Purchase Order Terms and Conditions

Last Modified: November 2023

  1. ORDER PLACEMENT. Applied Products, Inc.(“Buyer”) may, at its option, place any or all orders for goods and/or services with you (“Seller”) by way of mail (conventional or electronic), facsimile, telephone, electronic data interchange, or other e-commerce transmission.  All such orders regardless of media used shall be governed by this Purchase Order Terms & Conditions.
  2. These Purchase Order Terms and Conditions govern the contractual relationship between the parties with respect to the purchase by Buyer from Seller. Each Purchase Order issued by Buyer is an offer to the Seller for the purchase of goods and/or services. When accepted, the Purchase Order supersedes all prior agreements. Seller is a merchant of the goods and services identified in the Purchase Order. Buyer is not a merchant of the goods and services identified in the Purchase Order.
  3. PACKING, MARKING & SHIPPING. (a) All items shall be properly packed, marked and shipped in accordance with the requirements of the common carrier transporting such items and of this Purchase Order and in a manner which will permit the securing of the lowest transportation rates.  Seller shall route shipments in accordance with Buyer’s terms and conditions.  (b) Any transportation charges paid by Seller with respect to which Seller is entitled to reimbursement shall be added to Seller’s invoice as a separate item and the receipted freight bill shall be attached thereto.  (c) Unless otherwise provided in this Purchase Order, no charge shall be made by Seller for containers, crating, boxing, bundling, dunnage, drayage, or storage.
  4. PACKING SLIPS, BILLS OF LADING & INVOICES. (a) Each packing slip, bill of lading and invoice shall bear the applicable Purchase Order number and the location of the plant to which items are to be shipped or where the services will be performed.  All invoices shall contain the following assurance:  “SELLER REPRESENTS THAT IT HAS COMPLIED WlTH THE FAIR LABOR STANDARDS ACT OF 1938, AS AMENDED, IN PRODUCING THE ITEMS OR PERFORMING THE SERVICES COVERED BY THIS INVOICE.”  (b) A numbered master packing slip shall accompany each shipment.  If less than a carload is being shipped, the slip shall be included in one of the packages which shall be marked “Packing Slip Inside.”  In the case of a carload shipment, the slip shall be enclosed in an unsealed envelope and tacked near the door on the inside of the freight car.  (c) Original bill of lading must be attached to invoices when mailed by Seller.  (d) If partial shipments are made, a separate invoice must be prepared for each shipment.  (e) If two or more orders are shipped together, each order must be invoiced separately and these invoices cross-referenced to each other.
  5. PRICES; PAYMENT. No price increases shall be allowed without at least 90 days written notice and prior written approval of Buyer.  Invoices may be paid by check, credit card, debit card, or electronic funds transfer, at Buyer’s option.
  6. Unless otherwise provided herein, it is understood and agreed that the written acceptance or acknowledgment by Seller of this Purchase Order (physically or electronically), the commencement of any work, delivery of any items or the performance of any services hereunder by Seller (including the commencement of work, delivery or the performance of any services with respect to samples), or the acceptance of  any payment for any part of the goods and services shall constitute acceptance by Seller of this Purchase Order and of all of its terms and conditions, and that such acceptance is expressly limited to such terms and conditions.
  7. SHIPPING RELEASES. (a) Unless specific delivery/performance dates are provided in this Purchase Order, Seller shall not fabricate any of the items covered by this Purchase Order or procure any of the materials required in their fabrication, or ship any of such items to Buyer, or perform any services, except to the extent that it IS authorized in written instructions furnished to Seller by Buyer.  Buyer shall have no responsibility for items or services for which delivery dates or such written instructions have not been provided. Shipments of items in excess of those authorized may be returned to Seller and Seller shall pay Buyer for all packing, handling, sorting, and transportation expenses incurred in connection with such shipments.  Buyer may from time to time change shipping/performance schedules specified in this Purchase Order or contained in such written instructions or direct temporary suspension of such scheduled shipments/performance.  (b) Delivery/performance must be made in accordance with the time stated on this Purchase Order; otherwise, Buyer reserves the right to cancel it.
  8. All items supplied hereunder shall be subject to inspection and testing at Buyer’s Plant.  All services performed hereunder are subject to Buyer’s satisfaction and final approval.
  9. INTELLECTUAL PROPERTY. (a) Seller shall defend, indemnify and hold harmless Buyer and Buyer’s agents, customers and other parties with which Buyer deals, from and against any and all liability, loss, damage, fines, penalties, claims, actions, judgments, costs and expenses, including reasonable attorneys’ fees, arising out of or relating to any claim that the performance of services or use or sale of any item or item part furnished hereunder constitutes an infringement of any patent, trademark, trade dress, trade secret, copyright or other intellectual property right.  (b) If any item or item part, or the use thereof, is held to constitute infringement, Seller shall, at its own expense and at Buyer’s option, either procure for Buyer the right to continue using said item or part, or replace said item or part with a substantially similar non-infringing item or part acceptable to Buyer.  If Buyer determines further use of the item or part is not possible or Buyer can no longer take advantage of services due to the infringement, Seller will accept the return of said item or part, and refund to Buyer the purchase price of such Item and/or services and any transportation and/or installation costs incurred by Buyer.  (c) Seller hereby grants to Buyer a license to repair, rebuild, and relocate, and to have repaired, rebuilt, and relocated patented items purchased by Buyer under this Purchase Order.
  10. TERMINATION AT OPTION OF BUYER. (a) Performance of work under this Purchase Order may be terminated by Buyer, at its option, in whole or in part, at any time by hand delivery, or by the faxing or mailing, either conventionally or electronically, of a written notice of termination to Seller.  Buyer shall have such right of termination notwithstanding the existence of any cause or event beyond Seller’s control.  (b) After receipt of notice of termination, Seller shall, unless otherwise directed by Buyer, immediately terminate all work under this Purchase Order and deliver to Buyer (i) all completed work which conforms to the requirements of this Purchase Order and does not exceed, in quantity, the amount authorized for production by Buyer, and (ii) all reasonable quantities (but not In excess of amounts authorized by Buyer) of work in process and materials produced or acquired in respect of the performance of the work terminated which are of a type and quality suitable for producing items which conform to the requirements of this Purchase Order, and which cannot reasonably be used by Seller in producing items for itself or for its other customers.  (c) As a result of termination by Buyer under this paragraph, Buyer shall pay to Seller the following amounts without duplication: (1) the Purchase Order price for all items or services which have been completed in accordance with this Purchase Order and not previously paid for; and (2) the actual costs incurred by Seller in accordance with this Purchase Order to the extent such costs are reasonable in amount and are properly allocable or apportionable under generally accepted accounting practices to the terminated portion of this Purchase Order, including the actual cost of work in process and materials delivered to Buyer in accordance with Subparagraph (b), above, and including the actual cost of discharging liabilities which are so allocable or apportionable.  Payments made under this subparagraph (c) shall not exceed the aggregate price specified in this Purchase Order, less payments otherwise made or to be made.  The foregoing items shall be the sole liability of the Buyer for termination.  (d) The provisions of this Paragraph 9 shall not apply if this Purchase Order is canceled by Buyer for the default of Seller or a force majeure event sustained by Buyer.
  11. (a) Buyer may at any time, by written change order, make changes in (1) the drawings, designs, and/or specifications applicable to the items and/or services covered by this Purchase Order, (2) the method of shipment and packing, and/or (3) the place of delivery.  (b) If any such changes affect the time for performance, the cost of manufacturing such items or the cost of furnishing such services, Buyer shall make an equitable adjustment in the purchase price or the delivery schedule, or both.  (c) Seller shall not make any changes in the design or composition of any items ordered hereunder without the prior written approval of Buyer.
  12. The individual right(s) and remedies reserved herein shall be cumulative and additional to any other or further remedies or damages provided in law or equity including all damages and remedies provided by the U.C.C. or in this Purchase Order, all of which apply hereunder, and specifically including incidental and consequential damages.  Waiver of any breach shall only be in writing and supported by consideration.  Waiver of any breach shall not constitute a waiver of any other breach of the same or any other provision. Acceptance of any items/services or payments therefor shall not waive any breach.
  13. MODIFICATION OF PURCHASE ORDER & NON-ASSIGNMENT. This Purchase Order, together with any written instruction issued hereunder, contain the complete and final agreement between Buyer and Seller, with respect to the subject matter hereof, and no agreement or other understanding in any way purporting to modify the terms and conditions thereof shall be binding upon Buyer unless otherwise agreed to by Buyer in writing on or subsequent to the date of this order.  Seller shall not, without the prior written approval of Buyer, delegate in any manner to any other person the performance of any work or the supplying of any items/services due under this Purchase Order.  Seller may assign monies due and to become due under this Purchase Order; provided, however, that Buyer shall be entitled to assert against the assignee thereof all rights, claims, and defenses of every type (including, without limitation, rights of setoff, recoupment and counterclaim), which Buyer could assert against Seller, whether acquired prior or subsequent to such assignment.
  14. SAMPLE PARTS. When applicable, Seller, at its own expense, shall fabricate from production tooling and furnish to Buyer the number of sample parts specified by Buyer.  Seller shall inspect such samples prior to delivery and shall certify inspection results in the manner requested by Buyer.
  15. COMPLIANCE WITH LAWS, RULES AND REGULATIONS. Seller warrants it will comply with Buyer’s GMP’s, all training programs required by the Buyer, and all applicable laws, rules and regulations of federal, state and local governments and any agencies thereof, unless the Purchase Order is exempt pursuant to applicable Executive Orders, statutes, or the regulations promulgated thereunder.  When required by the above laws or regulations, Seller shall develop written affirmative action plans and file EEO-100 forms.  A complete copy of the equal opportunity clauses contained in the Department of Labor’s regulations is available upon request.
  16. Seller shall provide all applicable SDS to Buyer.
  17. APPLICABLE LAW;. This Purchase Order shall be construed in accordance with, and be governed by, the laws of Minnesota without regard to its conflicts of law provisions.
  18. Any litigation and all dispute resolution proceedings shall be brought, if at all, in and before a court located in the State of Minnesota to the exclusion of the courts of any other jurisdiction.
  19. Seller warrants that the items and/or services covered by this Purchase Order will conform to the specifications, drawings, samples, or other description furnished or specified by Buyer, and will be fit and sufficient for the purpose intended, merchantable, of good material and workmanship, and free from defect, latent or patent. The warranties and remedies provided herein shall be in addition to those implied by or available at law and shall exist notwithstanding the acceptance by Buyer of all or part of the items and/or services with respect to which such warranties and remedies are applicable.  Seller acknowledges that Buyer is relying on Seller’s skill or judgment to select or furnish suitable items/services for Buyer’s intended purpose.  Seller also warrants that it has clear title to the items, and the items shall be delivered free of any and all liens and encumbrances.  Inspection, test, acceptance or use of the items and/or services furnished hereunder shall not affect Seller’s obligations under this Paragraph.  Seller agrees, at Buyer’s option, to replace or correct defects in any items or reperform services not conforming to the foregoing warranty promptly, and without expense to Buyer, when notified of such non-conformity by Buyer.  Seller will indemnify and hold Buyer and its customers harmless from and against all liability and expenses, including attorneys’ fees, arising from any such breach of warranty.
  20. Seller agrees to indemnify and hold Buyer and Buyer’s agents, customers and other parties with which Buyer deals, harmless from and against any and all liability, loss’, damage, injuries, fines, penalties, claims, actions, proceedings, judgments, costs and expenses, including reasonable attorneys’ fees, arising out of or in any way relating to the items furnished or services performed by Seller pursuant to this Purchase Order or Seller’s breach of or failure to perform or comply with the terms, conditions, covenants and warranties contained in or arising under this Purchase Order.  Seller further agrees, upon request by Buyer and at Seller’s sole expense, to defend or assist in the defense of any such claim, action or other proceeding.
  21. TITLE AND RISK OF LOSS. Regardless of terms, title to and risk of loss of the items shall not pass to Buyer until Buyer’s receipt and acceptance of the items, except that if delivery of the items is to be made to Buyer without moving the items, then title to the items shall pass to Buyer upon Seller’s acceptance of this Purchase Order.
  22. ATTORNEYS’ FEES. In the event of any litigation arising out of this Purchase Order, the prevailing party shall be entitled to reimbursement of its reasonable attorneys’ fees and costs.
  23. BATTLE OF THE FORMS. The parties have agreed that it is their intent that the “battle of the forms” under Section 2-207 of the Uniform Commercial Code shall apply to these Terms or to any purchase order form of Buyer relating to these terms. It is the parties’ intent that these Terms shall exclusively control the relationship of the parties, and in the event of any inconsistency between any purchase order or form sent by Buyer to Seller, these Terms shall control.
  24. RIGHT TO RETURN. Notwithstanding any provision of this Purchase Order or the U.C.C. to the contrary, Buyer shall have the absolute right to return to Seller any items purchased by Buyer which Buyer reasonably concludes present any food safety hazard.  Title to all such items shall revest in Seller upon notification by Buyer to Seller of Buyer’s intention to invoke the provisions of this Paragraph.  Seller shall immediately refund to Buyer the full invoice amount for such items less costs incurred to return items.
  25. NON-SOLICITATION. While Seller is furnishing items and/or services to Buyer and for a period of one year thereafter, Seller agrees not to solicit for employment or as an independent contractor, promise or initiate any discussions concerning employment, or employ or place as an employee or Independent contractor any person currently employed by Buyer, or employed by Buyer at any time while Seller is providing goods and/or services to Buyer.  In the event this provision is breached, Seller agrees to pay Buyer a fee equal to 50% of the employee’s annual salary with Seller, annual salary with Buyer (in the year the employee left, computed as if the employee had stayed with Buyer) or annual compensation under an independent contractor agreement, whichever is higher.  Such fee is due and owing to Buyer immediately upon hiring the employee or contracting with the employee as an independent contractor.
  26. FORCE MAJEURE. Buyer shall be excused from performance hereunder, with the exception of payment for items/services furnished and accepted, if such non-performance indirectly or directly results from, is caused by, arises out of, is related to or is contributed to by any temporary or permanent: Act of God; war, terrorism, or hostilities, whether or not there is a formal declaration of war; riots or other civil unrest; acts or omissions of governmental authorities, including without limitation, quarantine, embargo, or the imposition of any other restrictions of whatever kind; disease, illness, outbreak, or plague, whether affecting plants, animals, or humans, and including but not limited to hoof-and-mouth disease; supply shortage as a result of any cause, whether foreseen or unforeseen; or any other cause whatsoever beyond the reasonable control of Buyer, whether the kind enumerated or otherwise.
  27. Seller shall obtain insurance to cover any and all risks associated with the performance of its duties under this Purchase Order.  Such insurance shall include commercial general liability insurance naming Buyer and its subsidiaries as additional insureds, specifying that coverage provided is primary and noncontributory, and that coverage provided is several to any coverage provided to any other insured thereunder.  Upon Buyer’s request, Seller shall provide certificates of insurance to Buyer as evidence of Seller’s compliance with this requirement.
  28. If any provision of this Purchase Order is held to be unenforceable, the remaining provisions shall remain in effect, to be construed as if the unenforceable provisions were originally deleted.
  29. The parties’ obligations under this Purchase Order which, by their nature would continue beyond the termination or cancellation of this Purchase Order, shall survive termination or cancellation of this Purchase Order.


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APPLIED Adhesives
6035 Baker Road
Minnetonka, MN 55345