PURCHASE ORDER TERMS AND CONDITIONS
THIS AGREEMENT is made on [Date], BETWEEN:
Buyer: [Buyer Name], with a principal place of business at [Buyer Address]
AND
Seller: [Seller Name], with a principal place of business at [Seller Address]
WHEREAS
- The Buyer desires to purchase certain goods and/or services from the Seller;
- The Seller agrees to supply such goods and/or services to the Buyer in accordance with the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:
1. DEFINITIONS
1.1 “Purchase Order” means the document issued by Buyer to Seller specifying the goods and/or services to be supplied, including quantity, price, delivery instructions, and other relevant terms.
1.2 “Goods” means the products, materials, or items described in the Purchase Order.
1.3 “Services” means the services described in the Purchase Order.
2. ACCEPTANCE OF TERMS
2.1 These Terms and Conditions govern all Purchase Orders issued by Buyer to Seller.
2.2 Seller’s acceptance of the Purchase Order, or commencement of performance, constitutes acceptance of these Terms and Conditions.
3. PRICE AND PAYMENT
3.1 The price for Goods and/or Services shall be as stated in the Purchase Order.
3.2 Unless otherwise agreed in writing, payment terms shall be [Payment Terms, e.g., “net 30 days from date of invoice”].
3.3 Buyer shall not be liable for any taxes, duties, or charges except as expressly stated in the Purchase Order.
4. DELIVERY
4.1 Delivery of the Goods and/or performance of Services shall be made in accordance with the schedule and to the location specified in the Purchase Order.
4.2 Time is of the essence. If Seller fails to deliver on time, Buyer may, at its option, cancel the Purchase Order or any part thereof without liability.
4.3 Title and risk of loss shall pass to Buyer upon [Delivery/Acceptance/Other, specify].
5. INSPECTION AND ACCEPTANCE
5.1 All Goods and/or Services are subject to inspection and acceptance by Buyer within [Inspection Period, e.g., “10 business days”] after delivery.
5.2 Buyer may reject any Goods or Services that do not conform to the Purchase Order or these Terms and Conditions.
6. WARRANTIES
6.1 Seller warrants that all Goods and/or Services:
- Conform to the specifications in the Purchase Order;
- Are free from defects in materials and workmanship;
- Are fit for their intended purpose;
- Comply with all applicable laws and regulations.
6.2 This warranty shall remain in effect for [Warranty Period, e.g., “12 months”] from the date of delivery.
7. CHANGES
7.1 Buyer may request changes to the Goods and/or Services, including specifications, quantities, or delivery dates, by written notice.
7.2 If such changes affect price or delivery, Seller shall notify Buyer in writing within [Notice Period Days] days, and the parties shall agree on any adjustments before implementation.
8. TERMINATION
8.1 Buyer may terminate the Purchase Order, in whole or in part, at any time by written notice to Seller.
8.2 Upon termination, Seller shall cease all work and deliver any completed Goods or Services as directed by Buyer.
8.3 Buyer shall pay Seller for Goods and/or Services satisfactorily provided up to the effective date of termination.
9. CONFIDENTIALITY
9.1 Seller shall treat all information provided by Buyer as confidential and shall not disclose such information to any third party without Buyer’s prior written consent.
10. INDEMNIFICATION
10.1 Seller shall indemnify and hold harmless Buyer from any claims, damages, losses, or expenses arising out of or relating to:
- Seller’s breach of these Terms and Conditions;
- Defective Goods or Services;
- Seller’s negligence or willful misconduct.
11. LIMITATION OF LIABILITY
11.1 Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable for any indirect, incidental, or consequential damages.
12. GOVERNING LAW
12.1 This Agreement shall be governed by and construed in accordance with the laws of [Governing Law State/Country].
13. NOTICES
13.1 Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or as otherwise notified in writing.
14. ENTIRE AGREEMENT
14.1 These Terms and Conditions, together with the Purchase Order, constitute the entire agreement between the parties and supersede all prior agreements or understandings relating to the subject matter.
15. SEVERABILITY
15.1 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
16. WAIVER
16.1 No waiver of any term or condition of this Agreement shall be effective unless in writing and signed by both parties.
Disclaimer
This document is a template and may not be suitable for all situations. The parties should consult with legal counsel before signing this agreement.
SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Buyer:
Name: ___________________________
Title: ___________________________
Signature: _______________________
Date: ___________________________
Seller:
Name: ___________________________
Title: ___________________________
Signature: _______________________
Date: ___________________________
