ASG PURCHASE ORDER TERMS AND CONDITIONS
1. Purchase Order Terms and Conditions Control. Seller shall be deemed to have accepted a Purchase Order (“the P.O.”) from Aronson Security Group, Inc. (“ASG”), and agreed to be bound by these terms and conditions in relation to such P.O. (these “Terms and Conditions”), upon Seller's shipment to ASG of any of the goods, material, hardware, equipment, supplies and other items (“Goods”). Any qualified acceptance or any proposal by Seller to add, remove, or vary any term or condition of a P.O. or these Terms and Conditions shall be deemed automatically objected to and rejected by ASG unless expressly accepted in writing. Any reference in a P.O. to any proposal, offer, bid, or quotation by Seller (“Proposal”) shall be deemed to refer only to the scope of supply, scope of work, pricing, and schedules included in the Proposal, and to exclude any terms and conditions attached or referred to in the Proposal. If ASG and Seller have a current, executed agreement in place governing the ordering of Goods from Seller by ASG, such agreement shall contains the terms and conditions for this P.O. rather than the Terms and Conditions set forth herein.
2. Warranty. Seller warrants all Goods (i) shall be merchantable in the trade as goods strictly of the kind and quality required to be furnished by Seller under the P.O.; (ii) shall be new, unused and of good quality and free from latent or patent defects in design, material, manufacture, and workmanship; (iii) shall be safe for use; (iv) shall strictly conform to all requirements of the applicable P.O.; (v) shall be fit for the particular purpose for which ASG intends to use the Goods if Seller knows or has reason to of such particular purpose; and (vi) shall operate in conformity with all specifications for performance, functionality, and quality in applicable user manuals and product documentation. Seller additionally warrants against excessive failure rates and any mandatory or voluntary recall by Seller, and shall reimburse ASG for all reasonable and documented costs arising from such failures or recalls (including but not limited to labor, service calls, shipping, replacement products, and processing). The warranty provided in this Section shall extend for a duration equal to two (2) years from delivery (the “Warranty Period”). If during the Warranty Period ASG determines that the Goods do not conform with any of Seller’s warranties, Seller shall, promptly following receipt of written notice of such nonconformity from ASG and at no cost to ASG: (a) repair the Goods so that they conform with Seller’s warranties or replace them with new, conforming, Goods.
3. Inspection. Seller shall perform all assembly, inspections and tests with respect to the Goods as required by the P.O., and ASG shall be entitled to rely upon such inspections and tests without independent verification.
4. Delivery Date, Location, and Conditions. Delivery shall be made strictly at the time specified in the P.O., and at the point of delivery specified in the P.O. or such other place as may be designated by ASG in writing. Time is of the essence, and ASG relies on Seller to provide Goods on time. Seller agrees to keep ASG fully informed regarding its delivery schedule for the Goods and shall immediately advise ASG in writing of any delay or anticipated delay. If in order to comply with required delivery date(s) it becomes necessary for Seller to ship Goods by a more expensive way than specified in the P.O., any increased transportation costs resulting therefrom shall be paid for by Seller, unless the necessity for such rerouting or expedited handling has been caused by ASG and the associated costs are approved by ASG in writing prior to being incurred by Seller. ASG shall not be obligated to accept or pay for Goods delivered after the date(s) and time(s) specified in the P.O., or in excess of the quantities stated in the P.O.
5. Title and Risk of Loss. Seller warrants that it has the right to sell the Goods and the ability to deliver good title to all Goods. Title shall pass to ASG upon the earlier of (i) ASG’s payment for the Goods, or (ii) ASG’s receipt and acceptance of the Goods. Seller shall have and retain the risk of loss with respect to the Goods (regardless of ASG’s title thereto) until the Goods have been delivered to and accepted by ASG. Seller shall promptly execute and provide ASG any documents required to transfer title to the Goods to ASG or to evidence ASG’s title thereto.
6. Payment. Seller shall submit invoices and/or payment applications at such reasonable times as to enable ASG to apply for and obtain payment from Client. ASG shall pay Seller for the Goods within sixty (60) after ASG’s receipt of an undisputed invoice from Seller. Payment shall not constitute acceptance of the Goods, nor shall tender of payment be a condition to Seller's duty to furnish the Goods required hereunder. ASG's obligation to pay Seller for the Goods is expressly conditioned upon ASG's receipt of: (i) appropriate supporting documentation as requested by ASG, (ii) all applicable waivers and releases, duly executed, and (iii) any applicable submittals, warranties, guarantees, manuals, or other deliverables. ASG reserves the right to pay Seller invoices with a credit card at no additional cost to ASG.
7. Firm Pricing. All pricing indicated in a P.O. is firm. Seller shall not bill for any Goods other than as specified in the P.O. Unless otherwise provided in the P.O., Seller shall: (a) be responsible for the prompt payment for all charges imposed or payable on Goods, including, without limitation, international, state. local taxes (including sales tax and Value Added Tax), customs, duties, and tariffs, local licensing, permitting, transportation, freight and insurance; and (b) pay and bear the risk of any increase in the cost of freight or other shipping costs, insurance or other charges imposed or payable on any of the Goods.
8. Intellectual Property. Seller shall defend, hold harmless, and indemnify ASG and its respective directors, officers, agents, employees, parents, subsidiaries, successors, and assigns from and against any and all damages arising out of or relating to any actual or alleged infringements of any patent, trademark, copyright or other intellectual property or proprietary right by Seller or the Goods furnished by Seller.
9. Encumbrances. Seller agrees to deliver all Goods free and clear of all encumbrances. If any such encumbrance is filed or advanced by Seller or any other person, and if Seller does not cause the same to be released and discharged upon demand, or file a bond in lieu thereof, ASG shall have the right to pay all sums necessary to obtain full release and discharge. ASG may deduct these sums from Seller’s account or otherwise recover them from Seller, along with all damages incurred by ASG in connection therewith.
10. Changes. ASG shall have the right at any time in its discretion, without invalidating or breaching the P.O. to direct Seller by written notice to add to, reduce, suspend or otherwise make changes in the quantities, specifications, materials, packaging, time and place of delivery and method of transportation of the Goods.
11. Partial Shipments Prohibited/Material Shortages. Shipments of Goods must equal the amounts ordered by ASG unless otherwise agreed in writing by ASG. Partial shipments against a P.O. are not authorized except as may be specifically stated or indicated therein or unless authorization is obtained from ASG in writing. In the event of material shortages that disrupt Seller’s manufacture or supply of Goods, Seller shall meet its obligations to ASG prior to meeting its obligations under its other purchase orders or agreements.
12. Security Interest/Security Agreement. Seller hereby grants to ASG a security interest in the Goods as security for the performance of Seller's obligations under the P.O. The parties agree an accepted P.O. and these Terms and Conditions shall operate as a Security Agreement.
13. Cancellation/Termination for Convenience. ASG shall have the right to cancel or terminate any P.O. in whole or in part, for ASG’s convenience upon written notice to Seller. In connection with any such termination, ASG will pay Seller as Seller’s exclusive remedy a termination payment consisting of (a) any amounts due for Goods delivered under the P.O. and not paid as of the date of the termination and (b) Seller’s reasonable and necessary direct costs resulting from the termination which are substantiated by evidence satisfactory to ASG. In no event shall Seller be entitled to recover any profit or overhead on any terminated Goods, or any other incidental or consequential damages. ASG shall be entitled to immediate possession of any Goods (or parts thereof) that it pays for. As a condition precedent to receiving a termination payment, Seller shall execute and deliver all such papers and take such steps required for the parties to close out the P.O. and for ASG to take possession of any Goods (or parts thereof).
14. Termination for Default. Seller shall immediately be in default under this P.O. if Seller fails to comply with an accepted P.O. or any of these Terms and Conditions, and fails to fully cure within forty-eight (48) hours after receipt of written notice from ASG specifying such failure. In the event of Seller’s default, ASG may, at its option and not in limitation of any other right or remedy, treat all or any part of the P.O. as terminated and procure substitute Goods from alternative sources by the most expeditious means available. Seller shall not be entitled to any compensation in the event of termination for Seller’s default, except for the value of the Goods accepted by ASG less the damages incurred or suffered by ASG in connection with Seller’s default. In the event a termination by ASG due to Seller’s default is determined to have been wrongful, the termination shall be considered to have been for ASG’s convenience and Seller’s sole remedy shall be as provided in the preceding Section.
15. Resolution of Claims and Disputes. At the sole option of ASG, any controversy, claim or dispute arising out of or relating to this P.O., or the breach thereof, shall be settled by arbitration in King County, Washington, in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
16. Mutual Waiver of Consequential Damages. ASG and Seller mutually waive any other consequential, special, incidental, indirect, exemplary, multiple, or punitive damages, or other damages for loss of use, loss of revenue, and/or loss of profit, actual or anticipated or otherwise, and hereby release each other from such liability whether based on delay, contract, tort, negligence, warranty, indemnity, strict liability, error, or omission or otherwise.
17. Waiver. Any failure by ASG at any time, or from time to time, to enforce or require the strict compliance with and performance by Seller of any of its obligations under the P.O. shall not constitute a waiver by ASG of a breach of any such terms or conditions or any other breaches, or the right of ASG to avail itself of the remedies it may have for any such breach, and no waiver shall in any event be effective unless in writing and signed by ASG.
18. Modification or Amendment. These Terms and Conditions and any P.O. may not be amended, added to, modified, supplemented, superseded or otherwise altered except by a written instrument signed by ASG.
19. Compliance with Applicable Law. Seller and all Goods provided under the P.O., shall strictly comply with all applicable laws (decrees, injunctions, writs and orders of any court or governmental agency or authority, and rules, regulations, codes, orders, interpretations of any federal, state, county, municipal, regional, environmental or other governmental body, instrumentality, agency, authority, or court having jurisdiction). Seller shall indemnify, defend, and hold harmless ASG against and from any and all damages resulting from or arising out of or in connection with any actual or alleged violation of any applicable law by Seller in connection with the Goods.
20. Governing Law. The P.O. and these Terms and Conditions shall be governed by and construed in accordance with the laws of the state of Washington. If Seller is a citizen of a country other than the United States of America, the parties agree to and do hereby exclude application of the United Nations Convention on Contracts for the International Sale of Goods to the P.O. and these Terms and Conditions.
21. Currency. All pricing, Purchase Orders, payments, credits, and any other transfer of money shall be in United States Dollars.
22. Survival. The provisions of these Terms and Conditions addressing warranties, remedies, indemnity, encumbrances, liens and claims, termination, claims, disputes and consequential damages shall continue in full force and effect after Seller’s delivery of the Goods or termination of the P.O.
23. Entire Agreement. This P.O. constitutes the entire agreement between ASG and Seller with respect to the Goods, and supercedes all prior written or oral contracts, agreements, representations and/or understandings of any kind or nature that ASG and Seller may have entered into or had prior to the date hereof. No oral agreements, representations, course of conduct or dealings between the parties or usage of trade shall be relevant to supplement, explain, contradict or vary in any way, any provision contained herein. Seller agrees that all offers, quotations, proposals, bids, and discussions are superseded by these Terms and Conditions and any accepted P.O.
24. Interpretation/Severability. Wherever possible, a P.O. and these Terms and Conditions shall be interpreted in a manner to be effective and valid, but if any provision shall be prohibited or invalid, said provision shall be ineffective only to the extent of the applicable prohibition or invalidity, without invalidating the remainder of such provision or any other provisions of the P.O. or these Terms and Conditions. The parties agree that there shall be no application of any rule or presumption calling for construction or interpretation of a P.O. or these Terms and Conditions against the drafting party.
ASG Purchase Order Terms and Conditions Rev. 5/3/2016