1. Prices and Invoicing. All invoices submitted by Seller shall strictly conform to the prices, quantities, delivery requirements, payment terms, specifications, and all other terms and conditions set forth in this Purchase Order. No price increases, surcharges, additional fees, or other charges shall be permitted unless expressly approved in advance and in writing by an authorized representative of Transchem, Inc. (“Transchem”).
2. Acceptance of Purchase Order. Seller’s written acknowledgment, acceptance, commencement of performance, manufacture of goods, procurement of materials, or shipment of any portion of the goods covered by this Purchase Order shall constitute Seller’s unconditional acceptance of all terms, conditions, specifications, and requirements contained herein. Seller’s acceptance shall be expressly limited to these terms and conditions. No additional or conflicting terms proposed by Seller shall become part of the agreement unless expressly accepted in writing by an authorized representative of Transchem.
3. Amendments and Modifications. No amendment, modification, waiver, substitution, or deviation from this Purchase Order shall be valid or binding upon Transchem unless expressly authorized in writing by an authorized representative of Transchem. Any verbal agreement, informal communication, or unauthorized modification shall have no force or effect. Seller shall not proceed with any changed requirements unless and until written authorization has been received.
4. Invoicing and Shipping Documentation. Seller shall submit invoices in duplicate, or electronically in a format approved by Transchem, no later than one (1) business day following shipment of the goods. Each invoice shall reference the applicable Purchase Order number and include the bill of lading, shipping documentation, applicable freight charges, quantities shipped, unit prices, and any other documentation reasonably required by Transchem. Failure to provide the required documentation may result in delayed invoice processing and payment without constituting a breach by Transchem.
5. Packing Slips and Shipment Identification. Seller shall include a complete packing slip with each shipment, clearly identifying the Purchase Order number, description of goods, quantities shipped, number of packages or containers, and any applicable batch, lot, or identification numbers. All shipments shall be properly packaged, marked, and identified to prevent damage, contamination, loss, or misdelivery during transportation, handling, and storage. Seller shall be responsible for any additional costs arising from inadequate packaging or failure to comply with these requirements.
6. Shipping and Delivery Requirements. Seller shall strictly comply with all shipping instructions, delivery schedules, routing requirements, packaging specifications, and other instructions provided by Transchem. Seller shall be responsible for all additional costs, expenses, damages, and losses incurred by Transchem as a result of Seller’s failure to comply with such instructions, including additional freight, handling, storage, redelivery, and transportation costs. Seller shall promptly notify Transchem in writing of any anticipated delay or circumstance that may affect timely delivery.
7. Delivery Obligations and Remedies for Default. Time is of the essence with respect to all delivery obligations under this Purchase Order. If Seller fails to deliver the goods in accordance with the agreed schedule, specifications, or other contractual requirements, or otherwise breaches any provision of this Purchase Order, Transchem may, without liability and without prejudice to any other rights or remedies available under applicable law, cancel all or any portion of the undelivered goods, obtain substitute goods from another source, and recover from Seller any reasonable additional costs and damages resulting from such failure or breach. Seller shall promptly notify Transchem of any actual or anticipated failure to perform and shall take all reasonable steps to minimize resulting losses.
8. Inspection, Rejection, and Nonconforming Goods. All goods supplied under this Purchase Order shall be subject to inspection, testing, and acceptance by Transchem at the delivery destination or such other location designated by Transchem. Transchem shall have a reasonable period following receipt to inspect the goods and identify defects or nonconformities. Transchem may reject any goods that are defective, damaged, contaminated, incomplete, or otherwise fail to comply with the specifications, warranties, or requirements of this Purchase Order. Rejected goods shall remain at Seller’s risk and expense and shall be promptly replaced, repaired, or removed at Transchem’s direction and at Seller’s sole expense. Transchem may also require a full refund or credit for rejected goods. Payment, inspection, or temporary possession of goods shall not constitute acceptance or waive Transchem’s rights concerning nonconforming goods or latent defects. Transchem reserves the right to cancel any remaining undelivered portion of the Purchase Order if any delivered goods fail to conform to the agreed requirements.
9. Continuing Warranties and Acceptance. Inspection, acceptance, use, resale, or payment for goods shall not relieve Seller of any warranty, representation, obligation, or liability under this Purchase Order. All warranties and obligations shall survive delivery, inspection, acceptance, and payment. Transchem’s rights and remedies concerning defective goods, latent defects, breaches of warranty, and other nonconformities shall remain enforceable to the extent permitted by applicable law.
10. Quantity and Delivery Compliance. Seller shall deliver the exact quantities specified in this Purchase Order. Partial shipments, excess quantities, substitutions, or changes in quantity shall not be permitted without prior written approval from an authorized representative of Transchem. Transchem reserves the right to reject and return unauthorized excess quantities or partial shipments at Seller’s sole expense. Seller shall be responsible for all costs and losses resulting from unauthorized quantity changes or deviations.
11. Additional Charges and Expenses. No additional charges of any kind, including charges for packaging, boxing, crating, labeling, handling, cartage, storage, transportation, or other incidental expenses, shall be payable by Transchem unless expressly approved in advance and in writing by an authorized representative of Transchem. Any unauthorized additional charges shall be the sole responsibility of Seller.
12. Termination for Convenience. Transchem may terminate this Purchase Order, in whole or in part, for its convenience at any time by providing written or electronic notice to Seller. Upon receipt of such notice, Seller shall immediately cease the affected work, minimize further costs, and take reasonable steps to protect and preserve any goods or materials associated with the Purchase Order. In the event of termination for convenience, Seller’s sole compensation shall be limited to reasonable, documented, direct costs actually incurred in performing the terminated portion of the Purchase Order before receiving notice of termination, provided such costs are supported by adequate records and are reasonably unavoidable. Seller shall not be entitled to recover anticipated profits, consequential damages, unabsorbed overhead, or costs relating to work not performed. Any payment shall be subject to Transchem’s verification and approval of the claimed costs and shall not exceed the applicable Purchase Order price.
13. Force Majeure. Neither party shall be liable for a delay or failure to perform to the extent directly caused by an event beyond its reasonable control that could not reasonably have been prevented or overcome through commercially reasonable efforts, including acts of God, natural disasters, fires, floods, epidemics, governmental restrictions, war, civil unrest, and widespread labor disruptions. The affected party shall promptly notify the other party in writing of the event, its anticipated duration, and its impact on performance, and shall use commercially reasonable efforts to mitigate the effects and resume performance as soon as practicable. Increased costs, financial difficulties, labor shortages limited to Seller, ordinary equipment failures, or the failure of Seller’s suppliers shall not automatically constitute force majeure events. If the interruption materially affects delivery or performance, Transchem may suspend the affected obligations, obtain substitute goods or services, or cancel the affected portion of the Purchase Order without liability. If the event continues for more than thirty (30) consecutive days, Transchem may terminate the Purchase Order, in whole or in part, by written notice.
14. Compliance with Applicable Laws and Regulations. Seller represents, warrants, and covenants that all goods supplied under this Purchase Order, and all activities performed in connection with the manufacture, sale, handling, storage, transportation, and delivery of such goods, shall comply with all applicable federal, state, and local laws, statutes, ordinances, rules, regulations, and governmental requirements. Seller shall maintain all permits, licenses, registrations, and approvals necessary for its performance and shall promptly notify Transchem of any actual or suspected violation that may affect the goods or the performance of this Purchase Order.
15. Labor and Employment Compliance. Seller represents and warrants that all goods supplied under this Purchase Order have been manufactured in compliance with applicable labor and employment laws, including the Fair Labor Standards Act, applicable wage and hour requirements, occupational safety requirements, and applicable laws prohibiting forced labor, child labor, and unlawful employment practices. Seller shall maintain appropriate records demonstrating such compliance and shall provide reasonable supporting documentation upon Transchem’s request.
16. Hazardous Materials and Product Labeling. Seller shall identify, classify, package, mark, label, and provide appropriate safety documentation for all goods that may constitute an environmental, health, toxicological, poison, fire, explosion, or other hazardous-material risk. All such goods shall comply with applicable federal, state, and local labeling, packaging, transportation, storage, and handling requirements, including applicable OSHA and Department of Transportation regulations. Seller shall provide current Safety Data Sheets (SDS), hazard warnings, and handling instructions before or upon delivery, as applicable. Seller shall promptly notify Transchem of any changes to the hazardous characteristics, classification, or handling requirements of the goods.
17. Intellectual Property Indemnification. Seller represents and warrants that the manufacture, sale, supply, distribution, and intended use of the goods provided under this Purchase Order shall not infringe or misappropriate any patent, copyright, trademark, trade secret, or other intellectual property right of any third party. Seller shall defend, indemnify, and hold harmless Transchem, its affiliates, officers, directors, employees, agents, customers, and representatives from and against all third-party claims, demands, actions, liabilities, damages, losses, judgments, settlements, costs, and reasonable attorneys’ fees arising out of or relating to any actual or alleged infringement or misappropriation of intellectual property rights involving the goods. Seller shall, at its sole expense, obtain the right for Transchem to continue using the affected goods, replace or modify the goods so they become non-infringing without materially reducing their functionality or performance, or refund the purchase price and associated reasonable costs. These obligations shall survive completion, termination, or expiration of this Purchase Order.
18. Seller’s Warranties and Exclusion of Conflicting Terms. Seller expressly warrants that all goods supplied under this Purchase Order shall: (a) conform strictly to all specifications, descriptions, samples, drawings, and representations provided or approved by Transchem; (b) be new, unless otherwise expressly agreed in writing, and free from defects in design, materials, and workmanship; (c) be of merchantable quality and fit and sufficient for the particular purpose intended and made known to Seller; (d) be manufactured, packaged, labeled, and delivered in compliance with applicable laws and regulations; and (e) be free from liens, encumbrances, and third-party claims. These warranties shall apply in addition to all warranties implied by applicable law and shall extend to Transchem and its permitted successors, assigns, and customers to the extent applicable. Any acceptance, acknowledgment, quotation, invoice, shipping document, or other communication from Seller containing additional or conflicting terms, including warranty disclaimers, limitations of liability, or restrictions on remedies, is expressly rejected and shall have no effect unless specifically accepted in a separate written agreement signed by an authorized representative of Transchem. No course of dealing, course of performance, or trade usage shall modify these terms. All warranties shall survive inspection, acceptance, payment, and delivery.
19. Assignment and Subcontracting. Seller shall not assign, transfer, delegate, subcontract, or otherwise dispose of any of its rights or obligations under this Purchase Order, in whole or in part, without the prior written consent of an authorized representative of Transchem. Any unauthorized assignment, delegation, or subcontracting shall be voidable at Transchem’s option and shall constitute a material breach. Approval of any subcontractor shall not relieve Seller of any obligation or liability under this Purchase Order. Seller shall remain fully responsible for the acts, omissions, performance, and compliance of its subcontractors and suppliers.
20. Governing Law, Jurisdiction, and Dispute Resolution. This Purchase Order and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the county in California where Transchem maintains its principal place of business, for any action or proceeding arising out of or relating to this Purchase Order, subject to applicable law. The parties waive any objection to such jurisdiction or venue based on inconvenient forum, to the extent legally permissible. Nothing in this provision shall prevent Transchem from seeking injunctive or other equitable relief in any court of competent jurisdiction where necessary to protect its interests.
21. Bulk Material Loading, Loading Time, and Demurrage. Vendors supplying bulk materials shall be allowed two (2) hours of free loading time to safely load the materials into the containers, trailers, or other transportation equipment designated by Transchem. The free loading period shall commence at the scheduled loading appointment time established by the shipper, provided the designated transportation equipment is present, available, and ready for loading. Any demurrage or detention charges incurred after the expiration of the two-hour free loading period shall be the responsibility of Vendor, provided such charges are directly attributable to Vendor’s acts, omissions, delays, or failure to complete loading within the allotted period. Vendor shall provide reasonable supporting documentation, including arrival times, loading commencement and completion times, and applicable carrier invoices, to substantiate any demurrage charges. No charges arising from delays caused by Transchem, its designated carrier, unavailable equipment, or circumstances beyond Vendor’s reasonable control shall be charged to Vendor. All loading operations shall be conducted safely and in compliance with applicable transportation, environmental, occupational health, and safety regulations.
22. Product Liability, Indemnification, and Insurance. Seller shall be solely responsible for and shall defend, indemnify, and hold harmless Transchem, Inc., its affiliates, officers, directors, employees, agents, customers, and representatives from and against all third-party claims, demands, actions, damages, losses, liabilities, judgments, settlements, penalties, costs, and reasonable attorneys’ fees arising out of or relating to: (a) bodily injury, illness, death, or property damage caused by or alleged to have been caused by the goods supplied by Seller; (b) defects in the design, manufacture, materials, packaging, or labeling of the goods; (c) Seller’s negligence, willful misconduct, or violation of applicable laws or regulations; or (d) Seller’s breach of any representation, warranty, or obligation under this Purchase Order, to the extent such claims arise from Seller’s acts or omissions. Seller shall maintain, at its own expense, commercially reasonable insurance coverage, including commercial general liability, product liability, and completed operations coverage, with limits of not less than $2,000,000 per occurrence and $2,000,000 aggregate, unless otherwise agreed in writing. Upon request, Seller shall provide certificates of insurance evidencing such coverage. Where commercially available and permitted by the applicable policy, Transchem shall be named as an additional insured with respect to liability arising from Seller’s operations and products. Seller’s insurance shall not limit or reduce Seller’s contractual liabilities or indemnification obligations under this Purchase Order. Nothing herein shall require Seller to indemnify Transchem for liability to the extent caused by Transchem’s own negligence, willful misconduct, or other conduct for which indemnification is prohibited by applicable law.
General Provisions
These Purchase Order Terms and Conditions, together with the applicable Purchase Order and any expressly incorporated specifications or attachments, constitute the entire agreement between Transchem and Seller with respect to the goods covered by the Purchase Order and supersede all prior negotiations, quotations, representations, and agreements concerning the same subject matter, except for any separate written agreement expressly incorporated into the Purchase Order. If any provision is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No failure or delay by Transchem in exercising any right or remedy shall constitute a waiver of that right or remedy. Seller’s obligations concerning warranties, indemnification, confidentiality where applicable, payment adjustments, and liabilities that by their nature are intended to survive shall survive completion, expiration, or termination of the Purchase Order.
END OF PURCHASE ORDER TERMS AND CONDITIONS