Purchase Order Terms & Conditions

By accepting the Purchase Order, or any part thereof, Supplier agrees to and accepts all terms and conditions of the Purchase Order. Unless otherwise specifically provided by a separate written agreement between PRC-Saltillo and Supplier, these terms and conditions shall govern with respect to the products identified in the Purchase Order:

1. PRICE: The order must be filled at the price stated in the Purchase Order. No extra charges of any kind will be incurred unless specifically agreed to in writing by PRC-Saltillo. If Supplier reduces its prices for products listed in the Purchase Order during the term of this Purchase Order, Supplier shall correspondingly reduce the prices of such products.

2. SHIPMENT & PACKAGING:All products must be packaged in the manner specified by PRC-Saltillo and shipped in the manner, route, and carrier designated by PRC-Saltillo. If PRC-Saltillo does not specify the manner in which the products must be packaged, Supplier shall package the products so as to avoid any damage in transit. If PRC-Saltillo does not specify the manner of shipment, route, or carrier, Supplier shall ship the products at the lowest possible rates. Supplier shall pay all packaging, shipping, and insurance costs unless otherwise agreed to in writing between PRC-Saltillo and Supplier.

 

3. DELIVERY: Supplier shall deliver the products to PRC-Saltillo at the address specified by PRC-Saltillo in the Purchase Order. In the event of Supplier’s failure to deliver as and when specified, PRC-Saltillo reserves the right to cancel the order, or any part thereof, without prejudice to its other rights, and Supplier agrees that PRC-Saltillo may return part, or all, of any shipment made and may charge Supplier with any loss, or expenses, sustained as a result of such failure to deliver.

 

4. INSPECTION: All products shall be received subject to PRC-Saltillo’s right of inspection and rejection of non-conforming or defective products. Any products rejected as a result of inspection will be held for Supplier’s inspection at Supplier’s risk and, if Supplier directs, will be returned at Supplier’s expense. Payment for products on PRC-Saltillo’s Purchase Orders prior to inspection shall not constitute an acceptance of products later received.

 

5. ORDER CHANGES. At all times PRC-Saltillo will have the right to make changes to this Purchase Order, including changes to quantities, methods of shipment or packaging, and delivery schedules or location of delivery. If any such changes cause an increase or decrease in the cost of or the time required for the fulfillment under this Purchase Order, an equitable adjustment will be made in the price or delivery schedule, or both. No substitutions, alterations, additions, or deletions are authorized to this Purchase Order without the written consent of PRC-Saltillo. Supplier will promptly notify PRC-Saltillo regarding proposed changes and PRC-Saltillo will respond promptly with either agreement or any additional proposed changes for Supplier’s acknowledgment.

 

6. INVOICES: Supplier shall invoice PRC-Saltillo at the time of shipment or within thirty (30) days of delivery of order. Individual invoices must be issued for each Purchase Order by either mailing to: 1022 Heyl Road, Wooster, OH 44691 or emailing to ap@prc-saltillo.com.

 

7. PAYMENT TERMS: Payment terms for all PRC-Saltillo Purchase Orders are net 30 days after receipt of the invoice, unless previously authorized, and may exclude any amounts disputed by PRC-Saltillo.

 

8. SUPPLIER’S REPRESENTATIONS & WARRANTIES. Supplier hereby covenants, warrants, and certifies that PRC-Saltillo will (a) receive good and valuable title to all products free and clear of all liens, encumbrances, security interests, and claims; (b) the products are of high quality, (c) the products are merchantable and fit for their particular purpose; and (d) the products do not violate any patent, trademark, copyright, or other intellectual property right.

 

9. TERMINATION:PRC-Saltillo may terminate all or any part of this Purchase Order at any time for by written notice to Supplier. Upon such termination, PRC-Saltillo's liability will be limited to reasonable termination charges mutually agreed by Supplier and PRC-Saltillo, provided that Supplier must specify any proposed charges in writing within fifteen (15) days after termination. This Purchase Order shall terminate automatically, without notice, if Supplier becomes insolvent or the subject of any proceeding under the laws relating to bankruptcy or the relief of debtors.

 

10. ORDER DISPUTES. Disputes related to this Purchase Order shall be handled expeditiously and in good faith by both parties. Supplier shall continue performing its obligations under the order notwithstanding any such dispute. Payment of an invoice is not evidence or admission that the goods or services meet the requirements of the order. PRC-Saltillo reserves the right to return goods at Supplier’s expense if the order is billed at a higher price than specified, or the goods or services are non-conforming, unless prior written approval for the modification has been obtained.

 

11. COMPLIANCE: Seller guarantees that the design and performance of all products being purchased conform to the requirements of applicable insurance, health, and safety regulations, including regulations administered by the Occupational Safety and Health Administration (OSHA); United States Food and Drug Administration (FDA); United States Environmental Protection Agency (EPA); Registration, Evaluation, Authorization, and Restriction of Chemicals (EU REACH); and Restriction of Hazardous Substances (RoHS).

 

12. LAWS & REGULATIONS.Supplier hereby covenants, warrants, guarantees and certifies to PRC-Saltillo that all goods and/or services supplied hereunder have been produced or provided in compliance with all applicable federal, state, and local laws and regulations, including Section 889 of the National Defense Authorization Act. If this Purchase Order exceeds $10,000.00, Supplier shall be subject to the FAR/DFAR Flow Down Provisions found at prc-saltillo.com/purchase-order-terms-and-conditions.

 

13. MUTUAL REPRESENTATIONS & WARRANTIES PRC-Saltillo and Supplier hereby represent and warrant to the other party that: (a) it is a duly organized corporation or limited liability company, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (b) it has full right, power and authority to enter into and perform all of its obligations under the Purchase Order; (c) it is in compliance with all applicable laws and contracts relating to the products and the operation of its business (including all loan covenants and other financing obligations to which it is subject); (d) it has obtained all licenses, authorizations, approvals, consents or permits required by applicable laws to conduct its business generally and to exercise its rights and perform its obligations under this Purchase Order; and (e) it is not insolvent and is paying all of its debts as they become due.

 

14. INDEMNIFICATION: Supplier shall indemnify PRC-Saltillo and its officers, directors, employees, agents and affiliates, and hold them harmless from and against any and all claims, liabilities, losses, damages and expenses, including reasonable attorneys’ fees, costs of investigation, court costs and expert witnesses’ fees, arising out of any claim related to this Purchase Order.

 

15. GOVERNING LAW. This Purchase Order shall be governed by and construed in accordance with the laws of the State of Ohio. The parties irrevocably agree to resolve any dispute or claim that arises out of or in connection with this Purchase Order in any state or federal court of general jurisdiction sitting in the State of Ohio, and they irrevocably submit to the jurisdiction of such court and waive any objection they may have to either the jurisdiction or venue of such court.

 

16. NO ASSIGNMENT. The rights and obligations of the parties hereto are not assignable by either party without the prior written consent of the other party, which may be withheld in such party’s sole and absolute discretion, except that PRC-Saltillo may assign its rights and obligations hereunder to any entity controlled by or under common control with PRC-Saltillo without Supplier’s

 

FAR/DFAR FLOW DOWN PROVISIONS

FOR SUBCONTRACTS & PURCHASE ORDERS

It is the responsibility of PRC-Saltillo who holds a United States Government Contract to comply with the Federal Acquisition Regulations (FAR) and the Department of Defense Federal Acquisition Regulations Supplement (DFARS). PRC-Saltillo is required to flow down certain FAR/DFAR clauses and provisions to subcontracts or purchase orders made for commercial items or services (as defined at FAR 2.101).  

All of the following clauses or provisions are incorporated herein by reference, with the same force and effect as if they were given in full text, and are applicable, including any notes following the clause citation, during the performance of all applicable subcontracts or purchase orders.

Full text of these clauses can be obtained from the following website: https://www.acquisition.gov/browse/index/far

THE FOLLOWING CLAUSES ARE APPLICABLE ONLY TO SUBCONTRACTS OR PURCHASE ORDERS FOR COMMERCIAL ITEMS OR SERVICES IF THEY EXCEED THE MICRO PURCHASE THRESHOLD OF $10,000.00:

52.203-13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C. 3509).

52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017).

52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (NOV 2021).

52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021).

52.219-8, Utilization of Small Business Concerns (OCT 2022).

52.222-21, Prohibition of Segregated Facilities (APR 2015).

52.222-26, Equal Opportunity (SEP 2015).

52.222-35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212).

52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C. 793).

52.222-37, Employment Reports on Veterans (JUN 2020) (38 U.S.C. 4212).

52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010).

52.222-50, Combating Trafficking in Persons (NOV 2021).

52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May2014) (41 U.S.C. 67).

52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (MAY 2014) (41 U.S.C. 67).

52.222-54, Employment Eligibility Verification (MAY 2022).

52.222-55, Minimum Wages Under Executive Order 13658 (JAN 2022).

52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2022).

52.225-26, Contractors Performing Private Security Functions Outside the United States (OCT 2016).

52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (JUN 2020) (42 U.S.C. 1792). 

52.232-40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801).

52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (NOV 2021) (46 U.S.C. 55305 and 10 U.S.C. 2631).

 

THE FOLLOWING CLAUSES ARE APPLICABLE ONLY AS INDICIATED BELOW:

52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C. 67). (Applicable if the subcontract is for services that are subject to the Service Contract Labor Standards).

52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a). (Applicable if the contractor will have access to a system of records containing personally identifiable information).

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