+1 (716) 308-2415

Get Started

Vendor T&Cs

EMPIRE–EMCO, INC. (“Buyer”)

PURCHASE ORDER TERMS AND CONDITIONS

  1. ACCEPTANCE – This purchase order (“Purchase Order”) constitutes Buyer’s offer to Seller, and is a binding contract on the terms and conditions set forth herein when it is accepted by Seller, and this Purchase Order shall be deemed accepted by Seller and shall become a binding contract on the terms and conditions set forth herein on the earlier of: (a) Buyer’s receipt from Seller of an acknowledgment of this Purchase Order, or (b) the commencement of performance by Seller. This Purchase Order does not constitute an acceptance by Buyer of any offer to sell, quotation or proposal. By acceptance of this Purchase Order, Seller agrees to be bound by and to comply with any and all of the terms and conditions contained herein. No term, condition, amendment or revision stated by Seller shall be binding upon Buyer if it is in conflict with, inconsistent with, different from, or in addition to, any of the terms and conditions contained herein, and any and all conflicting, inconsistent, different or additional terms or conditions are expressly rejected by Buyer and shall be null and void and of no effect.
  2. PRICE & TAXES – The prices specified in this Purchase Order shall not be subject to change without the prior written approval of Buyer. Seller’s total price shall be deemed to include all federal, state and local sales, use, excise, privilege, payroll, occupational and other taxes applicable to the articles furnished under this Purchase Order (“Articles), unless stated otherwise on the face of this Purchase Order. No extra charges of any kind will be paid to Seller by Buyer unless agreed to by Buyer in writing. If this Purchase Order is unpriced, Seller’s total price shall not be greater than that last charged or quoted, per Article, to Buyer by Seller. Seller agrees that any price reduction made by Seller for the Articles prior to the delivery of the Articles to Buyer will be applicable to this Purchase Order. In the event that Seller’s total price includes any tax applicable to the Articles and such tax, or any portion thereof, is hereafter refunded to Seller, upon receipt by Seller of such refund, Seller shall immediately pay Buyer the amount of such refund.
  3. DELIVERY – Delivery shall be in strict accordance with the delivery schedule set out or referred to in this Purchase Order, and time is of the essence with respect to delivery dates. Articles shipped in advance of such delivery schedule may, at Buyer’s option, be returned by Buyer to Seller at Seller’s sole expense. In the event that Seller does not comply with such delivery schedule, Buyer, in addition to remedies provided by law, may, at its option, approve a revised delivery schedule or may terminate this Purchase Order.
  4. TERMS – Discount terms, if any, are based upon the assumption that invoices will be received by Buyer from Seller within ten (10) days from date of shipment; otherwise the discount is to be calculated from the date the invoice is received by Buyer.
  5. SUBCONTRACTING – Seller may not subcontract this Purchase Order or any portion thereof without Buyer’s prior written approval.
  6. TITLE AND RISK OF LOSS – Both title to and risk of loss of the Articles shall pass to Buyer upon Buyer’s acceptance of the Articles after receipt of the Articles.
  7. PACKING AND SHIPMENT – Deliveries shall be made by the mode of transportation specified in this Purchase Order without additional charge for boxing, crating or storage. In the event that this Purchase Order does not specify the mode of transportation to be used, Seller shall ship the Articles by that mode which is least expensive and reasonable under the circumstances. In the event that the Seller fails to ship the Articles by the least expensive and reasonable mode, or as specified in this Purchase Order, as the case may be, Seller shall reimburse Buyer for any excess shipping charges paid by Buyer. Unless otherwise specified in this Purchase Order, the Articles shall be suitably packed to secure the lowest transportation cost in accordance with the requirements of common carriers. The Articles shall be described in bills of lading in accordance with the current national model of freight or uniform freight classification, whichever is Buyer’s order numbers and symbols and identification numbers shall be plainly marked on all invoices, packages, bills of lading and shipping orders. Packing lists shall accompany each box or package shipment showing Buyer’s order number, order symbol, item number and description materials. Buyer’s counts or weight shall be final and conclusive on shipments not accompanied by packing lists. Shipping receipts or bills of lading shall be sent to Buyer on the date the Articles are shipped. The Articles shall be packed to assure against damage from weather or transportation.
  8. INSPECTION – The Articles shall be subject to final inspection and acceptance by Buyer within a reasonable time after receipt at the designated destination, regardless of any prior payment. Buyer may reject, and not accept, any or all Articles that do not conform to the warranties set forth in this Purchase Order. Any Article so rejected may, at Buyer’s option, be returned to Seller, at Seller’s risk and expense and at full invoice price (plus applicable transportation charges both ways) and all of Buyer’s expenses relating to unpacking, inspecting, storing and repacking, or may be held by Buyer, at Seller’s risk and expense, for disposition by Buyer after notice to Seller.
  9. PAYMENT – Net payment for the Articles shall be thirty (30) days following receipt of such Articles at the destination designated by Buyer or thirty (30) days following receipt by Buyer of an appropriate invoice, whichever event occurs later. Buyer shall have the right to set off or recoup any present of future claims that Buyer may have against Seller against amounts due for payment by Buyer to Seller.
  10. WARRANTY – Seller represents, guarantees and warrants to Buyer that the Articles, material and/or services furnished under this Purchase Order will be free from defects in material and workmanship, will strictly conform to any and all applicable specifications, drawings, samples and/or descriptions furnished by Buyer, will be merchantable and fit for the use for which they are intended and to which they are normally put and for any special use(s) known by Seller to be contemplated by Buyer. If any Articles which do not conform to such warranty are identified by Buyer, Seller, at Buyer’s option, shall promptly repair or replace the nonconforming Articles.  Transportation of replacement Articles to Buyer, and return of nonconforming Articles to Seller, shall be at Seller’s expense.  Alternatively, Buyer may elect to return the non-conforming Articles to Seller at Seller’s expense and receive a refund of any monies paid to Seller for such nonconforming Articles.  All warranties shall run to Buyer and its customers. 
  11. CHANGES – Buyer may at any time by written order without prior notice make changes or additions to the general scope of this Purchase Order. If any such change causes an increase or decrease in the cost of or the time required for performance of this Purchase Order, Seller shall notify Buyer in writing immediately and an equitable adjustment will be made in the price or time of performance, or both, by written modification with thirty (30) days after Seller’s receipt of notice of the change or within such other period as may be agreed on in writing by Buyer and Seller. Nothing herein shall excuse Seller from proceeding with this Purchase order as changed.
  12. ASSIGNMENT – The assignment of any right, title or interest in this Purchase Order without the written consent of Buyer shall be wholly void and totally ineffective, except that Seller may, with the written consent of Buyer, assign claims for money due or to become due hereunder to a bank or other financial institution. Buyer and Seller also agree that neither shall delegate any obligation which they have under this Purchase Order without the written consent of the other party and any attempted delegation without written consent shall be null and void. Any assignment consented to shall provide that payment to any assignee of such claims shall be subject to set off or recoupment for any present or future claims that Buyer may have against Seller and shall be valid only after Seller has supplied Buyer with a properly executed copy of the assignment.
  13. INDEMNITY –Seller shall indemnify, defend and hold harmless Buyer and its customers from and against any and all costs, losses, damages, claims, causes of action, demands, fines, liabilities and/or expenses (including, without limitation, attorney’s fees and expenses) sustained by Buyer or any of its customers and from and against all claims asserted against Buyer or any of its customers by Seller or any other party arising from or with respect to any Article including, without limitation, (a) any Article which does not conform to the warranties set forth herein, (b) any act or omission to act of Seller or any of its officers, employees, subcontractors or agents, (c) any breach by Seller of any of the covenants, terms or conditions of this Purchase Order, or (d) any action by a third party that is based upon a claim that an Articles infringes or otherwise violates the intellectual property rights of any person or entity.
  14. TERMINATION FOR DEFAULT – Buyer may terminate this Purchase Order or any part hereof by written notice to Seller if (a) Seller fails to make any delivery or perform any services in accordance with the specified delivery date or otherwise fails to comply in any way with this Purchase Order; (b) Seller fails to make progress to such an extent that performance hereto is endangered; (c) any proceeding is filed by or against Seller in bankruptcy or insolvency; or (d) any judgment or tax lien or warrant is entered against Seller. In the event that one or more of the aforementioned events occur, Buyer, in addition to remedies provided by law, may, at its option, purchase substitute Articles elsewhere and Seller shall be liable to Buyer for any excess cost thereby incurred by Buyer.
  15. TERMINATION FOR CONVENIENCE – Buyer may at any time by written notice to Seller terminate this Purchase Order or any part thereof at its convenience and for reasons other than default as contemplated by Paragraph 14 hereof. Upon such termination, Buyer shall have no liability to Seller for anticipated profits and/or overhead and/or loss on resale.
  16. COMPLIANCE WITH LAWS AND REGULATIONS – Seller agrees that the Articles will be produced and delivered, and all work hereunder will be performed, in accordance with any and all applicable federal and State statutes, laws, rules, regulations, and ordinances.
  17. INSURANCE – Seller agrees, if and when requested by Buyer, to procure and furnish satisfactory evidence of a policy or policies of insurance in form, coverages and amounts  satisfactory to Buyer insuring all property on Seller’s premises in which Buyer has a property (special property) interest against loss or damage resulting from fire (including extended coverage), malicious mischief and vandalism, and further to promptly procure and furnish satisfactory evidence of contractual liability insurance coverage insuring Seller’s obligation to Buyer under Paragraphs 13 and 16 of this Purchase Order.
  18. MERCHANT Seller hereby acknowledges that it is a merchant as such term is defined in the Uniform Commercial Code.
  19. CHOICE OF LAW – This Purchase Order shall be governed by and construed in accordance with the laws of the State of New York without reference to principles of conflicts of laws. Any action to enforce, arising out of, or relating in any way to, any of the provisions of this Purchase Order shall be brought and prosecuted exclusively in a state or federal court located in Buffalo, New York or the Western District of New York, and Seller and Buyer consent to such exclusive jurisdiction and venue, and waive any right to object thereto.
  20. EXPENSES – If Buyer pursues any legal action to enforce any of its rights, Buyer shall be entitled to recover from Seller all reasonable attorneys’ fees and all other costs and expenses incurred by Buyer in connection with such action.
  21. COURSE OF PERFORMANCE. COURSE OF DEALING AND USAGE OF TRADE – In construing this Purchase Order, parole evidence of course of performance, the course of dealing or usage of trade shall not be permitted.
  22. ENTIRE AGREEMENT – This Purchase Order, with such documents as may be expressly incorporated herein by reference, is intended by Buyer and Seller as a final and entire expression of their agreement with respect to the subject matter herein and is intended also as a complete and exclusive statement of the Parties regarding the subject matter herein, and integrates, merges, and supersedes all prior and contemporaneous offers, negotiations and agreements concerning the subject matter herein, whether written or oral.
  23. SEVERABILITY – If any part of this Purchase Order is found by a court of competent jurisdiction to be void and unenforceable, the remainder of this Purchase Order shall remain in full force and effect.
  24. MODIFICATION – This Purchase Order may not be discharged, changed, amended or modified in any manner except by an instrument in writing signed by Buyer and Seller.
  25. WAIVER – The failure of Buyer to enforce at any time the provision of this Purchase Order shall in no way be construed to be a waiver by Buyer of such provision, nor in any way to affect the validity of this Purchase Order or any part thereof or the right of Buyer thereafter to enforce each and every such provision. No waiver by Buyer of any breach of this Purchase Order shall be held to be a waiver of any other or subsequent breach.
  26. REMEDIES – The exercise of any right or remedy provided herein shall be without prejudice to the exercise of any other right or remedy provided herein or by law.