1 - DEFINITIONS
In these conditions:
(1) ‘Buyer’ means Amplify Marketing Incorporated.
(2) ‘Supplier’ means the addressee specified in the Order.
(3) ‘Order’ means the purchase order issued on the Buyer’s behalf and bearing the serial number shown thereon.
(4) ‘Goods’ means the finished goods described in the Order; ‘Services’ means the services described in the Order
(5) ‘Specification’ means the technical description (if any) of the Goods or Services given or referred to in the Order.
2 - ACCEPTANCE AND VARIATION OF CONDITIONS
(1) The Order is placed on these Conditions which shall override any other conditions stipulated or incorporated or referred to by the Supplier or in any course of dealing established between the Buyer and the Supplier. Subject to Clause 2 (3), no modification of these Conditions shall be effective unless in writing and signed by or on behalf of both the Buyer and the Supplier.
(2) The Buyer shall be entitled to vary the quantity, quality or design of the Goods or Services to a reasonable extent after acceptance by the Supplier and price and delivery shall be adjusted accordingly. Such variations shall be in writing and shall be duly signed on behalf of the Buyer.
(3) The price payable in respect of the Goods shall be no more than stated in the Order unless otherwise agreed in writing by the Buyer.
(4) The Buyer will not be liable for any Goods or Services supplied or work done without a Purchase Order. The number of this Order must be quoted on all documents and correspondence.
(5) The Buyer relies on the expertise of the Supplier where the Buyer has sought their advice or recommendations.
3 - INSPECTION AND DELIVERY
(1) All goods and services furnished hereunder will always be subject to inspection and test by the Buyer at any time or place and will be subject to the Buyer’s final inspection and approval within a reasonable time after delivery.
(2) The Goods, properly labelled and packed, and secured in such manner as to reach their destination in good condition, shall be delivered by and at the Supplier’s risk and expense to the place stated in the Order or such other place as may be agreed in writing by the Buyer and the Supplier.
(3) If requested by the Supplier, the Buyer will return any re-useable packing materials to the Supplier at the Supplier’s risk and expense.
(4) The Buyer reserves the right to cancel this Order or any part thereof without incurring any liability to the Supplier if the delivery is not made within the time specified in the Order. On such cancellation the Buyer shall be entitled;
(a) To return to the Supplier at the Supplier’s risk and expense and Goods already delivered hereunder which cannot be effectively and commercially used and to recover from the Supplier any monies paid by the Buyer in respect of such Goods.
(b) To receive from the Supplier any additional expenditure reasonably incurred by the Buyer in obtaining other goods in replacement of those in respect of which the contract has been terminated.
(4) Goods delivered in excess of the quantities specified in this Order may be accepted by the Buyer at its discretion, but if not so accepted will be returned by the Buyer at the risk and expense of the Supplier. Any storage charges in respect of the same will be the Supplier’s responsibility.
4 - OWNERSHIP
Ownership in Goods supplied by the Supplier hereunder shall pass to the Buyer on delivery or collection by the Buyer without prejudice to any right of rejection which may accrue to the Buyer under these conditions or under general law.
5 - PAYMENT
(1) Unless otherwise specified herein, no more than the price of the Goods stated under the purchase order, shall be payable, subject to approval on or before the last day of the calendar month following the month of delivery of the Goods (in accordance with clause 3 above).
(2) No carriage charges or charges for packing, boxing, crating, barrels, cases, containers or other packaging shall be payable by the Buyer unless otherwise agreed in writing by the Buyer and the Supplier.
(3) Should the Supplier deliver Goods prior to the date agreed or specified by the Buyer, the Buyer reserves the right to delay payment due to the due date arising under the contract.
(4) The Buyer shall be entitled to take advantage of any better terms offered by the Supplier in connection with the purchase of Goods whether relating to time for payment discounts or otherwise and the price or payment terms referred to herein shall be varied accordingly.
(5) It is a strict condition under each purchase order that the Supplier must submit all invoices for their services or goods provided within 180 days of supply or delivery and the Buyer will not recognise or settle charges received after this time.
6 - GOODS AND SERVICES
(1) The Goods or Services shall be provided with a high level of competence, conform as to quantity, quality and description with the particulars that are stated within the Order and be subject to the terms.
(2) The Goods or Services shall be provided pursuant with compliance to all laws, regulations, rules and orders of the united States at the time of delivery (whether or not such regulations are then in operation) and shall otherwise conform with the standards and regulations of any state or federal government body or other regulatory body specified in the Order and any relevant requirements of any statute.
(3) In the event the Buyer reasonably considers that any invoice submitted by Supplier is defective or relates to Goods supplied or Services performed otherwise than in accordance with Supplier’s obligations under the Agreement, the Buyer shall be entitled to withhold payment of the disputed amount (without prejudice to any other rights or remedies it may have) pending resolution of the dispute between the parties (each acting in good faith).
(4) You grant us a licence to use any intellectual property rights which arise from the Services, which you have supplied to us, to the extent required by us to carry on our ordinary business. That licence is non-exclusive, worldwide, perpetual and royalty-free.
(5) You indemnify us against any claims for infringement of any third party’s rights, excluding those related to any adaptations made by us, our delegates or any third party after the applicable warranty conditions of your work has expired, arising out of our proper use of any work resulting from the Services. You will also indemnify us against any costs and damages that we may incur in those infringement claims or any other related to the Supplier’s lack of compliance under all prevailing laws and these term and conditions.
7 - CONFIDENTIALITY AND PUBLICITY
(1) Supplier shall and shall procure that its employees and sub-contractors shall, keep confidential all information of a commercial or technical nature disclosed to Supplier by or on behalf of the Buyer for the purpose of the Agreement.
(2) Supplier shall not seek to acquire by this Agreement or any activity under it, or otherwise, nor represent in any way that it is entitled to any Intellectual Property belonging to the Buyer or any of its Clients or associates which shall remain the sole property of that party or its associates respectively
(3) Supplier will not at any time, within or outside of the term of this agreement, promote an association with The Buyer or any of its Clients or associates without the written permission of two of the owning Partners of the Buyer
(4) Supplier will not at any time, within or outside of the term of this agreement, use or approach any Clients or associates of the Buyer, either past or present, to use or seek rights to promote an association with the Buyer or any of its Clients or associates without the written permission of two of the owning Partners of the Buyer.
8 - RESPONSIBILITY FOR INFORMATION
Supplier shall be responsible for any errors or omissions in any drawings, calculations, packaging details or other particulars supplied by Supplier, whether such information has been approved by the Buyer or not, provided that such errors or omissions are not due to inaccurate information furnished in writing by the Buyer.
9 - ASSIGNMENT
1) Supplier’s rights and obligations under the Agreement may not be assigned in whole or in part without the prior written consent of the Buyer (acting in its sole discretion).
2) Nothing contained in this Order authorises the Supplier to enter into any contractual arrangement in the name of or on behalf of the Buyer.
10 - EXCUSABLE DELAY
Fires, floods strikes, wars, accidents, shortages, or other causes beyond the reasonable control of the parties, which prevent the Supplier from delivering or the Buyer from receiving any of the goods or services covered by the Buyer’s purchase order, shall suspend deliveries until the cause is removed, subject, however, to the Buyer’s right of termination for convenience under clause 15
11 - INDEMNITY
The Supplier confirms that all its employees are fully covered by Employers’ Liability insurance and hereby indemnifies the Buyer against any loss, damage, costs claim and expenses incurred or suffered by the Buyer in respect of any accident or injury suffered by any employee of the Supplier whilst engaged in carrying out any work under this Order. The Supplier also confirms that it carries Professional Indemnity Insurance at a level appropriate for its business. The Supplier undertakes that it will produce a copy of the policy relating to such insurance if requested by the Buyer.
12 - ETHICAL STANDARDS AND HUMAN RIGHTS
Unless otherwise required or prohibited by law, Supplier warrants to supply Goods or Services under the terms of the Agreement related to this clause.
13 - ANTI BRIBERY AND CORRUPTION REQUIREMENTS
The Buyer requires compliance with the highest ethical standards and all anti-corruption laws applicable in the county of Los Angeles, state of California or the United States (whether through a third party or otherwise).
14 - ENVIRONMENTAL POLICY
The Contractor shall perform the Services in accordance with the Buyer’s environmental policy, which is to conserve energy, water, wood, paper and other resources, reduce waste and phase out the use of ozone depleting substances and minimise the release of greenhouse gases, volatile organic compounds and other substances damaging to health and the environment.
15 - GDPR AND DATA SECURITY
The Buyer hereby warrants compliance with and prevailing laws for data security and personal information under GDPR applicable in the county of Los Angeles, state of California or the United States (whether through a third party or otherwise).
16 - TERMINATION BY THE BUYER
Without prejudice to any other rights the Buyer may have, the Buyer may cancel the Order if:
(a) The Supplier becomes insolvent or being a purchaser makes an arrangement or composition with its creditors or a petition is presented or resolution passed for an administration order to be made against the Supplier for its winding-up (other than for the purpose of amalgamation or reconstruction) or being an individual or partnership makes any composition or arrangement with his or their creditors or has a receiving order made against him or them.
(b) The Supplier ceases to trade in the ordinary course of business.
(c) the Buyer, at its convenience in whole or in part, at any time prior to the shipment of goods or the delivery of services by (written or electronic) notice to the Supplier.
(d) the Supplier shall promptly comply with the directions contained in such notice and shall, as required, take action necessary to terminate the work as provided in the notice, minimizing costs and liabilities for the terminated work and continue the performance of any part of the work not terminated by the Buyer.
17 - LAW
These conditions and all contracts made hereunder shall be governed by and construed in accordance with the laws of the State of California, U.S.A., except for its provisions regarding principals of conflicts of laws, and except to the extent that federal communications law may apply and the Supplier submits to the exclusive jurisdiction of the courts of Los Angeles, California, USA in either federal or state court as is appropriate and will maintain all the licences, permissions, consents and permits that it needs to lawfully carry out its obligations to the Buyer.