Purchase Order Terms & Conditions
1. Price
This is a firm‑price purchase order unless otherwise stated in writing. No price increases will be accepted after order issuance without Valpaks Engineering, LLC (“Buyer”) written approval.
2. Terms of Payment
Invoices must be dated no earlier than the date of shipment or service completion. Payment terms are Net 30 days from the later of invoice receipt, required delivery date, acceptance, or resolution of any discrepancy.
3. Attachments
Documents referenced in the Purchase Order, including supplemental terms or specifications, are incorporated by reference as if set out in full.
4. Changes
Buyer may issue written change orders at any time regarding specifications, quantity, shipment method, packaging, delivery location, delivery date, or any matter affecting this Purchase Order.
5. Termination for Convenience
Buyer may terminate this Purchase Order at any time prior to shipment. Upon notice, Seller shall stop work, minimize costs, and continue only those activities required by Buyer’s written instruction.
6. Assignment
Seller may not assign, subcontract, or transfer any portion of this Purchase Order without Buyer’s prior written approval.
7. Excusable Delay
Delays caused by unforeseen events such as fires, floods, strikes, accidents, or shortages suspend the delivery obligation until resolved, subject to Buyer’s termination rights.
8. Packaging, Packing List & Delivery
Seller must properly package and secure goods for transport. Buyer’s weight and count govern if packing lists are missing. Early delivery more than two weeks before the required date requires written authorization.
9. Inspection
Buyer may inspect goods at any time. If nonconforming goods are received, Buyer may reject, return, require correction, repair internally, or procure replacements at Seller’s expense. Payment does not constitute acceptance.
10. Warranties
Seller warrants goods to be new, free from defects, merchantable, fit for intended purpose, compliant with all specifications, and free of liens. Seller warrants no infringement of intellectual property rights. All goods shall be warranted for 18 months from final acceptance by buyer.
11. Title & Risk of Loss
Title and risk of loss transfer to Buyer upon physical receipt at Buyer’s facility, unless otherwise specified in the Purchase Order.
12. Confidentiality
Seller shall keep all Buyer-provided information confidential and may only use such information for performance of this Order. All confidential materials must be returned or destroyed upon request.
13. Resolution of Conflicts
Seller is responsible for identifying and resolving conflicting documentation before performing work. Failure to do so places full responsibility for resulting errors on Seller.
14. Buyer’s Terms Govern
Acknowledgment, shipment, or commencement of work constitutes acceptance of these Terms. No modification is valid unless agreed in writing by Buyer.
15. Extra Charges
Additional charges for boxing, handling, storage, or extras must be approved in writing by Buyer.
16. Substitutions
No substitutions may be made without written approval from Buyer.
17. Work Performed on Buyer Premises
Seller shall take all necessary precautions to prevent injury or damage during on‑site work and shall indemnify Buyer from all resulting losses. Seller must maintain adequate liability and workers’ compensation insurance.
18. Indemnification
Seller shall indemnify, defend, and hold Buyer harmless from all losses, damages, costs, and liabilities arising from Seller’s breach, negligence, nonconformance, or infringement.
19. Remedies & Survival
Buyer’s remedies are cumulative. No waiver is permanent. Warranties survive inspection, acceptance, delivery, or cancellation.
20. Governing Law
This Purchase Order is governed by the laws of the State of New York. Venue for disputes is limited to New York state or federal courts.
21. Entire Agreement
These Terms, together with the Purchase Order and referenced documents, constitute the full agreement between Buyer and Seller.
22. Disputes / Attorney Fees
Pending dispute resolution, Seller shall continue performance. The prevailing party in litigation is entitled to reasonable attorney fees.
23. Anti‑Kickback Compliance
Seller shall not offer gifts or gratuities to Buyer personnel to secure business or favorable treatment.
24. New Materials Required
All goods must be new unless explicitly authorized in writing by Buyer.
25. External Provider Requirements
Seller must ensure personnel understand their contributions to quality, safety, and ethical conduct.
26. Communications
All communications must be in writing. Seller must notify Buyer within 24 hours of suspected nonconforming shipments and within 48 hours of changes to certifications or registrations.
