These Standard Purchase Order Terms and Conditions (“Terms”) apply to transactions where no written agreement, duly executed by both parties, exists. If such a written agreement exists, the terms within that agreement shall govern the transaction and relationship between the parties.
In the absence of such a written agreement, these Terms provide the guidelines and legal stipulations for the purchase order (“Order”) issued by Valley Services Electronics (“Purchaser”) to the supplier (“Seller”) for goods and/or services described on the face of the Order, including regulated products and compliance with applicable quality management standards.
1. Acceptance and Terms and Conditions
Seller accepts this Order and any amendments by providing written acknowledgment or by full or partial performance. By acceptance, Seller agrees to be bound by these Terms and all referenced specifications and documents.
The Order is not an acceptance of any quotation or proposal. Any additional or conflicting terms proposed by Seller are rejected unless expressly agreed to in writing by authorized representatives of both parties.
2. Default
Time is of the essence. Purchaser may terminate all or part of the Order if Seller fails to perform and does not cure within ten (10) days of written notice. Purchaser may procure substitute goods or services, and Seller shall be liable for any excess costs.
Seller shall promptly notify Purchaser of any anticipated delay. Purchaser may require expedited shipping at Seller’s expense.
3. Price
Seller shall not charge prices higher than those stated in the Order. If no price is stated, the lower of the last quoted or prevailing market price shall apply.
No additional charges are permitted without Purchaser’s written consent. Seller shall bear all applicable taxes unless otherwise stated. Any price reductions during the term of the Order shall apply to future shipments. Purchaser may offset any amounts owed.
4. Invoices, Payment, and Taxes
Invoices must reference a single Order and include item numbers, descriptions, quantities, unit prices, and totals.
Payment shall be made in accordance with agreed terms. Discount periods begin on the later of delivery or receipt of a correct invoice. Purchaser may deduct any setoff or counterclaim.
Purchaser is tax-exempt and will provide exemption certificates upon request.
5. Compliance with Quality Standards
Seller shall comply with quality standards specified in the Order, including ISO 9001, ISO 9100, and ISO 13485 where applicable. Certification is not required unless specified, but compliance with underlying principles is mandatory.
Purchaser may audit Seller’s systems with reasonable notice unless immediate access is required for regulatory or critical issues.
6. Inspection and Acceptance
Purchaser may inspect goods and services at any stage. Payment does not constitute acceptance. Non-conforming or excess goods may be rejected or returned at Seller’s expense.
Seller shall maintain inspection systems aligned with applicable ISO standards and retain records for seven (7) years.
7. Supplier Audits and Monitoring
Purchaser may audit Seller’s facilities, systems, and records to verify compliance with standards and regulations. Seller shall provide full cooperation and access.
8. Indemnification
Seller shall indemnify and hold Purchaser harmless from any claims, damages, or losses arising from Seller’s failure to comply with the Order or applicable laws or standards.
9. Confidentiality and Proprietary Information
Seller shall protect Purchaser’s confidential information and use it solely to fulfill the Order. Seller shall not disclose such information without written consent and shall return or destroy it upon completion or termination.
These obligations survive termination and do not apply to information already known, publicly available, independently developed, or disclosed by legal requirement with notice.
10. Termination
(a) For Convenience
Purchaser may terminate at any time with written notice. Seller shall cease work and may receive agreed termination charges for authorized work performed.
(b) For Default
Purchaser may terminate if Seller fails to perform and does not cure within ten (10) days.
(c) Automatic Termination
The Order terminates upon Seller insolvency or bankruptcy.
11. Force Majeure
Neither party shall be liable for failure to perform due to events beyond reasonable control, provided prompt notice is given.
12. Packaging and Shipping
Seller shall package goods per Purchaser instructions or otherwise to prevent damage. Seller shall follow designated routing or ship by the most economical method. Packaging must comply with applicable regulatory and ISO requirements.
13. Warranties
Seller warrants that goods and services are free from defects, conform to specifications and laws, are fit for intended use, and free of liens.
Warranties remain in effect for twelve (12) months after delivery and acceptance. Purchaser may require repair, replacement, or refund. These warranties survive inspection, acceptance, and payment.
14. Limitation of Liability
Purchaser’s liability shall not exceed the amount paid under the Order. Purchaser shall not be liable for indirect, incidental, or consequential damages to the maximum extent permitted by law.
15. Purchaser’s Property
All property furnished by Purchaser remains Purchaser’s property and shall be used solely for fulfilling the Order. Seller shall safeguard and return such property in good condition.
16. Changes
(a) Purchaser-Directed Changes
Purchaser may modify the Order in writing. If such changes affect cost or schedule, Seller shall notify Purchaser within five (5) days. Any adjustment shall be subject to written agreement by authorized representatives of both parties.
(b) Supplier-Initiated Changes
Seller shall notify Purchaser in writing and obtain prior approval before implementing any change that may affect form, fit, function, reliability, safety, regulatory compliance, quality, or delivery schedule.
Seller shall ensure applicable change notification requirements are flowed down to sub-tier suppliers.
17. Compliance with Laws
Seller shall comply with all applicable laws and obtain necessary licenses and permits.
18. Work on Purchaser’s Premises
Seller shall comply with Purchaser’s safety rules and prevent injury or damage.
19. Insurance
Seller shall maintain adequate liability and workers’ compensation insurance and provide proof upon request.
20. Government Contracts
If the Order relates to a government contract, Seller shall comply with all applicable provisions and regulations.
21. Miscellaneous
Seller may not assign the Order without Purchaser’s written consent. Early shipments may be rejected unless approved. Seller is responsible for inventory management.
Purchaser’s remedies are cumulative. Seller shall not use Purchaser’s name publicly without consent. Notices must be in writing. Invalid provisions do not affect the remainder.
These Terms and the Order constitute the entire agreement and may be modified only in writing signed by both parties.
22. Governing Law and Dispute Resolution
This Order shall be governed by the laws of Nevada. Any dispute shall be subject to the exclusive jurisdiction of the state or federal courts located in Nevada.