Purchase Order Terms & Conditions
These standard terms and conditions of purchase apply to all purchase orders issued by ADM Labs, a Delaware company, or any of its affiliates (“ADM”) and to each and every company selling products to ADM. “Seller” shall mean the company, vendor or supplier to whom a purchase order has been issued. “Purchase Terms” shall refer to these terms and conditions as amended from time to time. Agreement. Seller's shipment of the goods subject to a purchase order shall be deemed an effective mode of acceptance. Any acceptance is limited to acceptance of the express terms contained in the purchase order and these Purchase Terms. Any proposal or documents of Seller providing additional or different terms, or any attempt by Seller to vary any of the terms of the purchase order or these Purchase Terms, is hereby expressly objected to and rejected.
Order of Precedence
If a provision in a purchase order directly conflicts with a provision in these Purchase Terms, the provision in these Purchase Terms will prevail unless the purchase order specifically states that the provision in the purchase order will prevail. Passage of Title; Risk of Loss. Title to the goods and risk of loss shall remain with Seller until the goods have been delivered to ADM’s facility. Seller agrees to assign to ADM Labs, ownership, title to and right in and to the goods. If a shipment is not accompanied by a bill of lading, packing slip or similar delivery document, ADM’s count and/or weight will be conclusive. In consideration of purchase price paid, Seller agrees to release ADM on behalf of any of their past, present and future agents, employees, attorneys, advisors, representatives, successors, predecessors and assigns, hereby release, discharge and forever hold harmless each other, and their respective past, present and future agents, attorneys, advisors, representatives, successors, predecessors, and assigns, from any and all claims, demands, rights of action, damages, liabilities, causes of action, or suits, known or unknown, fixed or contingent, liquidated or unliquidated, whether or not presently asserted or claimed, past, present or future which were or could have been asserted, or arise from or relate to this purchase order and transfer of title to the goods.
The purchase order will be filled at the price shown on the purchase order. Any change must be authorized in writing by ADM. Prices include all customs, duties, sales, use, excise and property taxes, shipping, packaging, boxing, crating, labeling, storage, insurance and similar charges, unless otherwise provided in the purchase order.
Seller will present ADM with an invoice for the amounts due and owing pursuant to each purchase order within the time period set forth in the applicable purchase order. Each invoice will be in a form reasonably acceptable to ADM. ADM will pay all undisputed amounts on each invoice within the time period set forth in the applicable purchase order. ADM will have no obligation to pay any amounts that Seller fails to invoice to ADM within 180 days after the amounts were incurred. Except as required by applicable law, ADM will not be required to pay any late charge, interest, finance charge or similar charge.
Seller represents, warrants and guarantees that all goods furnished under any purchase order shall conform in all respects to all samples, specifications and appropriate standards, will be new, and will be free from defects in materials or workmanship. All warranties shall survive inspection, test, acceptance and use. Seller's warranty shall run to ADM, its successors, assigns, customers and users of products sold by ADM. Seller represents and warrants to ADM that the title conveyed on all goods produced and delivered to ADM under these Purchase Terms and any purchase order will be good and marketable, and the goods will be delivered free from any security interest or other lien or encumbrance (including any statutory or common law lien). In addition, Supplier represents, warrants, guarantees, covenants and agrees that (A) all goods furnished under any purchase order and Supplier’s manufacture, production, packaging, warehousing, distribution, labeling and sale thereof, shall comply with all laws, rules and regulations applicable thereto.
Any goods that fail to conform to the requirements of the applicable purchase order or these Purchase Terms or that a governmental agency declares are unfit or otherwise unsafe for their intended use or in violation of any law will be considered nonconforming (“NonConforming Goods”). Seller will promptly furnish to ADM all information and copies of all documents (including any complaints, inquiries, test or inspection results, internal reviews, warnings, declarations or notices) that Seller receives that suggest or indicate that any goods, or any ingredient of, or any material included in, any goods, or any packaging or supplies used in connection with any goods. Indemnification. Seller will indemnify, defend and hold harmless ADM, its officers, directors, shareholders, employees, agents, successors and assigns from any and all third party claims, demands, actions or threats of action (whether in law, equity or in an alternative proceeding), losses, liabilities, damages (including taxes), and all related costs and expenses, including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties (collectively, “Losses”), and threatened Losses due to, arising from or relating to any defect or nonconformance in the goods purchased hereunder, or from any act or omission of Seller, its agents, employees or subcontractors. This indemnification shall be in addition to the warranty obligations of Seller. ADM may be represented by and actively participate through its own counsel at its own expense in any suit or proceeding.
Termination for Convenience of ADM
ADM may terminate any purchase order or any part of a purchase order for its convenience at any time upon 15 days prior notice to Seller.