Purchase Order (PO) Terms And Conditions

THESE TERMS AND CONDITIONS APPLY TO THE PURCHASING DOCUMENT ISSUED BY AHF, LLC DBA AHF PRODUCTS.

1. No modification of the conditions hereof shall be effective unless made in writing and signed by both parties. Acknowledgment by the Seller on standard forms or in any other fashion which contains terms and conditions differing from those set forth herein, shall not indicate any intention or agreement by the Purchaser to vary, add to, or detract from the terms and conditions herein. No increase in the purchase price shall be effective unless authorized in supplemental purchase order issued by Purchaser’s purchasing agent.

2. Purchaser shall have the right to delay payment to Seller, without loss of discount, if any, and without breach of any other payment term herein, for the same number of days as delivery by Seller fails to conform to the terms herein; this clause shall not constitute any waiver of Purchasers rights or remedies against the Seller for late delivery.

3. Any cause beyond the control of the parties, including but not limited to sabotage, fire, flood, strikes, riot, insurrection, war, act of any governmental authority, priorities granted at the request or for the benefit directly or indirectly of any government or agency thereof, or act of God, which results in failure of either party to perform in accordance with the terms hereof, shall not give rise to any liability for damages on account of such delay or nonperformance, but shall entitle either party to cancel the purchase order on notice in writing to the other party.

4. Seller warrants and agrees that all merchandise and equipment (unless designed by Purchaser) furnished hereunder, and the normal use thereof are and shall be free and clear of infringement of any patent, trademark, copyright, or any other intellectual property right.  Seller will, at its own expense and if notified by Purchaser, (1) defend or compromise any and all claims, actions or suits charging such infringement, (2) save Purchaser harmless in case of any such infringement, and (3) indemnify Purchaser against all causes of action, damages or losses caused in whole or in part by Seller’s infringement. Seller warrants that the materials and equipment furnished hereunder shall give proper performance and continuous service under all the conditions of service required and specified; and that the items purchased hereunder shall be free from defects in material and workmanship and design (unless designed by Purchaser) and shall be fit for the purposes intended. Seller expressly warrants that all goods and work covered by this order shall conform to the specifications, drawings, samples or other description furnished Purchaser; shall be free from defects in materials, workmanship and design (unless designed by Purchaser); shall be fit for the purposes intended; and shall conform with applicable governmental standards, rules and regulations, if any. Seller will, without expense to Purchaser, repair or replace, at Purchaser’s option, any nonconforming or defective goods and reimburse Purchaser for all reasonable costs incurred by Purchaser as the direct result of such nonconforming or defective goods. Seller specifically agrees to indemnify, defend, and save Purchaser harmless from and against all demands, claims, suits, and expenses for personal injury, property damage, or otherwise arising out of an alleged defect in the goods or services.

5. Upon written request of Purchaser, Seller agrees to provide the services of a qualified Engineer to aid the contractor in the installation required. The cost of such services shall be reasonable and on an itemized per diem basis, and shall be listed separately from the equipment furnished. If equipment Installation or operational difficulties arise due to defect in the Seller’s design or the materials or workmanship of the equipment, Seller shall provide such services at no cost to Purchaser.

6. If Seller is required to have access to Purchaser’s premises then, by acceptance of this order, it is agreed that Seller shall be solely and independently responsible for the direction, supervision and control of its employees and for any other persons or firms Seller engages to assist in performance. Seller shall maintain adequate safeguards and use reasonable care to protect Purchaser’s employees and property, and the person and property of others on or near the premises. Seller further agrees that it carries and will continue to carry the following insurance with limits adequate to insure against all reasonably foreseeable injury or damage to the persons and property hereinabove set forth for which Seller might be held fully or partially liable: workers’ compensation insurance, public liability insurance and in the event Seller employs a subcontractor, protective liability insurance.

7. In the event that property of Purchaser comes into Seller possession, it is understood and agreed that Seller assumes full responsibility for such property while it is in Seller’s possession. Seller further agrees that said property of Purchaser shall be insured by fire and extended coverage policy of a reputable insurance company, and shall, upon request, submit proof of such insurance.

8. Seller shall use every reasonable effort to maintain as confidential any and all information received by Seller in the course of performance of this Agreement, relating to designs, property, equipment, processes or materials owned or used by Purchaser; and Seller shall not reveal any of such information, except to persons having need therefor in the performance of this Agreement, and shall not use Purchasers name in advertising or publicity of any kind without Purchaser’s prior written consent.

9. Equal Opportunity in Employment applicable to all nonexempt purchase orders exceeding $10,000: The Equal Employment Opportunity Clause, Section 202, Paragraphs 1 through 7 of Executive Order 11246, as amended, is incorporated herein by reference. Applicable to all nonexempt purchase orders exceeding $2.500: The Affirmative Action Clause regarding handicapped workers, 41 CFR 60-741 .4, and the Disabled and Vietnam Era Veterans Affirmative Act Clause of 41 CFR 60-250.4, are incorporated herein by reference. For failure to comply, Purchaser reserves the right to cancel, in whole or in part, the commitment for materials or services described in this purchased order. By acceptance of this purchase order, Seller certifies that it does not maintain or provide for employees any facilities that are segregated on the basis of race, color, religion or national origin n violation of the Equal Employment Opportunity Provisions of Executive Order 11246, as amended. Seller must comply with the Fair Labor Standards Act of 1938, as amended, and orders and regulations promulgated thereunder; and Seller agrees that the furnishing of goods or services, and invoicing, shall be a certification of such compliance with respect to goods and services covered by Seller’s invoices.

10. Seller represents and warrants that all raw materials used in the Products sold to Purchaser have been acquired in full compliance with all applicable laws and regulations, including without limitation the applicable laws and regulations of the country of harvest thereof, the country of manufacture, the country of destination and any country of transit. Without limiting the application of the previous sentence, Seller acknowledges and agrees that it will comply with the Lacey Act, as well as all future regulations related to it, by providing the scientific name of any plant (including the genus and species of the plant) from which the Products have derived, a description of the value of the shipment of Products and the quantity, including the unit of measure, and the name of the country from which the Products were taken. In addition, Seller represents that all Products comply with the California Air Resource Board (“CARB“) Airborne Toxic Control Measure to Reduce Formaldehyde Emissions from Composite Wood Products, Title 17, California Code of Regulations, § 93120 (“CARB ATCM“), as well as the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et. seq. (“TSCA“). Seller must provide written documentation of Seller’s compliance with the CARB ATCM which shall include a copy of the current verification from a CARB-approved third party certifier indicating that the Products comply with the CARB ATCM. The duty to provide written documentation of Seller’s compliance with the CARB ATCM is a continuing duty and Seller must provide AHF with a copy of the third party certification each time the CARB-approved third party certifier verifies compliance.

11. Seller’s production and supply of the materials, Products or equipment designated in this Purchase Order shall be deemed Seller’s agreement to all terms and conditions set forth herein.