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TERMS AND CONDITIONS  

Purchase Order Terms and Conditions


1. Definitions


- Order: Refers to this purchase order and all attachments, exhibits, and referenced documents.

- Material: The goods and services covered by the Order.

- Seller: The person or corporation in whose name this Order is issued.


2. Document Complementarity


All documents in the Order are complementary to each other. Anything required by one document must be brought to the attention of the Purchaser.


3. Supersession and Waiver


The Order supersedes and replaces all prior agreements and understandings relating to the Material. The course of dealing between the Seller and the Purchaser shall not act as a waiver of any terms of the Order.


4. Acceptance of Order


Seller may accept the Order by:

- Commencing any work on the Material.

- Shipment of any Material.

- Written acknowledgment of the Order.


Acceptance is subject only to the terms and conditions contained in the Order. Any different or additional terms from the Seller are objected to by the Purchaser and are not binding unless agreed in writing.


5. Changes to Order


The Purchaser may make changes to the Order’s quantity, character, specifications, delivery, and other terms through a written change order signed by the same authority that signed the Order. Changes must be mutually agreed upon. Seller must provide a detailed, itemized statement of any change in price or delivery date within ten (10) days of receiving a change order. Seller must proceed with directed changes pending agreement on price or delivery adjustments.


6. Amendments


No amendments, substitutions, or changes to this Order are effective unless in writing and signed by the same authority that signed the Order.


7. Inspections and Tests


Seller must give Purchaser at least five (5) days’ notice and perform all regular production tests on the Material without additional charge. Purchaser and its representatives have the right to inspect any premises where work on the Material is conducted for quality assurance and to inspect the Material. These inspections do not constitute acceptance and do not relieve the Seller of its obligations under the Order.


8. Final Inspection and Acceptance


All Material is subject to final inspection and acceptance for a reasonable period after receipt by the Purchaser. Material can be rejected for non-compliance with the Order at any time before final inspection or within a reasonable time after if the nonconformity could not be detected by a reasonable inspection.


9. Time is of the Essence


Seller must answer questions about the production status and delivery date of the Material. Seller is not liable for delivery delays arising solely from uncontrollable and unforeseeable causes, provided Seller notifies Purchaser within fifteen (15) days and takes reasonable action to mitigate the delay.


10. Delivery Terms


All Material shall be delivered F.O.B. to locations specified in the Order, using carriers and routes designated by the Purchaser. Shipping costs and insurance are paid by Purchaser in advance of shipment. Original bills of lading must be included with each shipment, along with an itemized packing list containing the Purchaser’s order number, weight, description, and Seller’s count.


11. Invoices


All invoices must be submitted in duplicate and reference the Purchaser’s order number. Each invoice must include a copy of the bill of lading with freight charges and a copy of the paid freight bill.