Purchasing Terms and Conditions
Potsdam Specialty Paper, Inc.
547A Sissonville Road, Potsdam, NY 13676,USA
1. Parties. Potsdam Specialty Paper, Inc. shall be referred to as “Buyer” or “PSPI” and the person or company providing Goods (defined below) or Services (defined below) shall be referred to as “Supplier”.
2. Definitions. “Agreement” means a paper or electronic agreement between Buyer and Supplier duly executed by authorized representatives of both parties to sell or provide and to buy or use Goods or Services pursuant to which a Purchase Order is issued by the Buyer. “Contract” collectively means the Agreement, if any, Purchase Order, all paper or electronic documents incorporated by reference under the Agreement and the Purchase Order, these terms and conditions themselves (these “Terms and Conditions”) and any confidentiality or secrecy agreement executed by Buyer and Supplier, and all exhibits and amendments to all such documents. “Goods” mean any goods to be provided by Supplier under the Contract. “Services” means all services of any nature to be performed by Supplier which are incidental to the Goods provided to Buyer or which are ordered by Buyer as identified in the Purchase Order. Specifications for Goods and Services are detailed in the Purchase Order. “Price” or “Pricing” means the amount to be paid by Buyer to Supplier under the Contract.
3. Goods and Services. Subject to the terms and conditions of the Contract, Supplier agrees to sell the Goods and/or Services as detailed in the Purchase Order to PSPI. The quantity of Goods and/or Services subject to the Contract is set out in the Purchase Order.
4. Acceptance. Supplier’s acceptance of any Purchase Order shall be expressly limited to the terms of the Contract, and Buyer objects, without notice to Supplier, to any contrary or additional terms contained in any quotation, order, acknowledgment, invoice or other document originating with or from Supplier. No such contrary or additional terms shall be effective or binding on Buyer and will not become a part of the Contract unless Buyer consents thereto in writing. Upon the first to occur of Supplier’s execution or acknowledgement of receipt of a Purchase Order or shipping Goods or performing Services after receipt of a Purchase Order, Supplier shall conclusively be deemed to have accepted the subject Purchase Order and shall be bound by these Terms and Conditions and all other provisions of the Contract.
5. Blanket Order. If the Purchase Order is designated by Buyer as a blanket order, Buyer shall be obligated to purchase only those quantities of Goods and/or Services which it specifically requests under separate subsequent release orders, if any, issued by Buyer to Supplier from time to time. The use of a blanket order and/or release orders by Buyer shall not be construed as making the obligations of Supplier severable.
6. Price. Pricing for the Contract is set out in the Purchase Order. Pricing excludes all sales and use taxes. No insurance or premium transportation charges or increases in Price will be allowed unless authorized by Buyer in writing.
7. Drawings and Specifications. Any specifications, drawings, notes, instructions, engineering information, or technical data furnished by either Buyer or Supplier to the other, or referred to in the Contract, shall be incorporated herein by reference. Supplier shall be fully and solely responsible for obtaining product data adequate to design, manufacture, fabricate, construct and deliver the Goods and/or perform the Services in compliance with all requirements of the Contract. Buyer shall retain title to all such documents which it provides or causes to be given to Supplier, and Supplier shall not use any of such documents or the information contained therein for any purpose other than in performance of the Contract. Supplier shall maintain such documents and information in confidence and shall not disclose such documents or information to any party other than Buyer or a party duly authorized by Buyer in writing. Upon Buyer’s request, Supplier shall promptly return to Buyer all such documents and copies thereof and certify to Buyer in writing that all such documents and copies have been returned.
8. Packing and Marking. All Goods shall be packaged to prevent damage or deterioration and in accordance with Uniform Freight Classification Rules and Regulations, and Carrier Tariffs with no charges being paid by Buyer for packing, crating, bracing or any other similar charges.
9. Delivery. The Supplier shall deliver the Goods and Services to Buyer on the date(s) indicated in the Purchase Order. Time is of the essence with respect to Supplier’s obligations under the Contract. Buyer shall not be required to accept any deliveries made in advance of the required delivery date. If Supplier anticipates that it will not deliver all Goods and Services on the date(s) indicated, Supplier shall immediately notify Buyer by the fastest available means of the anticipated failure and the anticipated actual delivery date. If Supplier fails to make delivery of any part of the Goods or Services on the date(s) indicated in the Purchase Order, the Buyer may terminate the Contract and pursue all remedies available to it, whether under the Contract or at law or in equity, including, but not limited to, purchasing substitute goods or services from a third party and charging Supplier therefor. All shipments shall be delivered F.O.B. to the destination designated by Buyer in the Purchase Order, unless other arrangements have been agreed upon previously in writing, and title and risk of loss shall remain with Supplier until the Goods and Services in a completed state are received by Buyer, its agent or consignee regardless of whether or not Buyer has made full payment for the Goods and/or Services. Bills of Lading shall accompany the delivery and shall indicate the relevant Purchase Order number. Supplier shall, or shall cause the carrier it uses to deliver Goods to, whichever is applicable, (a) maintain a “satisfactory” safety rating from the U.S. Department of Transportation and shall provide Buyer with written proof of such rating on request if the carrier is a motor carrier, and (b) maintain comprehensive general liability, bodily injury and property damage insurance in not less than the amount required by the Insurance Section, unless a larger amount is required by any federal, state, or local regulatory agency, in which event such larger amount shall be maintained.
10. Warranty. Supplier warrants for a period of (12) months from the date that the Goods and/or Services are completed and delivered to Buyer (or a longer period of time if designated in the Purchase Order) that the Goods and Services, as applicable, will (a) be of merchantable quality; (b) be fit for the Buyer’s particular purposes; (c) be new and of high quality and be free from defects in material and workmanship; (d) be performed in a timely, competent, and good and workmanlike manner; (e) comply with the most stringent of Buyer’s or Supplier’s specifications, performance guarantees and requirements; (f) be of the kind, size, quantity, description, dimension and quality referred to in the Contract and conform with all specifications, drawings, samples, or other descriptions furnished or specified by Buyer; and (g) comply with all nationally recognized codes and established industry standards. All Goods shall be sold by Supplier to Buyer free and clear of any liens and encumbrances. Supplier’s warranties and guarantees shall survive inspection, delivery and acceptance of the Goods and Services and/or payment by Buyer and shall be in addition to all other warranties made by Supplier to Buyer and those provided at law or in equity. If the Goods or Services do not conform to any of these warranties, then, at Buyer’s option, Supplier shall repair or replace the defective Goods, F.O.B. Buyer’s designated site at Supplier’s expense, or in the case of Services, re-perform the Services at Supplier’s expense. In the event that, in the reasonable opinion of Buyer, Supplier cannot repair or replace the Goods, or re-perform the Services, within a reasonable time, then Buyer may take all steps necessary to have the breach of warranty cured and/or may terminate the Purchase Order and/or the Contract and receive a refund from Supplier of all amounts paid by Buyer for the defective Goods and/or Services. In any event, Supplier shall be responsible for all expenses and damages which Buyer incurs because of the breach of warranty. The foregoing warranties and obligations shall also apply to the Goods and Services supplied by Supplier in such repair, replacement or re-performance. Disclaimers of express or implied warranties and limitations of liability in any Supplier document will be of no effect unless specifically agreed to in writing by Buyer, and even then shall not apply in the event of bad faith by the Supplier in the performance of the Contract. The warranties made by Supplier herein shall extend to Buyer and to Buyer’s customers and to all end users.
11. Changes. Buyer shall have the right, at any time, to make changes (including additions and/or omissions) from time to time in the Goods and/or Services, quantities of Goods, any specifications and/or drawings which are a part of the Contract, method of shipment or packing and/or the time and/or place of delivery. Buyer shall give Supplier written notice of any such change which notice may include any increase or decrease in the cost of or the time required for performance of the Contract determined by Buyer to be appropriate. If Supplier does not agree with such adjustments, or if the notice does not contain any such adjustments, Supplier shall still be obligated to proceed immediately with all of the changes directed by Buyer without waiting to reach an agreement on any such adjustments. Any claims by Supplier for adjustments after its receipt of Buyer’s change order must be asserted in writing to Buyer not more than ten (10) days after such receipt by Supplier or such claim shall be deemed waived and null and void. Supplier may make no changes unless approved in writing by Buyer.
12. Payments and Invoices. The specific terms of payment for all Goods and/or Services are stated in the Purchase Order or Agreement. Unless otherwise specified there or in a separate written instrument signed by Buyer, no invoice shall be issued by the Supplier prior to the shipment or complete performance of the Goods and/or Services covered thereby, and no payment shall be made prior to receipt of such Goods and/or Services and of a proper invoice for such Goods. Supplier shall indicate the appropriate Buyer Purchase Order number on the invoice and shall deliver it to the address specified by Buyer from time to time. PSPI will have no obligation to pay any amounts Supplier fails to invoice within 120 days of delivery of Goods or performance of Services. Buyer will pay all undisputed amounts for Goods and/or Services reflected on Supplier’s conforming invoices within ninety (90) days of Buyer’s receipt of invoice. Payment is subject to any adjustment for any shortage or rejection of supplied Goods or Services. All claims for money due or to become due from Buyer shall be subject to set-off by Buyer by reason of any counterclaim arising out of the Contract or any other transaction with Supplier under the Contract or otherwise pursuant to which Buyer may be required to make payment to Supplier.
13. Taxation. The parties agree to cooperate to accurately determine and lawfully minimize each party’s tax liability under the Contract, other than taxes imposed on the gross or net income of Supplier (which are the responsibility of Supplier). Supplier’s invoices will separately state (a) taxable and non-taxable charges and (b) sales/use tax due by jurisdiction.
14. Inspection. Buyer may inspect any Goods and Services ordered under the Contract during their manufacture, construction or preparation at reasonable times and shall have the right to inspect such Goods and Services at the time of their delivery and/or completion. Goods and/or Services furnished under the Contract may at any time be rejected for defects revealed by inspection or analysis even though such Goods and/or Services may have previously been inspected and accepted. Such rejected Goods and/or Services may, at Buyer’s option, be returned to Supplier for full refund to Buyer, including removal, shipping and transportation charges.
15. Compliance with Laws and Regulations. Supplier will comply with all federal, state and local tax laws and regulations applicable to its performance of the Contract. Supplier warrants that neither any of the Goods and Services provided to Buyer nor their manufacture, fabrication, construction, transportation, performance, or use shall violate or cause Buyer to be in violation of any international, federal, state or local law, code, ordinance, regulation, standard, rule, requirement or order. In the event of any conflict between the provisions of any laws, codes, ordinances, regulations, standards, rules, requirements or orders described in this Section, the more or most stringent provisions shall apply. Supplier shall promptly take, at its expense, all action necessary to make all Goods and Services comply with the applicable federal, state or local laws, codes, ordinances, regulations, rules, standards, requirements or orders after Supplier receives either from the applicable agency or from Buyer a notice that some violation exists with respect to the Goods and/or Services. If Supplier fails to promptly take such action, Buyer may take all such action at Supplier’s expense. Supplier shall also be liable for the payment of any penalties and/or fines imposed as a result of the failure of any Good or Service provided by or for Supplier to comply with all of the above requirements.