STANDARD TERMS AND CONDITIONS FOR PURCHASE ORDERS
Summit Line Construction, Inc.
These Standard Terms and Conditions (“Terms”) apply to all Purchase Orders (“PO”) issued by Summit Line Construction, Inc. (“Buyer”) to any vendor, supplier, or contractor (“Seller”). By accepting a PO, acknowledging receipt, commencing performance, or shipping goods, Seller agrees to be bound by these Terms.
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1. ACCEPTANCE AND AGREEMENT
1.1 Acceptance. Seller’s acceptance of a PO, commencement of work, or shipment of goods constitutes Seller’s acceptance of these Terms. Any additional or different terms proposed by Seller are hereby rejected unless expressly agreed to in writing by Buyer’s authorized representative.
1.2 Entire Agreement; Precedence Over Other Terms. The PO, together with these Terms and any documents expressly incorporated by reference, constitutes the entire agreement between Buyer and Seller and supersedes all prior negotiations, representations, or agreements. Any terms and conditions contained in Seller’s credit applications, quotes, invoices, order acknowledgments, or other documents—whether signed by Buyer or not—are expressly rejected and shall have no force or effect, even if such documents are signed or referenced by Buyer. No amendment, modification, or waiver of these Terms shall be binding unless expressly agreed to in a separate writing signed by an authorized representative of Buyer that specifically references these Terms and states the intent to modify them.
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2. PRICING AND PAYMENT
2.1 Price. The price stated in the PO is firm and includes all charges for packing, handling, shipping, insurance, and delivery to the destination specified in the PO. No additional charges will be paid unless agreed to in writing by Buyer.
2.2 Payment Terms. Unless otherwise stated in the PO, payment terms are Net 30 days from Buyer’s receipt of: (a) conforming goods or satisfactory completion of services; and (b) a proper invoice complying with Section 2.3.
2.3 Invoice Requirements. Invoices must include:
• Buyer’s PO number
• Delivery or service location
• Line-by-line reference to PO line numbers
• Description matching PO line descriptions
• Unit of measure, currency, and price as stated in the PO
• Sales tax listed separately (if applicable)
• Shipping/freight charges listed separately
Invoices shall be submitted electronically to the address specified on the front of the PO.
2.4 Taxes. Unless otherwise stated in the PO, the price does not include sales or use tax. Seller is responsible for all taxes based on Seller’s income, property, employment, or operations. Seller shall be solely responsible for all customs duties, tariffs, import taxes, and related charges for goods imported into the United States.
2.5 Withholding and Set-Off. Buyer may withhold or set off against any amounts owed to Seller: (a) disputed amounts; (b) amounts to cover actual or potential losses, damages, or costs arising from Seller’s breach or defective performance; (c) amounts owed by Seller to Buyer; or (d) amounts necessary to satisfy liens or claims.
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3. DELIVERY AND PERFORMANCE
3.1 Delivery Terms. Unless otherwise specified, delivery terms are DDP (Delivered Duty Paid) to the location specified in the PO. Risk of loss remains with Seller until goods are delivered and accepted by Buyer.
3.2 Time of Performance. Time is of the essence. Seller shall deliver goods or complete services strictly in accordance with the schedule in the PO. Seller shall immediately notify Buyer in writing of any actual or potential delay and shall take all necessary steps to avoid or minimize delay at Seller’s expense, including expedited shipping and overtime.
3.3 Early or Late Delivery. Buyer is not obligated to accept early delivery. Late delivery may result in rejection, cancellation, or recovery of damages, including costs of cover.
3.4 Delivery Requirements. Deliveries require 24 hours advance notice. Delivery hours are 8:00 AM to 3:00 PM local time, Monday through Friday, unless otherwise approved in writing by Buyer.
3.5 Packaging and Documentation. Seller shall package goods to prevent damage during shipment, handling, and storage. Each shipment must include a packing list detailing contents, PO number, and line item references. Hazardous materials must comply with all applicable regulations and include required safety data sheets.
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4. INSPECTION AND ACCEPTANCE
4.1 Inspection Rights. All goods and services are subject to inspection and testing by Buyer at reasonable times and places, including Seller’s facilities. Seller shall provide Buyer access to facilities and records as reasonably requested.
4.2 Rejection. Buyer may reject non-conforming goods or services and require prompt correction or replacement at Seller’s expense, including all shipping costs. Rejection does not waive Buyer’s right to pursue other remedies.
4.3 Acceptance. Payment or failure to inspect does not constitute acceptance. Acceptance does not waive Buyer’s rights regarding latent defects or breaches discovered after acceptance.
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5. QUALITY AND COMPLIANCE
5.1 Quality Standards. Seller warrants that all goods and services shall: (a) conform to specifications, drawings, samples, and descriptions in the PO; (b) be new, merchantable, and free from defects in design, materials, and workmanship; (c) be fit for their intended purpose; (d) comply with all applicable laws, regulations, and industry standards; and (e) be free from liens and encumbrances.
5.2 Compliance with Laws. Seller shall comply with all applicable federal, state, and local laws, regulations, and ordinances, including those relating to labor, employment, environmental protection, health and safety, import/export, and anti-corruption.
5.3 Prohibited Sources. Seller shall not use products, materials, or services from entities identified on U.S. government sanctions lists, including OFAC lists, or from entities with 50% or more ownership by state-owned enterprises of prohibited countries (including China, Russia, Iran, North Korea, and others as may be designated by Buyer).
5.4 Forced Labor Prohibition. Seller warrants that no forced labor, including forced or indentured child labor, was used in mining, producing, or manufacturing any goods supplied under the PO.
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6. WARRANTY
6.1 Warranty Period. Seller warrants all goods and services for a period of two (2) years from delivery or completion, or such longer period as specified in the PO or required by law.
6.2 Warranty Remedy. Upon notice of any warranty defect, Seller shall, at Buyer’s option and Seller’s expense: (a) repair or replace defective goods; (b) re-perform defective services; or (c) refund the purchase price. Seller shall bear all costs of removal, transportation, reinstallation, and related expenses.
6.3 Survival. Warranty obligations survive inspection, acceptance, and payment.
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7. INTELLECTUAL PROPERTY
7.1 License Grant. Seller grants Buyer a perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, and create derivative works of any intellectual property contained in or necessary for the use, operation, maintenance, or repair of goods or deliverables provided under the PO.
7.2 Infringement Indemnity. Seller shall defend, indemnify, and hold Buyer harmless from any claims that goods or services infringe third-party intellectual property rights. If goods are found to infringe, Seller shall, at its expense: (a) obtain rights for continued use; (b) replace with non-infringing goods; or (c) refund the purchase price.
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8. INDEMNIFICATION
8.1 Indemnification.
Seller shall, to the fullest extent permitted by law, defend, indemnify, and hold harmless Buyer, its affiliates, customers, project owners, and their respective employees, agents, representatives, contractors, subcontractors, directors, officers, insurers, bonding companies, lenders, licensees, successors, and assigns (“Indemnitees”) from and against any and all claims, demands, suits, actions, proceedings, liabilities, losses, injuries, penalties, assessments, expenses, delay damages, liquidated damages, attorneys’ fees, and costs whatsoever, including but not limited to those arising from:
• (a) any actual or alleged defect in the goods, materials, or services provided by Seller;
• (b) failure to comply with the specifications, terms, or warranties of this PO;
• (c) violation of any law, statute, ordinance, order, rule, or regulation by Seller or its goods, materials, or services;
• (d) infringement or alleged infringement of any patent, copyright, trademark, trade secret, or other intellectual property right;
• (e) loss or damage to goods while in Seller’s care, custody, or control;
• (f) bodily injury, death, or property damage arising out of or in connection with the goods, materials, or services supplied hereunder, including defects in design, materials, or manufacture;
• (g) breach of this PO by Seller; or
• (h) acts or omissions of Seller or its subcontractors, suppliers, or anyone for whom Seller is responsible.
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9. INSURANCE
9.1 Required Coverage. Seller shall maintain, at its expense, the following minimum insurance coverage:
• Commercial General Liability: $5,000,000 per occurrence / $5,000,000 aggregate
• Workers’ Compensation: Statutory limits with Employers’ Liability of $1,000,000
• Automobile Liability: $5,000,000 combined single limit
• Product Liability: $5,000,000 per occurrence / $5,000,000 aggregate (if applicable)
9.2 Additional Insured. Buyer shall be named as an additional insured on all liability policies (except Workers’ Compensation). Policies shall be primary and non-contributory to any insurance carried by Buyer.
9.3 Certificates. Seller shall provide certificates of insurance prior to commencing performance, showing required coverage and 30 days’ notice of cancellation or material change.
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10. CONFIDENTIALITY
10.1 Confidential Information. Seller shall maintain in confidence all non-public information received from Buyer, including business plans, technical data, customer information, pricing, and project details. Seller shall not disclose Confidential Information to third parties or use it except as necessary to perform under the PO.
10.2 Exceptions. Confidential Information does not include information that: (a) is publicly available through no fault of Seller; (b) was rightfully in Seller’s possession prior to disclosure; (c) is independently developed by Seller; or (d) is received from a third party without restriction.
10.3 Return of Information. Upon Buyer’s request or completion of the PO, Seller shall return or destroy all Confidential Information.
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11. CHANGES AND MODIFICATIONS
11.1 Change Orders. Buyer may at any time request changes to specifications, quantities, delivery schedules, or scope of work. Seller shall promptly notify Buyer in writing of any impact on price or schedule. Changes are effective only when documented in a written change order signed by Buyer’s authorized representative.
11.2 No Oral Modifications. No modification, amendment, or waiver of these Terms or any PO is effective unless in writing and signed by Buyer’s authorized representative.
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12. TERMINATION
12.1 Termination for Convenience. Buyer may terminate the PO, in whole or in part, for its convenience upon written notice. Seller shall immediately stop work and shall be paid for: (a) conforming goods delivered and accepted; (b) conforming services performed; and (c) reasonable, documented costs incurred that are directly attributable to the terminated portion and cannot be mitigated. Buyer’s liability shall not exceed the PO price for the terminated portion.
12.2 Termination for Cause. Buyer may terminate the PO immediately for cause if Seller: (a) breaches any material term; (b) fails to deliver on time; (c) delivers non-conforming goods or services; (d) becomes insolvent or files for bankruptcy; (e) fails to maintain required insurance; or (f) violates applicable laws. Upon termination for cause, Buyer may procure substitute goods or services and charge Seller for excess costs.
12.3 Remedies Cumulative. Termination does not limit Buyer’s other remedies.
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13. LIMITATION OF LIABILITY
13.1 Buyer’s Liability. BUYER’S TOTAL LIABILITY UNDER THE PO SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE TO SELLER UNDER THE PO.
13.2 Consequential Damages. EXCEPT FOR SELLER’S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS.
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14. SUBCONTRACTING AND ASSIGNMENT
14.1 No Assignment. Seller shall not assign, delegate, or subcontract its obligations under the PO without Buyer’s prior written consent. Any attempted assignment without consent is void.
14.2 Subcontractor Responsibility. Seller remains fully responsible for all subcontractor performance and shall ensure subcontractors comply with these Terms.
14.3 Buyer Assignment. Buyer may assign the PO to any affiliate, successor, or customer without Seller’s consent.
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15. ACCESS TO PROPERTY
15.1 Access to Property.
Seller, its employees, agents, and subcontractors are granted a revocable, non-exclusive, non-transferable license to enter the project site or property owned or controlled by Summit Line Construction, Inc. or its customers solely for the purpose of fulfilling Seller’s obligations under this Order. Seller shall bear all costs and expenses associated with its use of the property and shall keep the property free and clear of all liens and claims arising from its activities.
15.2 Condition and Risk.
Seller accepts the property in its “AS IS” condition and acknowledges that neither Summit Line Construction, Inc. nor its agents have made any representations or warranties, express or implied, regarding the condition of the property, including any hazards or dangers thereon. Seller enters the property at its own risk.
15.3 Compliance and Responsibility.
Seller shall comply with all site rules, safety requirements, and instructions provided by Summit Line Construction, Inc. or its customers. Seller shall be responsible for any damage to the property or injury to persons caused by its activities or those of its employees, agents, or subcontractors.
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16. GENERAL PROVISIONS
16.1 Governing Law. The PO and these Terms shall be governed by the laws of the State of Utah, without regard to conflict of law principles.
16.2 Venue. Any legal action arising from the PO shall be brought exclusively in the state or federal courts located in Salt Lake City, Utah, and Seller consents to personal jurisdiction in such courts.
16.3 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.
16.4 Waiver. Failure to enforce any provision does not waive the right to enforce it later or any other provision.
16.5 Survival. Provisions that by their nature should survive termination or completion (including warranties, indemnification, confidentiality, and intellectual property) shall survive.
16.6 Independent Contractor. Seller is an independent contractor. Nothing in the PO creates a partnership, joint venture, or agency relationship.
16.7 Notices. All notices shall be in writing and delivered to the address specified on the front of the PO by email, courier, or certified mail.
16.8 Compliance with Export Laws. Seller shall comply with all applicable export control laws and regulations.
16.9 Audit Rights. Buyer may audit Seller’s records related to the PO during normal business hours upon reasonable notice.
16.10 Publicity. Seller shall not issue press releases or make public statements regarding the PO or Buyer without Buyer’s prior written consent.
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BY ACCEPTING THIS PURCHASE ORDER, SELLER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THESE STANDARD TERMS AND CONDITIONS.
