1. These terms and conditions contained herein (“Terms and Conditions”) are incorporated into the agreement between ReVision Energy (“Buyer”), and the vendor, distributor, or supplier as the counterparty to the Purchase Order (“Supplier”). No variation thereof, irrespective of the wording or terms of the Supplier’s acceptance will be effective unless specifically agreed to in writing by Buyer. If any of these Terms and Conditions are inconsistent with any terms contained in any other document governing the contemplated purchase and sale in the related Purchase Order, these Terms and Conditions shall govern. By agreeing to provide the material items and services (the “Goods”) specified in the Purchase Order, Supplier accepts the Purchase Order and agrees to be bound by these Terms and Conditions.
2. All Supplier quotes will contain a quote number with which the Buyer may reference at the time the Purchase Order is created.
3. All terms for payment begin with date of receipt of ordered Goods or invoicing of these Goods, whichever is later. If a discount is allowed for payment within a certain time, the time for taking the discount will not begin to run until the date of the receipt of the invoice or the date of the receipt of the Goods, whichever is later. However, if an invoice is returned for correction, the time for taking the discount will likewise not begin to run until the date of the receipt of the correct invoice.
4. The purchase price(s) specified in the Purchase Order (“Purchase Price”) shall not be subject to change without the prior written approval of Buyer. If no purchase price is specified herein, it is agreed that the Purchase Price will be the lowest purchase price for like Goods of like quality charged by Supplier from the date hereof until the date of delivery and in no event will the Purchase Price be higher than last previously quoted or charged to Buyer.
5. All invoices shall include, but not be limited to, the Buyer’s name and address, purchase order number, quantities, prices, description of Goods, and applicable taxes.
6. The Buyer reserves to itself the right to refuse acceptance and/or payment for Goods that are shipped in excess of the quantities ordered, unless there is a previous written agreement as to the quantities by which delivery can exceed the quantities ordered.
7. All Goods shall be received subject to the Buyer’s inspection and rejection. Buyer shall have seven (7) days to visually inspect the Goods and notify Supplier of any non-conforming Goods. Defective Goods or Goods not in accordance with the Buyer’s specification will be held for Supplier’s instructions and at Supplier’s risk and if Supplier so directs, will be returned at Supplier’s expense. Payment for Goods prior to inspection shall not constitute an acceptance thereof.
8. All shipments shall include a packing list. The packing list shall include, but not be limited to, the Buyer’s name and address, purchase order number, quantities, and description of Goods.
9. For domestic shipments, risk of loss with respect to the Goods hereunder shall not pass to Buyer until delivery of the Goods to Buyer's facility.
10. Delivery dates specified herein are of the essence. It is the Supplier’s responsibility to meet quoted delivery dates. If Supplier suspects or determines that deliveries will not be made on time, Supplier will advise Buyer of the possible delay, the cause and the proposed recovery schedule as soon as possible. Delivery delays may be cause for termination for default or equitable adjustment of the terms or conditions of the Purchase Order, as determined by Buyer. In addition to all other remedies available to Buyer, Supplier shall reimburse Buyer for all costs incurred by Buyer as a result of late deliveries on the part of Supplier, including, without limitation, the amount of any delivery penalties assessed by Buyer’s customers based on Supplier’s delays.
11. No modifications of or additions to the provision or conditions of this order will become part of it until expressly accepted in writing by the Buyer.
12. Buyer reserves the right to make changes in the drawings, specifications and other provisions of the Purchase Order. If any such change causes an increase or decrease in the cost of, or the time required for, the provision of the goods, Supplier shall notify Buyer in writing within five (5) days of receipt of such change. Such notice shall include details as to the impact of the change on Supplier's cost and delivery dates. Buyer and Supplier shall negotiate in good faith an equitable adjustment to the Purchase Price and delivery times under the Purchase Order. If Supplier fails to notify Buyer in writing within five (5) days, then Supplier shall irrevocably waive any change in price or delivery times under the Purchase Order.
13. Supplier agrees to promptly indemnify, defend and hold harmless Buyer and its affiliates and their respective directors, officers, employees, shareholders, agents, successors and assigns (collectively, “Indemnitees”) from and against any and all claims, losses, costs, judgments, deficiencies, obligations, liabilities, payments, charges, fines, penalties, damages and expenses, including, without limitation, injury to or death of any person or any property damage, and further including, without limitation, reasonable attorneys' fees and disbursements, of any kind, including, without limitation, any special, incidental, consequential, punitive or other indirect damages, including, without limitation, loss of profits, loss of revenues, loss of use, interest or carrying charges on investment, expenses arising from cost of capital, under-utilization of labor, equipment or facilities or other indirect commercial loss or damage, (collectively, the “Claims”) arising out of, relating to or resulting from: (a) any breach of or default in the observance or performance of any agreement made by Supplier in the Purchase Order; (b) Supplier's failure to fulfill any other obligation which Supplier is required to perform or observe pursuant to the Purchase Order; (c) any inaccuracy in any, breach of any, or false or fraudulent, representation or warranty made by Supplier in the Purchase Order; or (d) the investigation or defense of any Claims for indemnification which are made or brought by Indemnitees against Supplier.
14. By accepting this Purchase Order, the Supplier hereby guarantees and agrees that the merchandise to be furnished will not in any way infringe or violate any patent or trademark or other right and that the Supplier will, at the Supplier’s own expense, defend any and all actions, suits or claims alleging such infringement or violation and that the Supplier will indemnify and save Buyer and Buyer’s Goods harmless as to damages, interest, and costs in case of any and all action suits, or claims.
15. The Purchase Order along with these Terms and Conditions constitutes the entire agreement by and between the parties regarding the subject matter contained herein and supersedes all prior and contemporaneous undertakings and agreements by and between Supplier and Buyer, whether written or oral, with respect to such subject matter. Any proposal for additional or different terms, whether in Supplier's quotation, acknowledgement, invoice or other documents, unless approved in writing by Buyer, shall be deemed material and is here hereby objected to and rejected. If Supplier accepts Buyer's order by the commencement of work, shipment or performance, or by other means, the order shall be deemed accepted by Supplier without any additional or different terms.
16. Supplier shall not assign Buyer's Purchase Order to any third party except that Supplier may with prior written consent from Buyer, make an assignment of moneys due hereunder, to a financial institution subject to Buyer's right of set-off.
17. This Purchase Order shall be governed by, interpreted, and enforced in accordance with the internal laws of the State of Maine, including the provisions of Maine's Uniform Commercial Code, but specifically excluding the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods and without giving effect to its conflict of laws principles. Supplier hereby unconditionally and irrevocably agrees to submit to the jurisdiction of any court of general jurisdiction sitting in the State of Maine.
18. In the event of any controversy, claim or dispute arising out of or relating to the Purchase Order (a "Dispute"), Buyer and Supplier shall seek to resolve the matter amicably through mutual discussions to be initiated by written notice by the aggrieved party to the other party as promptly as possible after a Dispute arises and to be conducted diligently in good faith by both Buyer and Supplier. Such discussions may be conducted over the telephone, or at a meeting or meetings, held at the principal offices of Buyer, or at such other location as the parties may agree.
If the parties fail to resolve any such Dispute by amicable arrangement and compromise within the thirty (30)-day period immediately following the date of the notice initiating such discussions referred to in the paragraph above, either party may submit the Dispute for resolution by mediation. The mediation shall be conducted at the principal offices of Buyer, or at such other location as the parties may agree. The mediator shall be jointly selected by the parties. Mediation shall continue for at least thirty (30) days unless the mediator chooses to withdraw sooner. Each party shall bear its own costs of the mediation effort, and the parties shall equally share the cost of the mediator.
If the Dispute cannot be resolved through mediation, either party may commence an action to resolve the Dispute in the courts of the State of Maine, and each of the parties irrevocably submits to the exclusive jurisdiction of such courts, waives any objection it may now or hereafter have as to venue or as to convenience of forum, and agrees that all claims in respect such Dispute be heard and determined only in such courts. Process in any such Dispute may be served on any party anywhere in the world.