LANE DISTRIBUTING, INC., LOVERS LANE ET AL

PURCHASE ORDER TERMS & CONDITIONS

REVISED August 7, 2017

  1. DEFINITIONS The term Buyer shall mean Lane Distributing, Inc. ET AL located in Plymouth, Michigan. The term Seller shall mean the individual, partnership, LLC, or corporation obligated to furnish the goods and/or services described in the purchase order.
  2. ACKNOWLEDGEMENT By shipping the goods ordered, Seller thereby accepts and agrees to the terms and conditions of the purchase set forth herein as well as those set forth on the face of Buyers purchase order (products, quantities, prices, ship and cancel dates). These terms and conditions, along with Buyers purchase order, constitute Buyers offer to purchase and may only be accepted on the exact terms set forth. Seller must notify Buyer of any changes in products, quantities, and/or pricing prior to accepting the purchase order and Buyer will send a revised purchase order, if approved. These terms and conditions supersede any terms of Sellers proposal or acknowledgement form, if any, and no other terms and conditions shall be controlling.
  3. DELIVERY The delivery of goods shall strictly comply within the purchase order ship and cancel dates, or delivery schedule, if any, specified by Buyer. Unless otherwise specified by Buyer, delivery of goods is to be F.O.B. Sellers facility and Seller shall follow Buyers inbound routing guide. Buyer reserves the right to offset for any additional costs incurred due to Sellers routing error. All shipments must contain packing lists that reference Buyers purchase order number, description of products, quantities, and number of boxes shipped. All back ordered items shall be cancelled, unless Buyer is contacted and approves an alternate ship date.
  4. ORDER MODIFICATIONS Buyer reserves the right to make order modifications or cancel Buyers purchase order prior to shipment. If Buyer terminates the purchase order, the extent of Buyers liability to Seller is limited to payment of all compliant product supplied in accordance with the purchase order or for reasonable costs incurred by Seller prior to modification and/or cancellation of product ordered.
  5. INSPECTION All products are subject to final inspection, which will be made by Buyer within a reasonable amount of time from receipt of order. Buyer reserves the right to refuse any product, negotiate discount pricing and/or terms, and to cancel all or any part of a purchase order for products not conforming to specifications or samples. Rejected product may be returned to Seller at Seller's expense and without return authorization. No replacement or substitution shall be made without prior authorization from Buyer. Any credits generated from a shipment will be deducted from its invoice at the time of payment, without requirements of receipt of seller's credit memo.
  6. PAYMENT Payment terms are net 30 days, unless other payment terms are established. Buyer may withhold payment of any amounts to be paid to Seller which are disputed in good faith by Buyer. Goods received in advance of scheduled ship date and accepted by Buyer shall be paid for as if delivered on the planned ship date, unless Buyer has requested an earlier ship date.
  7. WARRANTY Seller warrants that all products supplied to Buyer (i) are free from defects of title, labor, material, or fabrication; (ii) conform to the specifications, drawings, sample, or other description given; (iii) are of merchantable quality; (iv) are suitable for the purposes intended; and (v) shall not violate or infringe upon the proprietary or intellectual property rights of any person or entity. Seller warrants that all goods provided shall adhere to all applicable federal, state, or local laws or regulations.
  8. INDEMNITY Seller shall defend, indemnify, and hold harmless Buyer from and against all claims, including injury to persons or property, arising out of or in connection with the Purchaser's use of the product.
  9. CONFIDENTIALITY Seller and its representatives shall keep in confidence and shall not, without prior written consent, disclose to any third party any information relating to Buyers purchasing systems or practices (including, without limitation, descriptions of items, sizes, colors, quantities, prices paid, discounts, incentives, ship dates, cancel dates).
  10. ENTIRE AGREEMENT Buyers terms and conditions, along with Buyers purchase order, constitute the entire agreement between Buyer and Seller. Any modifications shall be in writing and approved by Buyer. If any provision contained in these terms and conditions is or becomes invalid, illegal, or unenforceable in whole or in part, the remaining provisions shall remain in effect.
  11. GOVERNING LAW This agreement is governed by the laws of the State of Michigan and all disputes shall commence pursuant hereto be brought under the exclusive jurisdiction of and venue in a court of competent jurisdiction resident in the State of Michigan.