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Vendor Relations
Purchase Order Terms and Conditions
1. Acceptance of Purchase Order. This purchase order constitutes OSP’s offer to Vendor and shall become a binding contract upon the terms and conditions stated in this purchase order upon acceptance by Vendor by any expression of acceptance, or commencement of performance, whichever occurs first. Any terms and conditions proposed by Vendor in acknowledging or accepting OSP’s offer which are different from or in addition to the terms set forth in the purchase order shall not be binding upon OSP and shall be void and of no effect, except to the extent expressly accepted in writing by OSP’s authorized purchasing representative(s). Vendor agrees to meet specifications stated within this Purchase Order; however, a standard industry 10% over or under will be accepted by OSP at invoicing. Invoice
to reflect over or under quantity and subsequent cost.
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All such documentation shall be deemed to be part of this purchase order.
3. Packaging and Shipping. Delivery according to schedule is a major condition of this purchase order. Deliveries shall be made as specified in this purchase order. Deliverables shall be suitably packed to secure the lowest transportation costs and in accordance with the requirements of the carriers and/or orders subject to this purchase order. Vendor shall use carrier(s) selected by OSP if OSP so requests. OSP’s purchase order numbers must be plainly marked on all packages, bills of lading and shipping orders. OSP’s count or weight shall be conclusive. Vendor shall not ship in advance of schedule or make partial shipments unless otherwise agreed by OSP. Risk of loss shall be retained by Vendor until delivery of the deliverables at the location(s) specified on this purchase order. A packing list must be enclosed in all shipments showing the purchase order number and exact quantity and description of the goods shipped.
4. Payment and Prices. Unless different payment terms are expressly stated on this purchase order, payment terms shall be thirty days (30) from OSP’s receipt of Vendor’s correctly presented invoice. A “correctly presented” invoice will contain this purchase order number, prices quoted to OSP, and sent to the billing address (es) on this purchase order.
5. Warranty. Vendor warrants that all deliverables will conform to applicable specifications, drawings, descriptions, samples and will be of new manufacture, good workmanship, and materials, and free from design defect, claim, encumbrance or lien, and be suitable for the purpose intended by OSP and its customers. Vendor warrants that it has full title, right, power and authority to enter into this purchase order and perform its obligations under the purchase order. Vendor warrants that deliverables that are services shall be performed in a professional and workmanlike manner. If the deliverables delivered under this purchase order do not meet the warranties, OSP may, at its option, return at Vendor’s expense, the defective or nonconforming deliverables for credit, refund or set-off, or require Vendor to correct or replace, at no cost to OSP, any defective or nonconforming deliverables, including, without limitation, re-perform any deliverables that are services. Return shipping to OSP of corrected or replacement deliverables shall be at the Vendor’s expense. Deliverables required to be corrected or replaced (including, without limitation, the re-performance of any services) shall be subject to this Section 5 and Section 7 Inspection in the same manner and the same extent deliverables originally delivered under this purchase order.
6. Indemnity. Vendor shall at its expense indemnify, defend and hold harmless, OSP, its directors, officers, employees, affiliates, subsidiaries, agents, customers and end users, from any and all loss, claims, and liability, including, without limitation, reasonable legal fees and costs for death, injury or disability of any person or damage to or destruction of property (including, without limitation, the loss of use of any property or the presence of hazardous substances at any property) caused by or resulting from the acts or omissions of Vendor, its agents, suppliers, or employees in connections with the performance of this purchase order.
7. Inspection. The deliverables may be inspected and/or tested by OSP at any time, place and stage of production or distribution, and if at Vendor’s premise, Vendor, without additional charge, shall provide reasonable facilities and assistance required for safe and convenient inspection and testing. The foregoing shall not relieve Vendor of its obligation to permit OSP full and adequate inspection and testing away from Vendor’s premises. OSP may base rejection of any or all deliverables on inspection by sampling or any other reason. Upon notice of rejection of defective deliverables, risk of loss of such deliverables shall be upon Vendor until redelivery, if any, to OSP or its intended end users. Rejected deliverables may be returned to Vendor or held by OSP, both at Vendor’s risk and expense, and subject to Vendor’s disposal instructions.
8. Change Orders. OSP shall have the right by written notice to change the terms of this purchase order, the drawings, specifications or descriptions, the time, method or place of delivery or the method of shipment or packaging or to suspend delivery of the deliverables. Upon receipt of such notice, Vendor shall proceed promptly to make such changes. If any such change causes a change in the cost of the deliverables or in the time required for performance, Vendor shall provide prompt notice to OSP of any such change and an equitable adjustment shall be negotiated promptly and this purchase order shall be modified in writing accordingly.
9. Delivery. Time is of the essence. Vendor agrees to comply with OSP’s shipping, delivery, and schedule without delay. Shipments must equal amounts identified in the Order and no partial shipments or partial cartons, changes or substitutions in specifications may be made without OSP’s prior consent. OSP’s acceptance of late shipments or partial shipments shall not constitute a waiver of any of OSP’s rights to collect damages for goods not delivered or for late delivery. Vendor shall report to OSP any delays in schedule immediately as they become known to Vendor. OSP reserves the right to cancel this Order if Vendor cannot comply with the schedule(s) indicated on this Order.
10. Risk of Loss. Regardless of the method of shipment used, Vendor agrees to deliver all product specified on the Order to the locations(s) specified on the Order at Vendor’s own risk. Vendor shall bear the risk of loss, destruction or damage until the items are accepted by OSP.
11. Invoices. Vendor agrees to issue invoices referencing the Purchase Order number, line number (where applicable), release number (where applicable), item number, description of items, sizes, quantities, unit prices and extended totals. If an Order contains more than one item, Vendor’s invoice will make the proper reference. Taxes, if any that are to be collected by Vendor shall be stated separately and shall be remitted by Vendor to the appropriate taxing authority. All invoices shall comply with the requirements of each relevant taxing authority and shall contain data and registration numbers that will enable OSP to obtain appropriate credit for any taxes charged. All invoices shall be mailed to the billing address on this Order.
12. Force Majeure. Neither Vendor nor OSP shall be liable for a delay in the performance of its obligations and responsibilities under this order when the delay is due to causes beyond its control, such as but limited to war, strikes, embargo, national emergency, riot, acts of public enemy, fire, flood, or other natural disaster, provided that the affected party has taken reasonable measures to notify the other, in writing, of the delay. Failure of subcontractors and inability to obtain material or labor shall not be considered as a force majeure delay.
13. Termination. At any time OSP, at its option, may terminate this order for convenience in whole or in part by written notice. A stop work order or any other form of written notice requiring vendor to immediately cease performance under this purchase order shall obligate Vendor to immediately stop work and take any actions necessary to mitigate the impact to such notice. If OSP does not give Vendor written notice to resume work within twenty (20) days after its initial stop work order, this purchase order shall then be deemed terminated. Any claim of vendor shall not exceed reasonable demonstrated costs it has incurred in performance of this purchase order prior to notice of termination and shall in no event exceed the total amount of this purchase order. Vendor shall remit to OSP any payment due to OSP for documentable and reasonable costs incurred before receipt of OSP’s notice of termination in performance of this purchase order.
14. Confidential Information. Vendor shall not disclose to any third party or use any confidential information of OSP’s concerning this purchase order or other material intended for use in connections with this purchase order or other material intended for use in connection with this purchase order without OSP’s prior written consent. For purpose of this Section 14, any personal data supplied or provided by OSP shall be deemed confidential information of OSP and Vendor shall treat it in accordance with the provisions of this section.
15. Entire Agreement. Unless another agreement expressly references and incorporates this purchase order into such agreement ( or otherwise makes this purchase order supplementary to such agreement) and such agreement provides for an order of precedence, this purchase order constitutes the entire agreement and exclusive statement of the terms between the parties with respect to this purchase and sale of the deliverables under this purchase order and terminates and supersedes all previous negotiations, communications, representations, or agreements between the parties. No alteration, modification or amendment of any of the provisions in this purchase order shall be binding unless in writing by OSP’s authorized purchasing representative(s). If any provision of this purchase order is held to be illegal, invalid or unenforceable by a court of competent jurisdiction, all other provisions shall remain in full force and effect.
16. Governing Law. This purchase order shall be governed by the laws of the State of Ohio.
17. Assignments. Vendor may not assign, subcontract, or transfer this purchase order, the work required to be done or any payments to be made hereunder without OSP’s prior written approval. No invoices may be rendered by others than the named firm shown as “Vendor” on the purchase order without OSP’s written permission. All claims for monies due or to become due from OSP shall be subject to deduction by OSP for any setoff or counterclaim arising out of this or any other orders with vendor whether such setoff or counterclaim arise before or after such approved assignment or subcontract by vendor.
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