These Purchase Order Terms & Conditions (these “Terms”) are issued by Galaxy Holdings, a TX LLC located at (the “Buyer”), and govern every purchase order (each, a “PO”) the Buyer issues to a supplier (the “Seller”). These Terms are effective as of and apply to each PO that references them.
A PO is the Buyer’s offer to purchase on these Terms. The Seller accepts a PO by acknowledging it in writing, by commencing performance, or by shipping any of the ordered goods, whichever occurs first. Acceptance is limited to these Terms; the Buyer objects to and rejects any additional or different terms in the Seller’s acknowledgment, quotation, invoice, or other document, which do not become part of the contract unless the Buyer agrees in a writing signed by its authorized representative. These Terms, together with the applicable PO, are the entire agreement for that order.
The prices stated in the PO are firm and include all charges except those the PO separately itemizes. No increase in price, or charge for packaging, transportation, storage, or taxes, is valid unless stated in the PO or agreed by the Buyer in writing. The Seller warrants that the prices are no less favorable than those it offers other customers for comparable goods in comparable quantities.
Time is of the essence. The Seller will deliver the goods or perform the services by the date and to the location stated in the PO, . The Seller will route shipments economically, mark packages with the PO number, and include a packing slip. Risk of loss and title pass to the Buyer on delivery and acceptance at the destination, unless the PO states otherwise. The Seller will promptly notify the Buyer of any anticipated delay; the Buyer may, without liability, cancel the affected portion of any late order.
All goods are subject to the Buyer’s inspection and testing before, during, and after delivery. Payment does not constitute acceptance. The Buyer may, within days of delivery, reject goods that do not conform to the PO, the specifications, or the warranties in Section 6. The Buyer may return rejected goods at the Seller’s risk and expense for full credit or replacement, at the Buyer’s option, and may charge the Seller for related inspection, handling, and transportation costs.
The Seller will invoice the Buyer after delivery and acceptance. The Buyer will pay correct, undisputed invoices on the following terms: . The payment period runs from the later of the Buyer’s receipt of a correct invoice or its acceptance of the goods. The Buyer may withhold payment for, and set off against amounts owed, any disputed or rejected goods. The Seller will pass through any applicable early-payment or volume discounts.
The Seller warrants that all goods and services will (a) conform to the PO, specifications, samples, and the Seller’s published descriptions; (b) be new, merchantable, and fit for the Buyer’s intended purpose made known to the Seller; (c) be free from defects in design, materials, and workmanship; (d) be free of liens and encumbrances; and (e) comply with all applicable laws and not infringe any third party’s intellectual property rights. These warranties run to the Buyer and its customers, survive inspection, acceptance, and payment, and continue for from acceptance.
The Seller will defend, indemnify, and hold harmless the Buyer and its customers from any claim, loss, or expense (including reasonable attorneys’ fees) arising from defective goods or services, the Seller’s negligence or willful misconduct, the Seller’s breach of these Terms, or any allegation that the goods or services infringe a third party’s rights.
The Buyer may cancel all or part of any PO for convenience on written notice, in which case the Buyer’s liability is limited to payment for conforming goods already delivered and accepted, plus reasonable, documented, non-cancelable costs the Seller incurred before notice, less any salvage value. The Buyer may cancel a PO immediately, without liability, if the Seller breaches these Terms, fails to deliver on time, or becomes insolvent.
The Seller will keep confidential all non-public information of the Buyer disclosed in connection with a PO and use it only to perform the order. The Seller will comply with all applicable laws, including those relating to labor, the environment, anti-bribery, and export control.
These Terms and each PO are governed by the laws of the State of TX, without regard to its conflict-of-laws rules, and exclude the U.N. Convention on Contracts for the International Sale of Goods. No modification or waiver is effective unless in writing and signed by the Buyer.
By accepting a PO that references these Terms, the Seller agrees to be bound by them. Where the Buyer requests a signed acknowledgment, an authorized representative of the Seller signs below.
Name: Michael Yuan
Title: General Manager
Date:
Name:
Title:
Company:
Date: