Purchase Order Terms and Conditions
Maverik, Inc.
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Standard Purchase Order Terms and Conditions Agreement documents: Maverik, Inc., together with any of its current or future affiliates designated in writing by Maverik as a party hereto, shall be hereinafter referred to as the (“Maverik”). For purposes of this PO, Kum & Go, L.C., an Iowa limited liability company, is hereby designated by Maverik as an affiliate. Upon acceptance of a PO and/or shipment of products to or commencement of a service for Maverik, Supplier agrees to be bound by the provisions of this PO, whether Supplier acknowledges or otherwise signs this PO. In the event Supplier wishes to object to the terms of a PO which the Supplier has not already expressly acknowledged and/or consented to, Supplier must do so in writing prior to shipping products or commencing services, as the shipping of Products or providing of services shall be evidence of agreement to the terms of this PO. This PO may not be added to, modified, superseded nor otherwise altered, except by writing signed by an authorized Maverik representative. Any terms or conditions contained in any acknowledgment, invoice or other communication of Supplier, which are inconsistent with the terms and conditions herein, are hereby rejected. To the extent that this PO might be treated as an acceptance of Supplier’s prior offer, such acceptance is expressly made on condition of assent by Supplier to the terms hereof and shipment of the products or beginning performance of any services by Seller shall constitute such assent.
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Nonexclusive agreement: This is not an exclusive agreement. Maverik is free to engage others to provide Products the same as or similar to Supplier’s.
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Entire Agreement: Except if this PO is issued in connection with another agreement signed by the parties to which this PO relates (hereinafter referred to as the “Master Agreement”), this PO and any attachments are the sole and exclusive agreement of Maverik and Supplier for the products and services in this PO (“Products”). If this PO is issued in connection with a Master Agreement executed between the parties, then, in the event of any conflict, the terms of the Master Agreement shall control.
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Price/taxes: If price is not stated in this PO or a procurement agreement, the price will be Supplier’s lowest prevailing market price. Supplier is responsible for and will pay all sales, use, and similar taxes. If Maverik provides a direct pay certificate, certification of an exemption from Tax, or reduced rate of Tax imposed by an applicable taxing authority, then Supplier agrees not to invoice, nor pay, any such Tax unless and until the applicable taxing authority assesses such Tax, at which time Supplier shall invoice and Maverik agrees to pay any such Tax that is legally owed.
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Invoicing information: Supplier shall invoice Maverik only for products delivered and all services actually performed. Each invoice submitted by Supplier must be provided to Maverik within ninety (90) days of completion of the services or delivery of products and must reference the applicable PO, and Maverik reserves the right to return all incorrect invoices. Maverik will receive a 2% discount of the invoiced amount for all invoices that are submitted more than ninety (90) days after completion of the services or delivery of the products. Seller will receive no royalty or other remuneration on the production or distribution of any products developed by Maverik or Supplier in connection with or based on the products or services provided.
- Send invoices directly to the Bill To: address stated on the front of this PO. DO NOT send invoices to the SHIP TO address.
- Invoice each PO separately, referencing the PO number on the invoice. Invoices submitted without a valid PO number will be returned without processing.
- Invoice only for items shipped - DO NOT invoice for back orders.
- Include your complete remit-to name and address on all invoices.
- If your PO requires a firm discount, your invoice must identify the discount or state that prices reflect the discount.
- Please send only one copy of your invoice.
- On all invoices, state the payment terms specified on our PO.
- Provide the following level of itemization on all invoices:
Invoice for Item | 1) Unit Price |
2) Number of units purchased/shipped | |
3) Description of items (model, size, color, etc.) | |
Invoice for Service provided at an hourly rate | 1) Number of hours used to perform the service |
2) Hourly rate charged | |
3) Complete description of service provided | |
Invoice for Service provided for a fee (non-hourly basis) | 1) Time frame service was performed (e.g., for period September 1-15, etc.) |
2) Fee charged | |
3) Complete description of service provided |
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Terms of payment and acceptance: As full consideration for the performance of the services, delivery of the products and the assignment of rights to Maverik as provided herein, Maverik shall pay Supplier the amount agreed upon and specified in the applicable PO. Applicable taxes and other charges such as shipping costs, duties, customs, tariffs, imposts and government imposed surcharges shall be stated separately on Supplier’s invoice. Supplier is responsible for and will pay all sales, use, and similar taxes. Payment is made when Maverik’s check is mailed. The terms of payment are net thirty (30) days, after receipt of Supplier’s valid invoice or after receipt of the products or services, whichever is later. Payment will not be deemed acceptance of products or services, and such products or services will be subject to inspection, and rejection. At Maverik’s option, Maverik may reject Products that do not comply with Maverik’s acceptance, criteria for a refund, or require Supplier to repair or replace such products or re-perform such services without charge and in a timely manner.
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Time is of the essence: Time is of the essences in the performance of obligations of Supplier under this PO, and performance of services shall be commenced and completed pursuant to the schedule on the PO. Delivery of products shall be made pursuant to the schedule, via the carrier and to the place specified on the PO. Supplier shall promptly notify Maverik if it is unable to timely perform the services or deliver the products. If no delivery schedule is specified, the order shall be filled promptly and delivery will be made by the most expeditious form of land transportation. If no method of shipment is specified in the purchase order, Supplier shall use the least expensive carrier. In the event Supplier fails to deliver the products within the time specified, Maverik may, at its option, decline to accept the services and terminate the PO or may demand its allocable fair share of Supplier’s available products and terminate the balance of the PO. Supplier shall package all items in suitable containers to permit safe transportation and handling. Each delivered container must be labeled and marked to identify contents without opening and all boxes and packages must contain packing sheets listing contents. Maverik’s PO number must appear on all shipping containers, packing slips, delivery tickets and bills of lading.
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Identification, risk of loss & destruction of products: Supplier assumes all risk of loss until receipt by Maverik. Title to the products shall pass to Maverik upon receipt of the products at the designated destination. If the products ordered are destroyed prior to title passing to Maverik, Maverik may at its option cancel the PO or require delivery of substitute products of equal quantity and quality. Such delivery will be made as soon as commercially practicable. If loss of products is partial, Maverik shall have the right to require delivery of the products not destroyed.
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Offsets: To the extent that Maverik is at any time owed any amounts from the Supplier, including on any invoices as provided herein, Maverik may set off (“Offset”) any such amount (without recourse by Supplier) against any undisputed amounts owed by Maverik to Supplier or by Maverik’s distributors to Supplier for and on behalf of the account of Maverik, from time to time, and any such Offset to be accomplished by written notice of the same to Supplier.
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Termination: This PO may be terminated by Maverik for its convenience at any time with or without cause. If Maverik terminates without cause, Maverik will pay Supplier for Supplier’s actual and reasonable expenses for work pursuant to a PO that has been satisfactorily completed as of the date of termination, but in no event will such payment exceed the agreed upon prices less appropriate offsets, including any additional costs to be incurred by Maverik in completing any services.
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Imports: For products that will be imported in from any other country, Supplier will comply with all import laws and administrative requirements, including the payment of all associated duties, taxes and fees.
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Packages/transportation: Supplier will: (i) comply with all country of origin marking instructions and all instructions for exports to Maverik; (ii) comply with all packaging and labeling requirements set out in this PO; (iii) not use premium transportation unless specifically authorized by Maverik; (iv) not include more than one daily shipment for one destination on one bill of lading; and (v) not declare a value or purchase additional insurance on all F.O.B. Origin shipments to Maverik.
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Hazardous Materials: If products include hazardous materials, Supplier represents and warrants that Supplier understands the nature of any hazards associated with the manufacture, handling and transportation of such hazardous materials.
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Products recall: Supplier shall promptly notify Maverik in writing and fully assist Maverik to implement any recall of the Products, whether such recall is due to defects or potential defects of the Products or its packaging, or for any other cause or reason of any nature, including the procedures for handling the recall, the disposition of recalled Products or the packaging, and all other considerations involved in such a recall. All costs and expenses of the recall shall be paid for Supplier.
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Notices: Except for PO’s, changes to PO’s, and communications regarding PO’s which may be sent by email, local mail, or electronically transmitted, all other notices and other communications identified by Maverik shall be in writing, and shall be addressed to Supplier at any of the addresses provided by Supplier or to Maverik at the addresses provided by Maverik or on the PO, and shall be considered given when (a) delivered personally, (b) sent by confirmed facsimile, (c) sent by commercial overnight courier with written verification receipt, or (d) postage prepaid, by first class or certified mail.
All legal notices, including but not limited to any legal notices regarding any default by any party, court orders, legal proceedings, claims, shall also be sent to the persons identified above with a copy to: Maverik, Inc., Attn: Legal Department, 185 South State St., Ste. 800, Salt Lake City, Utah 84111.
- Warranties: Supplier warrants that: (i) it has the right to enter into this PO, and it will comply at its own expense with the terms of any contract, obligation, law, regulation, or ordinance to which it is or becomes subject; (ii) no claim, lien, or action exists or is threatened against Supplier that would interfere with Maverik’s rights under this PO.
For products, Supplier represents and warrants that: (iii) products do not infringe any privacy, publicity, reputation or intellectual property right of a third party;(iv) products are free from defects in design except based solely upon written designs required by Maverik unless such designs are based entirely on Supplier’s specifications; (v) (A) products will conform to Suppliers’, Supplier manufacturers’, and PO warranties, specifications and requirements, and (B) from the date of shipment, products will be free from defects in material and workmanship for fifteen (15) months from the date of delivery or the time period specified in this PO and Supplier’s and Supplier manufacturers’ standard warranty term, whichever if longer unless a shorter period is approved by Maverik; (vi) products are safe for use consistent with and will comply with the warranties, specifications and requirements of this PO; and (vii) products are new and do not contain used, reconditioned or refurbished parts unless Maverik agrees otherwise in writing. If Maverik identifies a warranty problem with the products during the warranty period, Maverik will promptly notify Seller of such problems and will return the products to Supplier, at Supplier’s expense. Within ten (10) business days of receipt of the returned products or a longer period if approved by Maverik, Supplier shall, at Maverik’s option, either repair or replace such products, or credit Maverik’s account for the same. Replacement and repaired products shall be warranted for the remainder of the warranty period or six (6) months, whichever is longer.
(a) For services, Supplier represents and warrants that: (i) all services shall be completed in a professional, workmanlike manner, with the degree of skill and care that is required by current, good and sound professional procedures, and in accordance with all applicable laws. Further, Seller represents and warrants that the Services shall be completed in accordance with applicable specifications and shall be correct and appropriate for the purposes contemplated in this Agreement. Seller represents and warrants that the performance of Services under this Agreement will not conflict with, or be prohibited in any way by, any other agreement or statutory restriction to which Seller is bound.
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Inspection: Maverik shall have a reasonable time after receipt of products or service deliverables and before payment to inspect them for conformity hereto, and products received prior to inspection shall not be deemed accepted until Maverik has run an adequate test to determine whether the products conform to the specifications hereof. Use of a portion of the products for the purpose of testing shall not constitute an acceptance of the products. If products tendered do not wholly conform to the provisions hereof, Maverik shall have the right to reject such products. At Maverik’s option, nonconforming products may be returned to Supplier freight collect and risk of loss will pass to Supplier upon Maverik’s delivery to the common carrier.
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Intellectual property and other indemnifications: Supplier grants Maverik all rights and licenses necessary for Maverik to use, transfer, pass-through, and sell the Products and to exercise the rights granted under this PO. Supplier agrees to defend, hold harmless, and indemnify Maverik from any claim that any Product infringes any intellectual property rights or any claim arising from the failure of Supplier to comply with its warranties and obligations under this PO. If a claim of infringement is made, Supplier will, at its own expense, exercise the first of the following remedies that is practicable: (i) obtain for Maverik the rights granted under this PO; (ii) modify the Product so it is non-infringing and in compliance with this PO; (iii) replace the Product with non-infringing ones that comply with this PO; or (iv) accept the return or cancellation of the infringing Product and refund any amount paid. Maverik may return non-conforming Products to Supplier at Supplier’s expense. Supplier agrees to pay or reimburse all costs that may be incurred by Maverik in enforcing this indemnity, including attorneys’ fees.
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Insurance Requirement; Proof of Insurance: If required and set forth on the PO, Supplier shall obtain, maintain, and provide, at Supplier’s sole cost and expense, proof of commercial general liability insurance (“CGL”), automobile liability insurance and workers’ compensation coverage in the amounts that are reasonably required by Maverik and which comply with the Insurance Requirements provided by Maverik to Supplier. The validity of this PO is dependent upon your meeting the insurance requirements.
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Indemnification: Except as may result by reason and only to the extent of Maverik or its employees’ negligence or intentional wrongful act, Supplier shall indemnify, defend, and hold Maverik, its officers, directors, owners, shareholders, employees and agents harmless from and against all liabilities, obligations, claims, suits, damages, penalties, causes of action, costs and expenses of any nature whatsoever, including reasonable attorneys’ fees and costs, (collectively “Claims”) incurred by, imposed upon or asserted against Maverik by reason of any actions of Supplier, its employees or agents, any injury to or death of persons or loss of or damage to property occurring in connection with any failure on the part of the Supplier to comply with any of the terms of this PO, or performance of any labor or services or the furnishing of any Products.
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Limitation of liability: EXCEPT FOR AMOUNTS DUE AND PAYABLE BY MAVERIK TO VENDOR AS PROVIDED HEREIN OR FOR PURCHASE OF THE PRODUCTS, IN NO EVENT SHALL MAVERIK OR ANY OF ITS OFFICERS, OWNERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES BE LIABLE TO VENDOR, OR ANY OTHER PERSON OR ENTITY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO CLAIMS FOR LOST PROFITS OR BENEFIT OF THE BARGAIN DAMAGES, OR LOSS OF GOODWILL IN ANY WAY RELATING TO THIS AGREEMENT.
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Assignment: Supplier will not assign its rights nor subcontract its duties without Maverik’s prior consent. Any unauthorized assignment is void.
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Governing law and venue: The laws of the State of Utah, excluding the rules of conflicts of law, shall govern this Agreement and all matters arising out of or related to this Agreement. The parties hereby submit to the jurisdiction of the state or federal courts located in Salt Lake County, Utah. Each party expressly agrees that it is subject to the jurisdiction and venue of those courts for purposes of such litigation. Each party hereby waives and covenants not to assert any claim that is not subject to personal jurisdiction in those courts or that venue in those courts is for any reason improper, inconvenient, prejudicial or otherwise inappropriate (including, without limitation, any claim under the judicial doctrine of forum non conveniens).
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Prevailing party: In any dispute between VENDOR and MAVERIK, whether or not resulting in litigation, the prevailing party shall be entitled to recover from the other party all reasonable costs incurred in such action, including, without limitation, reasonable attorneys’ fees, court costs and other collection costs and expenses.
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Notification of debarment/suspension: By acceptance of this PO either in writing or by performance, Supplier certifies that as of the date of award of this PO neither Supplier, nor any of Supplier’s principals, is debarred, suspended, or proposed for debarment by the Federal Government or any State Government. Further, Supplier shall provide immediate written notice to Maverik in the event that during the performance of this PO Supplier or any of Supplier’s principals is debarred, suspended, or proposed for debarment by the Federal Government or any State Government.