TERMS APPLICABLE TO
1.
All orders for the
purchase of goods and services, whether in writing or oral (“Orders” or
“Purchase Orders”) issued by Colonial Electric Supply Company (“Colonial”) are made
subject to the following terms and conditions (“Terms”). Colonial objects to any term proposed by a seller
of goods or services (“Seller”) that is inconsistent with these Terms. None of these Terms may be added to,
modified, superseded or otherwise altered except by a written instrument signed
by an officer of Colonial, notwithstanding any terms or conditions that may be
contained in any acknowledgment, invoice or other form of Seller and notwithstanding
Colonial’s act of accepting or paying for any shipment or similar act of
Colonial. IF SELLER ACCEPTS AN ORDER FOR GOODS OR SERVICES FROM COLONIAL, THEN
THE TERMS OF COLONIAL’S PURCHASE ORDER TOGETHER WITH THESE TERMS
2.
Orders for the
purchase of goods or services by Colonial, whether oral or in writing, can only
be accepted by Seller subject to these terms, by either sending to Colonial a
purchase order acknowledgement that does not contain any terms inconsistent
with these terms or the terms contained in Colonial’s Purchase Order, or by
delivering to Colonial any of the goods ordered, or by performing any of the services
contemplated by the terms of Colonial’s Order. None of a Seller’s duties or
obligations may be delegated without the express written approval of Colonial.
3.
All Purchase
Orders from Colonial will be deemed accepted by Seller unless Seller notifies
Colonial in writing of objections within forty-eight (48) hours of receipt of
Colonial’s Purchase Order. Vendors are responsible for the actions of their
sales representatives in this regard, and sales representatives will be
responsible for all loss that results from their failure to respond timely to
Purchase Orders that they receive from Colonial including, without limitation,
loss of profits and other economic loss. Upon acceptance of an order from
Colonial, Seller agrees that it will not entertain any order for substantially
the same goods for a project that is identified on or with Colonial’s Purchase
Order and, if it does, Seller agrees that it will reimburse Colonial for all
lost profits that results from Colonial’s loss of business related to the
Purchase Order, whether based on the goods reflected in the Purchase Order or
otherwise related to the project in question.
4.
Invoices must be
rendered in duplicate not before shipment and not later than the day following
shipment. All billing shall be made in
accordance with the terms shown in Colonial’s Purchase Order. All invoices must
reference Colonial’s Purchase Order number.
A vendor packing list must accompany each shipment and a bill of lading
or other verification of receipt of material must be sent prior to or with each
invoice. If a price is not stated in
Colonial’s Order, it is agreed that the goods or services shall be billed at
the price last quoted. This Order may not be filled at a higher price than identified
in Colonial’s Purchase Order without written authorization from Colonial. All sales
are for resale and are exempt from all use, excise and sales taxes, except as
expressly indicated otherwise on a Purchase Order. Colonial reserves the right
to withhold payment to such extent as may be necessary to secure Colonial from
loss based on a reasonable belief that the goods or services will not fulfill
contractual requirements, or that liens or encumbrances will be filed by
persons claiming by or through Seller.
5.
All items are to
be suitably boxed, wrapped or crated so as to protect against the hazards of
shipment and exposure. No additional
charges of any kind, including charges for boxing, packing, cartage or other
extras will be allowed unless specifically agreed to in writing in advance by
Colonial. All packages shall be labeled
to indicate Colonial’s Purchase Order number and shall contain such other
labeling so as to identify the contents as required by the terms of Colonial’s
Purchase Order. In the absence of a
packing slip that specifically identifies and itemizes the contents, Colonial’s
count shall be conclusive. Any provision
in a Purchase Order for delivery of goods or the rendering of services in
installments shall not be construed as making the obligations of Seller
severable. No shipments will be accepted
COD without prior approval. No customer of Colonial has authority to release
materials in behalf of Colonial.
6.
All material
shipped from seller shall be F.O.B. Destination. Any time for delivery stated in Colonial’s
Purchase Order is of the essence
and, if the delivery of goods or rendering of services is not completed by the
time stated, Colonial reserves the right, without liability, in addition to all
other rights and remedies, to terminate any outstanding Order by notice
effective immediately upon receipt by Seller, as to items not yet shipped or
services not yet rendered; to reject any goods in transit as of the date of
notice, and to purchase substitute items or services elsewhere and charge the
Seller with any loss incurred. Deliveries may be required to be scheduled in
advance; delivery truck may be turned away if not in compliance with the
delivery schedule. Seller is responsible to check with Colonial prior to
shipment concerning delivery schedule. Colonial reserves the right to charge
the seller for late deliveries unless otherwise agreed in writing.
7.
It is understood
that cash discount periods will date from the receipt of the goods or services or
from the date of the invoice, whichever is later. If no cash discount is offered, payment will
not be due in less than 45 days. Invoices received after the 25th of
the month will be processed the month following receipt of material. Seller
agrees that no security interest in goods is retained following Colonial’s
acceptance of the goods. Seller agrees to price protection and to issue
inventory devaluation credits when published prices decrease.
8.
Colonial reserves
the right at any time, to make changes in any one or more of the following:
a.
Specifications,
drawings and data incorporated by reference in a Purchase Order where the items
to be furnished are to specially manufactured for Colonial;
b.
Methods of
shipment or packing;
c.
Place of delivery
and;
d.
Time for
delivery.
If any change causes an increase or decrease in the
cost of or time required for performance, an equitable adjustment shall be made
in the contract price or delivery schedule, or both, except that price
increases shall only apply when a change is made to the actual product type and
the change is substantial. Any claim by
Seller for adjustment under this clause shall be deemed waived unless asserted
in writing within ten (10) days from receipt by Seller of Colonial’s requested
change or prior to shipment, whichever is earlier. Price increases or extensions of time for
delivery shall not be binding on Colonial unless agreed to in writing by an
authorized officer of Colonial.
9.
Seller represents
and warrants that all goods sold to Colonial were not manufactured and are not
being sold or priced in violation of any applicable federal, state or local
law. Seller agrees that goods shipped to
Colonial will be produced in compliance with the Fair Labor Standards Act. Seller warrants that goods sold to Colonial
do not infringe any letters patent granted by the United States and covenants
and agrees to indemnify, defend and save harmless Colonial, its successors and
assigns, customers and users of its products, against any claims or demands
based upon any such infringement and, after notice, to appear and defend at its
own cost and expense any suits at law or in equity arising therefrom.
10.
Colonial reserves
the right to cancel all or any part of the undelivered or unperformed portion
for its own convenience, for any reason, by giving notice of termination, which
shall be effective immediately upon receipt thereof by Seller. A notice of termination for default, if
wrongfully made, shall be treated as a notice of termination for
convenience. In the event of termination
for convenience Seller shall not be entitled to payment for any goods that have
not yet been released by Colonial for manufacture or on which manufacture has
not actually commenced or for any services that have yet to be rendered. Goods delivered or in transit shall be paid
for at their unit value or, if no unit value is stated, by determining their pro-rata
value in proportion to the total of the effected Purchase Order. Colonial reserves the right to cancel all or
any part of the undelivered portion of an Order if Seller does not make
deliveries or performance as specified, time being of the essence, or if Seller
breaches any of the terms hereof, including, without limitation, any warranties
of Seller.
11.
Seller expressly
warrants that all goods sold and all services rendered by Seller will be in
exact accordance with all descriptions or specifications furnished by Colonial
and equal in every respect to samples submitted and approved and that they will
be free from defects in material and/or workmanship, and merchantable. This warranty shall survive delivery, and
shall not be deemed waived either by reason of Colonial’s acceptance of the
goods or services or by payment for them.
Any deviations from the terms of Colonial’s Order or specifications or
descriptions contained therein, must be approved in writing by an authorized officer
of Colonial.
12.
All material
purchased by Colonial shall be returnable without penalty or charge. All goods and
services will be received by Colonial subject to its right of inspection and
rejection. Defective goods, goods
delivered late and goods not in accordance with Colonial’s specifications may
be held for Seller’s instruction at Seller’s risk and expense and if Seller so
directs, will be returned at Seller’s expense and risk, without charge or
penalty to Colonial. If inspection
discloses that any part of the goods received are not in accordance with
Colonial’s specifications, Colonial shall have the right to cancel any
unshipped portion of the Order. Payment
for goods or services prior to inspection shall not constitute acceptance
thereof and is without prejudice to any and all claims that Colonial may have
against Seller. Seller agrees to
indemnify, defend and hold Colonial harmless from and against any all claims,
losses, actions, demands, damages, liabilities or expenses, (including costs,
witness fees expenses and attorneys’ fees) arising from or relating to any
alleged defects, of whatever nature, in the goods or services supplied by
Seller. Specially made items shall be returnable, without charge or penalty,
unless agreed in writing prior to acceptance of an Order. Stocking vendors will initiate and maintain a
stock rotation return without charge on a quarterly basis for items or
inventory levels that are not selling or deemed as excessive by Colonial
13.
This Agreement
shall be governed by, construed and enforced in accordance with the laws of the
Commonwealth of Pennsylvania. Any dispute between the parties hereto relating
to the execution, performance, validity, interpretation or construction of this
Agreement that cannot be resolved amicably between the parties hereto shall be
submitted to the exclusive jurisdiction of the courts of the Commonwealth of
Pennsylvania. The parties hereto consent to the exclusive jurisdiction of the
Court of Common Pleas of Montgomery County, Pennsylvania or the United States
District Court for the Eastern District of Pennsylvania in any and all actions
or proceedings arising under this Application. THE PARTIES WAIVE THE RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT
MATTER OF THIS CONTRACT, REGARDLESS OF WHETHER THE CLAIM IS BASED ON CONTRACT
OR TORT. THIS WAIVER IS KNOWINGLY,
INTENTIONALLY,
14.
All Sellers and
their sales representatives are subject to Colonial’s Vendor Representative
Ethics Policy which can be found at www.colonialelectric.com/vendorethicspolicy/. Any violation of any of the terms of that
policy by a Seller or any of its representatives shall constitute grounds for
termination of any outstanding orders by Colonial without penalty.
For a Complete List of
Locations
Please Visit
www.colonialelectric.com
www.BrightLightDesignCenter.com www.AnnapolisLighting.com
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Order Terms 20100330.doc