These Terms and Conditions shall govern the purchase of all goods and/or services supplyFORCE and/or its subsidiaries and divisions (collectively “Buyer”) from the supplier identified on the front of this Purchase Order (“Seller”): 

1. Agreement. Unless otherwise agreed between the parties in writing, these Terms and Conditions shall govern all purchases of goods and/or services made by Buyer from Seller. If Seller has made an offer to Buyer, Buyer’s acceptance of Seller’s offer is expressly made conditional on Seller’s assent to these Terms and Conditions. If Seller has not made an offer to Buyer, Buyer objects to any additional or different terms set forth in any acceptance from Seller. 

2. Risk of Loss. Risk of loss remains with Seller until Buyer’s receipt, inspection, and acceptance of any goods supplied by Seller. 

3. Delivery and Inspection. Time shall be of the essence with respect to the delivery of any goods ordered by Buyer from Seller. Buyer shall have the right to inspect all goods supplied by Seller and to reject any goods that are, in Buyer’s judgment, defective or non-conforming. Seller shall reimburse Buyer for all costs and expenses incurred by Buyer in returning any rejected goods to Seller. Over shipments will not be accepted. All quantity changes need to be approved by Buyer via email or change order before shipping. Adherence to all shipping instructions including freight terms (Allowed, Collect, Prepaid + Added) is required. Deviation from the provided instructions without written approval from Buyer is subject to refusal of payment. 

4. Goods Warranties. Seller warrants that all goods supplied to Buyer shall: (a) be of good quality and workmanship and free from defects, latent or patent; (b) conform to all specifications, drawings, or descriptions furnished by or to Buyer; (c) conform to Seller’s samples, representations, or promises; (d) be merchantable and (e) be free from any claims, liens, or encumbrances. Any goods furnished by Seller to Buyer that become subject to any recall shall be deemed defective, not merchantable. 

5. Prices and Payment. The prices set forth in this Purchase Order are complete; no additional charges of any type will be added without Buyer’s express written consent. Unless otherwise specified, payment shall be due net forty-five (45) days of Buyer’s receipt of Seller’s invoice. 

6. Compliance with Laws and Regulations. In performing its obligations for Buyer, Seller shall comply with all applicable local, state, and federal laws, ordinances, regulations, rules, and orders. supplyFORCE is an equal opportunity employer and federal contractor or subcontractor. Consequently, the parties agree that, as applicable, they will abide by the requirements of 41 CFR 60-1.4(a), 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a) and that these laws are incorporated herein by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. The parties also agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix 

7. A to Subpart A), relating to the notice of employee rights under federal labor laws 

8. Indemnification. Seller shall indemnify, defend, and hold Buyer harmless from and against any and all claims by any third parties for death, personal injury, property damage, economic loss, or other damages or losses caused directly or indirectly by Seller. Seller’s indemnity obligations shall include: (a) the obligation to pay all attorney’s fees, expert witness fees, costs, and disbursements incurred by Buyer in defending any such claims; (b) the obligation to reimburse Buyer for any amounts that Buyer, in its sole discretion, agrees to pay to settle any such claims; and (c) the obligation to reimburse Buyer for any amounts that Buyer may have to pay to satisfy any judgments or awards entered against Buyer based upon any such claims. 

9. Remedies. Buyer shall be entitled to pursue all available remedies in the event of any breach of contract or warranty by Seller, including recovery of incidental and consequential damages. 

10. Confidentiality. Seller shall not use or disclose any specifications, requirements, drawings, data, or other information furnished by Buyer for any purpose other than fulfilling Seller’s obligations to Buyer. 

11. Choice of Law and Venue. Any transaction or contract between Seller and Buyer shall be governed by and construed in accordance with Pennsylvania law. Any dispute between Seller and Buyer shall be venued in state or federal court in Philadelphia. Seller consents to personal jurisdiction of the courts of Pennsylvania and waives any claim that venue in such courts is inconvenient or improper. 

12. Attorney’s Fees. Buyer shall be entitled to recover all of its attorney’s fees, expert witness fees, costs, and disbursements relating to or arising from any breach of contract or warranty by Seller. 

13. Returns. Acceptance of this PO allows for material to be cancelled or returned at Buyer’s discretion. Material that is non-cancellable, non-returnable (“NCNR”) must be approved by Buyer in writing before material is shipped. Any potential restocking fees for material return must be noted at time of order acknowledgement. Acceptance of this PO without disclosure of potential restocking fees will result in full credit if material is returned.