Terms & Conditions of Viridian Orders

Subject to the terms and conditions herein, Supplier shall manufacture, sell, deliver, and ship to Purchaser, and Purchaser shall purchase from Supplier, the Supplies (aka “Goods”) and/or related items thereto described on the front page of this Purchase Order.

Non-Conforming Goods
Each of the Goods and/or related items shall meet the specifications set forth on the front page of this Purchase Order. All goods not fully up to standard and not in compliance with the applicable specifications, or shipped contrary to instructions, or in excess of the quantities herein provided, or substituted for goods described, or not shipped in containers conforming to Purchaser specifications (or, in the absence of such specifications, in recognized standard containers), or allegedly violating any statute, ordinance or administrative order, rule, or regulation may be rejected by Purchaser and returned or held at the Seller’s expense and risk. Purchaser may charge to Seller all expense of inspecting, unpacking, examining, repacking, storing, and reshipping any goods rejected as aforesaid. The remedies hereinabove afforded to Purchaser shall not be exclusive, but Purchaser may hold Seller liable for any and all damages arising from any breach or default hereinabove set forth.

Delivery

  • Schedules – Lead time and delivery schedule for the Goods will be as set forth on the front page
  • Delivery – Supplier shall deliver all Goods and/or related items F.O.B., Buyer’s Delivery Location
  • Shipping – Supplier shall complete all applicable shipping information; ship all Goods and/or related items as directed by Purchaser; ship using packaging procedures and containers in accordance with standard industry practices; and trace any loss or delayed shipments for Purchaser. Shipper retains responsibility and liability for any non-delivered and/or Goods arriving to Purchaser damaged.

The Supplier shall sell to Purchaser and Purchaser shall purchase from Supplier the Goods and/or related items at the price set forth on the front page of this Purchase Order; and the payment for the Goods and/or related items shall be in accordance with the provisions set forth on the front page. Prices recorded in this order are not subject to increase.

Title or risk of loss of each shipment of Goods and/or related items shall pass to Purchaser upon delivery. Supplier shall provide Purchaser with such appropriate documents of title as Purchaser may reasonably require, such as a Bill of Lading.

Warranty
Supplier warrants and represents to Purchaser that the Goods and/or related items shall be free from defects in design, material and workmanship. The failure of any Goods and/or related items shall be referenced herein as a “Defect.” Supplier shall, at Supplier’s expense, correct any defect in any of the Goods and/or related items by replacing such Goods and/or related items, provided that Supplier may repair any Defect upon mutual agreement of Supplier and Purchaser if such repair will not adversely affect the appearance, function, or performance of such Goods and/or related items. Notwithstanding the above option, Purchaser may return to Supplier for exchange, credit, or repair, any of the Goods or related items having a Defect. Purchaser will ship the warranted Goods and/or related items for replacement or repair to Supplier, and provided it is determined that such Goods and/or related items contained a defect, Supplier shall ship the replacement or repaired Goods and/or related items at Supplier’s expense and risk. Supplier herein assigns to Purchaser the benefits of any warranties which may exist in favor of Supplier from third party suppliers in connection with the distribution or sale of Goods hereunder.

INSPECTION
All goods and services will be subject to inspection and test by Purchaser at all times and places, including the period of manufacture and in any event prior to final acceptance. Final acceptance or rejection of the goods or services will be made as promptly as practical after delivery except as otherwise provided in this Order, but failure to inspect and accept or reject goods or services or failure to detect defects by inspection, will neither relieve Seller from responsibility for such goods or services as are not in accordance with this Order nor impose liabilities on Purchaser for them. Purchaser's payment for the goods shall not constitute its acceptance of the goods.

Except as otherwise specifically provided in this agreement, in the event of any breach of the provisions of these terms and conditions resulting from Supplier’s performance or failure to perform hereunder, Supplier shall be liable to Purchaser for any actual proven damages incurred by Purchaser.

Seller shall indemnify and hold Purchaser and its affiliates harmless and, on Purchaser’s request, shall defend each of them from and against any or all third party claims, demands, litigation, or proceedings of whatever kind, whether based upon negligence, breach of express or implied warranty, product liability, strict liability, infringement of intellectual property rights, as a result of any alleged violation of United States, state or international laws associated with export or shipping of items or product compliance, or any other theory, and from and against all direct, indirect, special, exemplary, incidental or consequential damages of every kind whatsoever, arising out of, by reason of, or in any way connected with the goods and/or services, the design, manner of preparation, manufacture, construction, completion, or delivery or non-delivery of any goods and/or services by Seller, any breach by Seller of any of its obligations hereunder, or any other act, omission or negligence of Seller or any of Seller's employees, workers, servants, agents, subcontractors, or suppliers, including but not limited to claims associated with bodily injury, property damage, and any and all other third party claims by parties alleging injuries of any type arising out of, by reason of, or in any way connected with the goods and/or services. Seller shall, on request, pay or reimburse Purchaser or any other party entitled to indemnification hereunder for all costs and expenses, including attorneys' fees, as incurred by Purchaser or such other party in connection with any such claim, demand, litigation, proceeding, loss, or damage. In addition, for infringement claims, Seller will, at its own expense and at Purchaser’s option, either procure for Purchaser the right to continue using the allegedly infringing item, replace it with a non-infringing equivalent, or remove it and refund the purchase price and the transportation and installation costs thereof.

The terms and conditions of this Agreement shall apply to any Purchase Order placed hereunder and the applicable provisions shall survive any asserted expiration or termination of this Agreement.

Confidentiality
Except in any proceeding to enforce the provisions of this Agreement, neither party will disclose to any third party the financial terms of this Agreement, or any other confidential or trade secret information of the other party. Seller will keep confidential any technical, process, economic, or other information derived from drawings, specifications and other data furnished by Purchaser in connection with this Order (in whatever form or format) and will not divulge, export, or use, directly or indirectly, such information for the benefit of any other party without obtaining Purchaser's prior written consent.

Compliance with Laws
Supplier shall comply with all applicable local, state and federal and international laws, orders, regulations, and rules in its performance hereunder and shall indemnify Purchaser from any claims, losses, or damages arising from Supplier’s failure to so comply.

Acknowledgement or confirmation of this Purchase Order shall confirm approval of the terms and conditions Herein.

The Relationship of the parties is that of Purchaser and Supplier. Nothing herein is intended or shall be construed to establish any agency, partnership, or joint venture relationship between the parties. Nothing contained in these terms and conditions shall create any right or duty or obligation to any third party.

The terms and conditions in this Agreement shall be construed and enforced in accordance with and any dispute arising out of or in connection with this Agreement, including any action in tort, will be governed by the laws of the State of Minnesota and the USA.

Non-Waiver
No waiver by either party of any default or breach by the other party of any provision of this Agreement will operate as or be deemed a waiver of any subsequent default or breach.

Purchaser reserves the right at any time and within 14 days of the scheduled delivery date, without cause, to cancel all or part of the undelivered portion of this order by notice to Seller. In the event of such cancellation, Purchaser shall not be liable to Seller for loss of anticipatory profits. The provisions of this paragraph shall not limit or affect the right of Purchaser to terminate this purchase order for default of Seller.

The Purchaser shall have the right at any time, by written notice, in the form of a Change Order, to the Seller, to make any changes it deems necessary, including, but not limited to, changes in specifications, design, delivery, testing methods, packing or destination. If any such required changes cause an increase or decrease in the cost of or the time required for performance, an equitable adjustment shall be made in the contract price or delivery schedule, or both. Any claim by the Seller for adjustment under this clause shall be deemed waived unless asserted in writing within ten (10) days from receipt by the Seller of notice of change.

Purchaser does not accept and objects to Seller’s Order Acknowledgment or Sales Terms & Conditions, if any. These terms and conditions ("Agreement") take precedence over Seller’s supplemental or conflicting terms and conditions, if any, to which notice of objection is hereby given. Acceptance of Purchase Order by Seller is limited to and conditioned upon Seller’s assent to these terms and conditions. Neither Purchaser’s commencement of performance or delivery shall be deemed or constituted as acceptance of Seller’s supplemental or conflicting terms and conditions. THESE TERMS AND CONDITIONS MAY ONLY BE WAIVED OR MODIFIED IN A WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF PURCHASER.