Purchase Order Terms & Conditions

SitelogIQ, Inc. 

Effective May 1, 2025

PURCHASE ORDER TERMS AND CONDITIONS

1. The invoice must not be dated prior to the actual shipping date. Prior to any delivery, Seller must submit provide Purchaser with its proof of insurance, including commercial general liability insurance, automobile liability insurance, workers compensation insurance, and any other insurance required to operate Seller’s business in the State in which delivery occurs.
2. The Seller warrants that materials furnished hereunder will not infringe upon any valid patent or trademarks and that the Seller will defend, indemnify, and hold harmless Purchaser, Owner, and their employees, affiliates, or agents, harmless from all expenses and recoveries from any and all actions or suits related to infringements.
3. Seller’s acceptance of this Purchase Order shall constitute your assurance and warranty that the merchandise ordered has been produced in compliance with the requirements of the Fair Labor Standards Act of the United States as amended.
4. Purchase Order number must be placed on all invoices and shipping papers.
5. Substitution, changes, or delays will not be allowed unless approval is received from Purchaser.
6. This Purchase Order must not be filled at prices higher than those appearing on the face of this Purchase Order without prior authority from Purchaser, nor are the prices of this order subject to any surcharges resulting from the imposition now or in the future of any tariffs and sales taxes (Federal, State, Municipal or otherwise).
7. All material and equipment furnished under this Purchase Order shall be guaranteed by the Seller against defects and without limitation of any other remedy available to Purchaser, Seller agrees to replace without charge to Purchaser said material and equipment, or remedy any latent or patent defect not resulting from or arising out of ordinary wear and tear or improper use or maintenance, which may develop within one (1) year from date of acceptance by the Owner or, if plans and specifications where provided to the Seller, within the guarantee period set forth in the  plans and specifications, whichever is longer.  Seller’s Warranty Certifications and Operation and Maintenance documentation are due upon receipt.
8. All materials and equipment contemplated under this order shall be subject to the approval of the Owner, and/or Owner’s Architects, Engineers, or other parties designated by the Owner. All material and equipment actually furnished under this Purchase Order shall be subject to Purchaser’s inspection and testing to determine compliance with the requirements of this Purchase Order. Seller shall furnish the required number of submittal data or samples for said approval.  At the Purchaser’s option, inspection may be made at either the Purchaser’s or Seller’s location.  In the event approval is not obtained, the Purchase Order is cancelled with no liability on the part of either Purchaser, Owner, or Seller unless the Purchase Order is placed with the understanding that the material and/or equipment is to be supplied of the type and in such a manner as to meet requirements of plans and specifications. In the latter case, Seller shall comply without further cost to the Purchaser. In the event that the rejected material is in the Purchaser’s possession, it may be returned to the Seller at the Seller’s expense.
9. All material and equipment furnished by the Seller shall be in strict compliance with any plans, specifications, and general conditions of the contract between Purchaser and Owner and other contractors and the Owner. These plans, specifications, and general conditions shall be provided to Seller upon request. Seller shall be bound by all aforementioned plans, specifications, general conditions, and contracts in the performance of this Purchase Order. Seller expressly warrants that all material and equipment covered by this Purchase Order shall produce capacities or meet design specifications and function as called for in the applicable plans and specifications, as herein set forth, as published and warranted by the manufacturer for the equipment involved, and that it will be merchantable and fit for the particular intended purpose. In the event the equipment does not meet the foregoing requirements, Seller shall immediately, on notice, replace same or remedy any deficiency or defect without expense to the Purchaser, and further shall pay to the Purchaser all consequential loss and damages resulting therefrom to the extent the Purchaser is liable. Purchaser agrees to make available to Seller, upon request, all applicable contract documents with the Owner or another contractor.
10. The materials and equipment covered by this Purchase Order, whether in a deliverable state or otherwise, shall remain the property of the Seller until delivered to a designated site and actually received by the Purchaser, and any damage to the material or loss of any kind occasioned in transit shall be borne by the Seller, notwithstanding the manner in which the goods are shipped or who pays the freight or other transportation costs. Seller shall promptly notify Purchaser twenty-four (24) hours before and upon delivery of any shipment.  Purchaser shall notify Seller as soon as is reasonable and practical of any damage to materials or equipment, or of any loss caused in transit.  No shipment under reservation is authorized.  No shipment of non-conforming materials as an accommodation is authorized without Purchaser’s written consent. Title of all goods shall be transferred to the Purchaser upon acceptance.
11. Time of delivery is of the essence of this Purchase Order, and Purchaser reserves the right to cancel without cancellation charges all or any part of this Purchase Order if not filled within the specified time. No partial shipments will be accepted unless agreed upon by both parties. The specified time for delivery is denoted above following “Date Required.”
12. Seller shall furnish all necessary lien waivers, affidavits, or other documents required to keep the Owner’s premises free from liens or claims to liens, arising out of the furnishing of material or equipment herein, as payments are made from time to time under this order.
13. The Purchaser reserves the right to return all items to Seller at the invoice price. Seller shall not charge a restocking fee.
14. None of the terms of this Purchase Order may be added to, modified, superseded or otherwise altered except by written instrument signed by an officer of Purchaser. Each shipment received by Purchaser shall be deemed to be only upon terms and conditions contained in this Purchase Order, notwithstanding any terms and conditions contained in any acknowledgment, invoice or other form of Seller are only applicable if signed by the Purchaser.
15. All materials supplied are to comply with applicable Federal, State, and Local code requirements. Any variance from code will be corrected at Seller’s expense.
16. Seller shall indemnify, defend, and hold harmless (including reasonable attorney fees and costs) Purchaser, Owner and their employees, affiliates, and agents hold against any loss, injury, damage, liability, claim, action, penalty, cost or expense arising out of Seller’s breach of the terms of this Purchase Order, negligence, misconduct, or breaches of intellectual property rights of third parties.
17. All non-public, confidential or proprietary information of the Purchaser and the Owner, architect or engineer with respect to the subject of this Purchase Order provided to Seller shall remain confidential and shall not be disclosed to third parties. Confidential information shall include, but not be limited to, project specifications, plans, designs, drawings, documents, data, information, pricing, contracts, financial and accounting information, employment/vendor/contractor information, or any other information disclosed or reasonably assumed by the parties to be confidential. Confidential information shall not include information that is in the public domain, rightfully and legally known to the Seller, at the time of disclosure, or rightfully obtained by the Seller on a non-confidential basis from a third-party.
18. Seller shall, at its own expense, maintain and carry insurance in full force and effect with financially sound and reputable insurers, which includes commercial general liability (including product liability insurance, worker’s compensation insurance, and motor vehicle insurance), all with reputable and financially sound insurers with adequate coverage amounts consistent with industry standards. Seller shall name Owner and Purchaser as additional insureds under its commercial general liability policy.
19. The Seller is an independent contractor of Owner and nothing herein shall be construed as creating any agency, partnership, employment, joint venture or fiduciary relationship, and neither party shall have the authority to bind the other party in any manner whatsoever.
20. This Purchase Order and the relationship between the parties shall be governed by the laws of the state in which delivery occurs, with any dispute, action or proceeding relating to this Purchase Order to be heard in the state in which the delivery occurs. Venue will be the State in which delivery occurs.

The terms of this Purchase Order shall survive and remain in effect following the date of this Purchase Order and the delivery of the products. If any term or provision of this Purchase Order is found invalid, such invalidity shall not affect any other term of this Purchas Order.  Neither party shall assign, transfer or subcontract any rights under this Purchase Order without the other party’s prior written consent and no permitted assignment shall relieve any party of its obligations hereunder.  No waiver by any party of any provisions of this Purchase Order shall be effective unless set forth in writing signed by both parties, and no failure to exercise or delay in exercising any rights arising from this Purchase Order by Purchaser shall operate or be construed as a waiver thereof.