U.S. PO Terms

Centro, Inc.

Purchase Order Terms & Conditions

These terms and conditions will apply to any purchase order (PO) issued by Centro, unless Centro expressly provides otherwise within the PO. Centro objects to any additional or different terms proposed by the seller in any quotation or other document, which shall be considered void. This PO and these terms constitute the total, complete & exclusive agreement of the parties relating to this sale of materials or services by seller to Centro.

1. Offer & Acceptance. This PO is an offer. Acceptance by seller, evidenced by its execution by seller either in writing or electronically, or by performance, is limited to the terms & conditions specified by Centro herein.
2. Shipment. Items purchased by this PO shall be shipped in accordance with Centro instructions. No shipping charges will be included in this PO except as agreed upon by Centro. Items received in excess of the number ordered may not be accepted, at Centro’s option. Seller assumes all risks and costs of any returned items.
3. Termination. Centro may terminate this PO at its convenience at any time by written or electronic notice to the seller. Any claim by seller shall be settled on the basis of any actual and reasonable costs incurred by its performance of this PO not otherwise usable by seller. Materials for which seller is reimbursed shall become the property of Centro.
4. Payment. Unless otherwise stated, net invoices for services or materials shall be paid net 30 days from the date Centro receives the invoice. Discounts shall be awarded if payment is made on or before its due date.
5. Delays. If seller fails to deliver or Centro refuses delivery for reasons beyond its reasonable control and without its fault or negligence based on usual force majeure causes, upon prompt notice, this PO may be cancelled or modified as necessary in good faith without damages or penalty to the non-performing party.
6. Inspection & Acceptance. Centro may inspect materials or services prior to acceptance, and may accept or reject same. Any acceptance shall not relieve seller of its obligations and warranties under this PO.
7. Seller shall give Centro not less than sixty (60) days prior, written notice of any specification, design, part number or other identification changes, or any major changes in process or procedure or changes in the location of the manufacturing plant or place where Seller performs any of its obligations under this PO if any changes may affect the Goods.
8. Quality & Warranty. Seller expressly warrants that all the materials or services covered by this PO will conform to the specifications requested by Centro; will be of good material and workmanship and free of defects; will be merchantable, fit and sufficient for the purposes intended by Centro; and will comply with current industry safety standards, including but not limited to the Consumer Products Safety Act, all proper labelings & warnings, and free of hazardous materials.
9. Defective Materials or Services. If any materials or services provided Centro by seller fails inspection and acceptance or fails to meet the quality and warranty requirements in paragraphs 6 & 7, seller, upon notice from Centro, will promptly correct, repair or replace them at seller’s expense. If seller fails to do so, seller shall refund to Centro any payment made for them, and Centro may cancel this PO as to its current and/or future materials or services. Upon such notice, any materials held by Centro will be at seller’s risk. Centro may return any materials to seller, and seller will pay all costs of transportation to and from Centro.

   Seller shall reimburse Centro for its costs incurred to repair or replace seller’s non-conforming or defective material or part in any product sold by Centro’s customers to an end user, to the extent Centro is obligated to pay for any warranty claims by such end users. Such reimbursement shall include any necessary shipping, labor, replacement and/or travel costs incurred by Centro or its customer to repair or replace the seller’s non-conforming or defective materials or parts. Upon the conclusion of any such warranty claim, Centro will invoice seller for these costs, payable within 30 days from the date seller receives the invoice.

10. Indemnity. Seller shall protect, hold harmless and indemnify Centro and its customers from and against any and all claims, actions, judgments, liabilities, damages, costs and expenses for any injury, loss or damages of any kind claimed by a third party caused by or arising from 1) infringement of any patent or copyright, or wrongful use of third-party trade secret or proprietary information, or 2) seller’s negligence or breach of this PO. Centro shall provide seller prompt notice of any such claim, and seller shall assume responsibility for investigating and defending any such claim at its expense, including all attorneys fees. Seller will reimburse Centro for any reasonable costs incurred in assisting seller investigate or defend any such claim or action. This indemnity paragraph shall survive the termination or cancellation of this PO.
11. Insurance. Seller shall maintain adequate business liability insurance to cover claims under paragraph 9.
12. Certification & Compliance. Seller certifies that it will comply with executive orders 11246, 11375 and 11625 as amended, section 503 of the Rehabilitation Act of 1973 as amended, the Vietnam Era Veterans Readjustment Assistance Act of 1974 as amended, the Fair Labor Standards Act as amended, and any and all administrative rules issued pursuant to these acts.
13. Assignment. This PO or any interest herein shall not be assigned by either party without the prior written consent of the other party. Any assignment made without such consent will be null and void.
14. Taxes. Prices in this PO do not include any sales, use, excise or similar taxes applicable to the materials or services furnished hereunder, Any such taxes shall be shown separately on seller’s invoice.
15. Confidentiality. This PO may contain information proprietary to Centro or its customers. The seller shall not share this information with any third party, and will use such information only to fulfill the intent of this PO.
16. Audit Rights. Centro may audit seller’s records and invoices related to this PO, upon reasonable notice to seller, during seller’s normal business hours, and at seller’s place of business, at any time during the seller’s performance of this PO and for up to one year following its termination.
17. Independent Contractor. Seller is an independent contractor, and all individuals that seller assigns to fulfill this PO are seller’s employees. This PO and any conduct, course of dealing or trade practice between seller and Centro shall not create any partnership, joint venture, agency or fiduciary relationship between them.