GENERAL TERMS AND CONDITIONS
Effective Date: August 12, 2020
1. General
This Purchase Order (“P.O.”) is an offer by Sterling Site Access Solutions, LLC or an affiliated entity (“Sterling” or “Buyer”) to the seller listed on the P.O. (“Seller”). Acceptance is limited to its provisions without modification. Buyer will not be responsible for goods or services delivered without an official Sterling Purchase Order. Issuance of a Purchase Order constitutes acceptance by Seller.
2. Acceptance
Acceptance occurs by delivering goods or services by the specified delivery date.
This P.O. is limited to terms: (i) stated herein; (ii) on the face of the P.O.; and (iii) if applicable, in a written agreement with Seller.
Buyer’s acceptance of goods or services does not:
Waive Buyer’s right to cancel/return non-conforming goods or services.
Bind Buyer to accept future shipments.
Limit Buyer’s right to claim damages for breach of warranty.
All purchases are subject to inspection and rejection, even after prior payment.
3. Entire Agreement
This P.O. represents the full agreement between Buyer and Seller and supersedes all prior understandings. It may be amended only in writing signed by both Parties.
4. Cancellation & Termination
Buyer may terminate all or part of a P.O. before shipment by written notice.
Buyer may return non-conforming goods at Seller’s expense and pursue legal remedies.
5. Compliance with Laws
Seller warrants compliance with all applicable laws, codes, regulations, and industry standards. Seller provides all warranties under the Uniform Commercial Code.
6. Title
Seller warrants that title transferred to Buyer will be good, merchantable, and free of liens or encumbrances.
7. Indemnification & Hold Harmless
Seller agrees to indemnify and defend Buyer, its affiliates, officers, directors, employees, and agents against losses, damages, or claims arising from:
Defective goods or negligent services.
Seller’s breach or negligent acts.
Injury to employees of Seller, Buyer, or customers during performance.
Use of Seller’s vehicles or equipment.
Intellectual property infringement claims.
If infringement occurs, Seller must, at its expense:
Procure Buyer’s right to continue using goods/services;
Replace or modify them to be non-infringing; or
Terminate Buyer’s right to use and refund amounts paid.
This indemnity survives delivery, acceptance, and termination.
8. Price & Taxes
Price is as stated on the P.O.
Price includes applicable taxes, freight, packaging, handling, and insurance unless otherwise stated.
Taxes imposed on Seller must be separately listed on invoices.
9. Invoices & Payments
Seller must issue a separate invoice per shipment and send to ap@sterlingsolutions.com.
Invoices must include: (i) P.O. number; (ii) Buyer’s part numbers; (iii) quantities shipped/services performed.
Buyer pays undisputed amounts per P.O. terms upon receipt and acceptance.
Delays in delivery, acceptance, or invoice accuracy justify withholding payment.
10. Delivery
Unless otherwise specified, deliveries are F.O.B. Destination and must arrive by the stated delivery date.
11. Quantities
Quantities cannot be changed without Buyer’s written approval. Buyer may reject excess or short shipments at Seller’s expense.
12. Packaging & Shipping
Containers must ensure safe arrival, minimize costs, meet carrier requirements, and comply with laws.
Packages must clearly display P.O. number, ship date, and consignee/consigner.
Each container must include an itemized packing list.
13. Warranties
Seller warrants goods/services will:
Be free from infringement of third-party rights.
Be free from defects in material and workmanship.
Be of merchantable quality and fit for intended purposes.
Be new, not refurbished.
Conform to all specifications, designs, drawings, and standards referenced in the P.O.
14. Inspection
Buyer may inspect/test goods/services at any time, including during production. Defective or non-conforming goods/services may be rejected even after prior acceptance. Buyer may require Seller to repair, replace, or refund costs at Seller’s expense.
15. Right to Cover
If Seller fails to deliver, repudiates, or if Buyer rightfully rejects, Buyer may cancel and “cover” by procuring substitute goods/services. Damages may be claimed in addition to refunds.
16. Limitation of Liability
Buyer’s liability to Seller will not exceed the contract price. Buyer is not liable for consequential, incidental, or special damages.
17. Confidential Information
All Buyer confidential information (business plans, pricing, processes, customer data, etc.) remains Buyer’s property and must be returned or accounted for at completion or upon request.
18. Force Majeure
Buyer is excused from accepting shipments/services if prevented by events beyond reasonable control (fire, flood, strikes, pandemics, government regulation, etc.). Quantities may be reduced or schedules extended accordingly.
19. Waiver
A waiver of any term or default does not constitute a waiver of any other term or default.
20. Governing Law
This P.O. is governed by the laws of the state where goods or services are delivered. Terms defined in the UCC of that state apply.
21. Attorney Fees
Buyer is entitled to reimbursement of attorney fees and costs in disputes related to the P.O.
22. Electronic Transmission
The Parties agree that the P.O. may be transmitted and accepted electronically.
23. Work on Buyer or Customer Premises
Seller must comply with Buyer’s or Buyer’s customer’s site rules.
Seller must indemnify Buyer and its customers for liabilities arising from work on premises.
Seller must maintain appropriate insurance (workers’ comp, liability, auto, etc.) and provide certificates naming Buyer as additional insured.
24. Miscellaneous
Seller may not assign this P.O. or delegate duties without Buyer’s consent.
Each Party remains an independent contractor.
This P.O. benefits only the Parties and their successors/approved assigns.