Terms & Conditions
1. This purchase order (“PO”) constitutes a binding contract between the entity or person named in the Purchased From box in this PO (“Vendor”) and Plastic Development Group LLC (“Buyer” and/or “PDG”) for the sale and purchase of the goods referenced in this PO (“Goods”).
2. THE PO NUMBER FROM THE END CUSTOMER (i.e. PDG’s customer) AND ALL OTHER INFORMATION REQUIRED BY THE VENDOR GUIDE MUST APPEAR ON THE BILL-OF-LADING, INVOICE, PACKING SLIP & SHIPPING CARTONS. THIS PO WILL BE CANCELLED ON THE DATE STATED HEREIN, UNLESS EXTENDED IN WRITING BY BUYER. LATE SHIPMENTS MAY BE REJECTED AT THE VENDOR’S EXPENSE AND WILL BE SUBJECT TO ALL REMEDIES AVAILABLE IN THIS PURCHASE ORDER AND AVAILABLE AT LAW. VENDOR HEREBY EXPRESSLY AGRESS TO BE FULLY RESPONSIBLE FOR ANY AND ALL CONSEQUENCES OF LATE SHIPMENTS AND AGREES TO FULLY INDEMNIFY AND HOLD BUYER HARMLESS FOR ANY AND ALL LOSSES, INCLUDING ATTORNEY FEES, SUSTAINED BY BUYER, INCLUDING ACTUAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES.
3. This PO may not be filled at higher prices than specified without Buyer’s prior written permission.
4. Buyer reserves the right to cancel this PO and reject the Goods, at Vendor’s sole cost, if this PO is not filled in accordance with the terms hereof or Buyer’s delivery schedule. Buyer reserves the right to return excess or defective Goods at Vendor’s sole cost.
5. A signed BILL-OF-LADING in duplicate must accompany Vendor’s invoice.
6. Goods must be packaged in agreed upon packs that meet PDG’s customer’s specifications, labeled with the manufacturer’s name, PDG item #, and UPC # and case pack UPC # (i.e. i2of5). No under runs allowed.
7. Packing slips must accompany all shipments
8. PDG reserves the right to inspect either at destination, source, or sub-contactor’s plant.
9. Goods not in accordance with specifications will be rejected and held awaiting disposal. Vendor must pay freight on all rejected material.
10. INVOICES must bear exact same prices and terms. Authorization for changes must be received from PDG in writing prior to shipping.
11. The right is reserved to cancel all or part of this order if not delivered within the time specified.
12. Back orders, if accepted must be shipped prepaid.
13. In the event of interruption of our business in whole or in part by reason of fire, flood, windstorm, earthquake, war, strike, embargo, acts of God, governmental action, or any causes beyond our control, PDG shall have the option of cancelling undelivered orders in whole or part.
14. Acceptance of this purchase order or shipment of any part of it will constitute agreement to all of its specifications as to terms, delivery, and process.
15. All dates are in mm/dd/yyyy format.
16. Vendor shall indemnify, defend (at Buyer’s sole option) and hold harmless Buyer and its affiliates and customers from any and all liabilities, damages, costs, expenses, penalties, claims and/or suits (whether actual or alleged), including, without limitation, attorneys’ and experts’ fees (including attorneys’ fees incurred in enforcing Buyer’s rights as a result of a breach of Vendor’s warranties or a term of this PO, arising from the:
(a) acts or omissions of Vendor or Vendor’s agents, (b) recall of the Goods, (c) personal injury or property damage resulting from the movement, use or consumption of the Goods, (d) breach of Vendor’s warranties or a term of this PO, or (e) infringement of a third party’s intellectual property or proprietary rights, including, but not limited to, trade names, trademarks, trade dress, trade secrets, patents and copyrights, in connection with the use, manufacture, distribution, advertising, use, sale or offer for sale of the Goods. Vendor shall have no right to limit its liabilities. Vendor acknowledges that this PO was negotiated and without this section Buyer would not have entered into this PO.
17. Vendor warrants that it has full and clear title, free of all liens and encumbrances whatsoever to the Goods and that the Goods are hereby sold and can be resold, advertised and used: (a) in full compliance with all contracts, laws, rules and regulations, including those governing the use of trade names, trademarks, trade dress, trade secrets, copyright and patents, and (b) in a manner which assures the safety of the representatives, patrons and customers of Buyer.
18. Vendor warrants that the Goods are in new, good and saleable condition. This PO is accepted under the terms and conditions set forth herein.
19. This PO is not intended to and shall not negate or replace any of, but shall supplement, the warranties, express or implied, provided by the Uniform Commercial Code, at law, or in equity.
20. Buyer does not accept back ordered Goods. Unless this PO is for the replenishment of previously received Goods, this PO shall be null and void if the Goods are on back order on the “Cancel if not shipped by” date on this PO.
21. Buyer shall have the right, without notice to the Vendor, to offset and/or deduct from any monies due to Vendor whether or not such monies are related to or not to this PO. Buyer shall also have the right, without notice to the Vendor, to offset and/or deduct from any monies due to Vendor all commissions, payments, fees and charges not expressly agreed upon in a writing signed by Vendor and Buyer and all amounts due in connection with Buyer’s right to receive indemnification from Vendor. Following Buyer’s receipt of any claim that may give rise to Buyer’s right to receive indemnification from Vendor, Buyer may withhold payment of all monies due to Vendor (or any portion thereof as determined by Buyer) until such claim is fully and finally resolved.
22. Title to and risk of loss of the Goods passes from Vendor to Buyer upon receipt of the Goods at the Buyer’s customer’s warehouse or other non-store location listed in this PO, or earlier if FOB origin. For shipments to PDG’s customer’s stores (e.g., drop shipments), title to and risk of loss of the Goods passes from Vendor to the company operating the store upon receipt at said store, or earlier if FOB origin.
23. Vendor further warrants that the Goods comply with California's Proposition 65 laws. Specifically, Vendor warrants the following phthalates shall not be present in any PVC or vinyl material at a concentration in excess of 0.1 % (also known as 1000 parts per million or 1,000 micrograms per gram): di-(2-ethylhexyl) phthalate (DEHP), dibutyl phthalate (DBP), benzyl butyl phthalate (BBP), diisononyl phthalate (DINP), diisodecyl phthalate (DIDP), or di-n-octyl phthalate (DnOP).
24. Unless required by court order, by subpoena, by applicable law or to transport the Goods, Vendor may not disclose to any third party the terms of this PO, including the price paid for the Goods.
25. All disputes arising under this PO or related to the Goods shall be settled in a court of competent jurisdiction located in Oakland County, Michigan, USA. The laws of the State of Michigan, USA shall govern all disputes. Vendor hereby irrevocably waives all objections to an inconvenient forum and lack of personal jurisdiction. The UN Convention on Contracts for the International Sale of Goods (CISG) will not apply to this PO.
26. Vendor, by accepting this PO, agrees to and accepts all of the terms and conditions of this PO. Vendor accepts the terms and conditions of this PO by doing any of the following: (a) signing this PO; (b) shipping any portion of the Goods referenced in this PO or otherwise fulfilling any portion of its obligations under this PO; (c) accepting any payment, in whole or in part, for the Goods, transportation of the Goods, or otherwise in connection with this PO or the Goods; or (d) by any other means of acceptance recognized at law or in equity.
27. AS AN INDUCEMENT FOR BUYER TO ENTER INTO THIS PO, VENDOR WARRANTS THAT IT HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS PO, WITHOUT MODIFICATION.