TERMS AND CONDITIONS OF PURCHASE
These Terms and Conditions of Purchase (“Terms”) govern the purchase of goods and/or services (collectively, the “Products”) by Risen Water, LLC (“Buyer”) from the seller, supplier, or vendor identified on the applicable purchase order (“Seller”). Acceptance of any purchase order issued by Buyer constitutes Seller’s agreement to these Terms.
1. Acceptance and Priority of Terms
Buyer’s purchase order (“PO”) is expressly limited to these Terms. Any additional or different terms proposed by Seller are rejected unless expressly agreed to in a written document signed by an authorized representative of Buyer. Seller’s acceptance may occur by written confirmation, commencement of performance, or shipment of Products.
2. Scope of Purchase
Seller shall provide only the Products expressly stated in the PO. No substitutions, additional charges, or changes are permitted without Buyer’s prior written approval.
3. Pricing
Prices stated in the PO are firm and include all packaging, handling, and compliance costs unless otherwise stated. Seller warrants that prices are no less favorable than those offered to any other customer for similar quantities and terms.
4. Payment
Unless otherwise stated in the PO, payment terms are Net thirty (30) days from the later of delivery or receipt of a correct invoice. Buyer may withhold payment for nonconforming Products without penalty.
5. Delivery, Title, and Risk of Loss
Delivery shall be F.O.B. Buyer’s designated delivery location unless otherwise stated. Title and risk of loss pass to Buyer upon acceptance of conforming Products. Time is of the essence.
6. Inspection and Acceptance
Buyer may inspect Products upon delivery. Products are not deemed accepted until Buyer has had a reasonable opportunity to inspect and verify conformity. Buyer may reject nonconforming Products at Seller’s expense.
7. Warranties
Seller warrants that all Products shall (a) conform to specifications, drawings, and descriptions; (b) be new and free from defects in material and workmanship; (c) be merchantable and fit for their intended purpose; and (d) comply with all applicable laws and regulations. These warranties are in addition to any manufacturer warranties and survive acceptance and payment.
8. Compliance with Laws
Seller shall comply with all applicable federal, state, and local laws, regulations, and safety standards relating to the manufacture, sale, and delivery of the Products.
9. Indemnification
Seller shall defend, indemnify, and hold harmless Buyer, its officers, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to Seller’s breach of these Terms, negligence, willful misconduct, or violation of law.
10. Limitation of Liability
IN NO EVENT SHALL BUYER BE LIABLE TO SELLER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, INCLUDING LOST PROFITS. BUYER’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO ANY PO SHALL NOT EXCEED THE AMOUNT PAID BY BUYER TO SELLER UNDER THE APPLICABLE PO.
11. Insurance
Seller shall maintain commercially reasonable insurance coverage, including general liability and workers’ compensation, and provide evidence of such coverage upon request.
12. Termination
Buyer may terminate any PO, in whole or in part, for convenience or cause upon written notice. Seller shall be entitled only to payment for conforming Products delivered and accepted prior to termination.
13. Confidentiality
Any non-public information disclosed by Buyer is confidential and shall not be disclosed or used except to fulfill the PO.
14. Governing Law
These Terms shall be governed by the laws of the State of Georgia, without regard to conflict-of-laws principles.
15. Entire Agreement
These Terms, together with the applicable PO, constitute the entire agreement between Buyer and Seller and supersede all prior agreements or understandings.
BUYER: Risen Water, LLC P.O. Box 3095
Peachtree City, GA 30269
SELLER: ____________________________
Authorized Signature: _____________________________
Name/Title:___________________________
Date:__________________________________________