Terms and Conditions for Purchase Orders
1. Inspection and Acceptance.
Purchaser shall have THIRTY (30) days after delivery of goods (or completion of services) to inspect, and, either accept or reject, the goods (or services). If Purchaser does not accept the goods (or services), written notice of rejection shall be provided to Seller within this inspection period. Goods (or services) that do not conform to the specifications, standards, or requirements set forth in this Purchase Order, or any applicable documentation, shall be deemed rejected. Rejected goods shall be returned to Seller, at Seller's expense.
2. Return Policy.
If Purchaser rejects any goods under this Purchase Order, Seller shall, at Purchaser’s option, and at Seller's expense, either:
Replace the rejected goods with goods that meet Purchaser’s specifications; or
Provide a full refund of any amounts paid for the rejected goods.
Seller shall bear all costs related to the return and replacement of rejected goods, including shipping and handling fees.
3. Change Orders.
Purchaser reserves the right to modify or amend the terms, quantities, or specifications of this Purchase Order by providing Seller with written notice of such changes. Any price adjustments or other impacts resulting from the change must be agreed upon by both parties in writing. Seller shall not unreasonably withhold consent to any change order.
4. Delivery Timelines.
Time is of the essence in the fulfillment of this Purchase Order. Seller agrees to deliver the goods (or perform the services) by the delivery date specified in this Purchase Order. If Seller anticipates a delay in delivery or performance, Seller shall notify Purchaser in writing immediately, and Purchaser reserves the right to cancel the Purchase Order or impose penalties for delayed delivery.
5. Price and Payment Terms.
The purchase price stated in this Purchase Order shall include all costs associated with the goods (or services), including, but not limited to shipping, delivery, packaging, insurance, and applicable taxes, unless otherwise explicitly agreed in writing by Purchaser. No additional fees or costs shall be charged to Purchaser without prior written agreement.
6. Payment Terms.
Seller must submit all invoices in a timely manner and ensure that they comply with the terms of this Purchase Order. Purchaser reserves the right to withhold payment for non-conforming goods (or services) until the issue is resolved to Purchaser’s satisfaction.
7. Confidentiality.
Seller agrees to treat as confidential and not to disclose or use for any purpose other than the performance of this Purchase Order any confidential or proprietary information, trade secrets, designs, or other sensitive business information disclosed by Purchaser. This obligation of confidentiality shall remain in effect for a period of THREE (3) years after the completion of this Purchase Order, or until the confidential information becomes publicly available through no fault of Seller.
8. Compliance with Laws.
Seller warrants that the goods supplied under this Purchase Order shall be manufactured, stored, and shipped in compliance with all applicable laws, regulations, and standards, including but not limited to those relating to environmental protection, labor practices, and product safety.
9. Risk Transfer & Indemnification.
Seller agrees to indemnify, defend, and hold harmless Armaly Brands, its officers, directors, employees, agents, and affiliates (collectively, "Purchaser") from and against any and all claims, liabilities, damages, losses, expenses, and costs, including but not limited to attorney’s fees, arising out of or related to:
Any defect or alleged defect in the goods (or services) provided under this Purchase Order, including claims brought by consumers or end-users of Purchaser’s products.
Any breach of Seller's representations, warranties, or covenants.
Seller’s violation of any laws or regulations, including but not limited to, those governing product safety or quality.
10. Subrogation Waiver.
Seller waives any and all rights of subrogation against Purchaser for any loss or damage to property, personal injury, or other claims arising out of, or related to, the performance of this Purchase Order.
11. Limitation of Liability.
In no event shall Purchaser be liable to Seller, or any third party, for any indirect, incidental, special, punitive, or consequential damages, including, but not limited to, lost profits, even if Purchaser has been advised of the possibility of such damages. Purchaser’s total aggregate liability to Seller under this Purchase Order shall not exceed the total amount paid by Purchaser under this Purchase Order.
12. Additional Insured.
Seller shall, at its own expense, maintain general liability insurance, including products liability, in amounts reasonably satisfactory to Purchaser. This insurance must provide coverage for all goods and services supplied under this Purchase Order. Seller shall name Armaly Sponge Company, its subsidiaries, affiliates, and assigns as additional insureds on the Commercial General Liability policy. Such coverage shall be primary and non-contributory with respect to any other insurance available to Armaly Sponge Company, its subsidiaries, affiliates, or assigns. This means any liability for the actions or inactions of the Seller, but only to the extent such liability is covered under the 'Who Is An Insured' definition for liability coverage. The additional insured should be:
Armaly Sponge Co., Its Subsidiaries, and Affiliates
PO Box 611
Walled Lake, MI 48390-0611
Seller must provide Purchaser with certificates of insurance evidencing the coverage required under this Purchase Order.
13. Choice of Law.
This Purchase Order and any related agreements shall be governed by, and construed in accordance with, the laws of the State of Michigan, without regard to its conflicts of law principles. Any disputes arising out of or relating to this Purchase Order shall be subject to the exclusive jurisdiction of the state and federal courts for Oakland County, Michigan.