and accepted by Buyer. Seller shall be liable for costs resulting from late delivery.
INSURANCE – Seller shall maintain all required insurance and indemnify Buyer against claims arising from Seller’s work, products or services.
PACKAGING – All invoices and packing slips must clearly display the Purchase Order number.
GRATUITY – Seller warrants that no gratuities have been offered to Buyer’s representatives.
PROPRIETARY INFORMATION / CONFIDENTIALITY / ADVERTISING – Seller shall consider all information furnished by Buyer to be confidential and shall not disclose any such information to any other person, or use such information itself for any purpose other than performing this Order, unless Seller obtains written permission from Buyer to do so. This paragraph shall apply to drawings, specifications, or other documents prepared by Seller for Buyer in connection with this Order. Seller shall not advertise or publish the fact that Buyer has contracted to purchase goods or services from Seller nor shall any information relating to this Order be disclosed without Buyer’s prior written permission. Unless otherwise agreed in writing no information disclosed in any manner or at any time by Seller to Buyer in connection with any purchases hereunder shall be deemed secret, confidential or proprietary and Seller shall have no rights against Buyer with respect thereto except such rights as may exist under patent law. Seller acknowledges that trademarks, trade names and trade dress (“Marks”) of Buyer incorporated on or associated with goods supplied by Seller to Buyer are exclusively owned by Buyer and Seller will not acquire any rights to or make any use of such Marks except as expressly permitted herein.
RIGHT OF SETOFF – Buyer specifically reserves the right, in its sale discretion, to set off against amounts to be paid by Buyer to Seller under its contracts with Seller, any amounts which Seller may owe to Buyer, whether by way of credit, indemnification or otherwise, and whether pursuant to such contract or any other agreement between Buyer and Seller.
MISCELLANEOUS – The rights and remedies provided to Buyer shall be cumulative and in addition to any other rights and remedies provided by law or equity. A waiver of a breach of any provision hereof shall not constitute a waiver of any other breach. This Order is to be governed and construed according to the internal laws of the State of Pennsylvania.