AGRICVENDOR PURCHASE ORDER TERMS & CONDITIONS

 

This PO and any attachments are the sole agreement between Agricvendor and Supplier regarding the crops or services listed in this PO.

 

1. ACCEPTANCE. This PO is expressly conditioned on the Supplier's acceptance of all the terms and conditions set forth herein. Agricvendor expressly objects to any additions, deletions, or differences in the terms or conditions contained in Supplier's quotation, proposal, acknowledgment, or other documents, whether or not such additions, deletions, or differences materially alter this PO. This PO may be issued in addition to other duly signed Agricvendor agreements, exhibits, and schedules incorporated therein (“Agreement”) made with respect to the subject matter of this PO. In the event of an inconsistency or conflict between the provisions of any Agreement and this PO, the inconsistency or conflict shall be resolved by giving precedence in the following order: (a) the agreement; (b) the provisions appearing on the front and reverse side of this PO or attached by Agricvendor thereto, and (c) other provisions when attached and agreed to in writing by Agricvendor.

 

2. PERFORMANCE. Time is of the essence in the performance of this PO and if the crops are not delivered or the services are not provided in the manner and at the times specified, Agricvendor reserves the right without liability and in addition to its other rights and remedies to take either or both of the following actions:

(a) direct expedited delivery of the crops or performance of services, with any difference in cost caused by such change paid by Supplier and/or (b) purchase substitute crops and charge Supplier with any loss or additional costs Agricvendor incurs. Supplier shall promptly advise Agricvendor of any delay in performance, including notice with regard to any crops placed under back order. The Supplier’s performance is not deemed completed until the crops or services have been accepted by the Agricvendor buyer. Title and risk of loss for the crops pass upon acceptance by Agricvendor. Agricvendor shall be the sole and exclusive owner of such crops or any work product from services provided, and Supplier assigns and transfers to Agricvendor all of its worldwide rights, title, and interest in, such deliverables, crops, or work product of services, including all associated intellectual property rights.

 

3. CROP INSPECTION. All crops and commodities purchased hereunder shall be subject to inspection by Agricvendor at all reasonable times and places notwithstanding the terms of payment, and in any event, prior to final acceptance. No inspection made prior to final acceptance shall NOT relieve Supplier from responsibility for failure to meet the quality specifications and requirements of this PO. In the event the crops or commodities do not meet the applicable specifications and instructions, Supplier will promptly re-perform the non-conforming commodities or provide replacement crops satisfactory to the Agricvendor buyer at the Supplier's sole expense. If Supplier is unable to accomplish the foregoing, Agricvendor may procure such crops or services from another source and charge to Supplier's account all costs, expenses, and damages associated therewith.

 

4. PAYMENT AFTER DELIVERY. Invoices shall be paid only after delivery in accordance with buyers’ payment terms as stated on each and every PO. Invoices shall contain the following information: PO number, part numbers description of services, prices/fees, extended totals, shipping location, delivery requirements (need by/due date) and attach all supporting documentation, if any. To the extent applicable, all invoices shall include any tax amounts and shall be listed separately. Agricvendor shall not be liable for any other fees or taxes except as listed in this PO. Invoices submitted hereunder will be paid based on buyers’ payment terms after receipt of a correct invoice or acceptance of crops or commodities by Agricvendor, whichever occurs later. Payment is subject to Agricvendor's acceptance of the crops or commodities. Any adjustments in Supplier's invoices due to late performance, rejections, or other failures to comply with the quality specifications and requirements of this PO may be made by Agricvendor before payment. Payment shall not constitute final acceptance. Agricvendor may offset against any payment hereunder any amount owed to Agricvendor by Supplier.

 

5. CHANGES. Agricvendor may, by written notice to Supplier make changes to any one or more of the following: (a) specifications for commodities, (b) quantity, and (c) place and/or time of performance. For any reason, Agricvendor may also direct Supplier to suspend in whole or in part the provision of crops or the performance of services hereunder permanently or for such period of time as may be determined by Agricvendor to be necessary or desirable. If any such change or suspension causes an increase or decrease in the cost or time required for the provision of crops or services hereunder, an adjustment may be made in the price or delivery schedule, or both, and the PO shall be modified in accordance with Section 22. Any claim for adjustment by Supplier shall be deemed waived unless asserted in writing within three (3) days from receipt by Supplier of the notice of the change.

 

6. WARRANTY. Supplier expressly represents and warrants that the crops or services provided under this PO shall be (a) performed in accordance with Agricvendor's specifications and instructions, and (b) merchantable, non-infringing, free from defects, and fit and sufficient for the purpose intended. Supplier further represents and warrants that: (i) the services will be performed with the highest degree of skill and judgment exercised by recognized professionals performing the same or similar services, (ii) Supplier has the right to enter into this PO and perform its obligations hereunder without the consent of any third party; (iii) Supplier will comply with (x) Agricvendor's policies and procedures communicated to Supplier from time to time, (y) Agricvendor's security requirements communicated to Supplier from time to time and (z) any third-party obligations or requirements applicable to the conduct of Agricvendor's business; (iv) the provision by Supplier of any crops or services does not and will not constitute an infringement of any intellectual property right, violation of any nondisclosure obligation or any other proprietary right infringement or violation of any third party; (v) to the extent applicable, Supplier will not use any open source software in the provision of crops or services without the express written consent of Agricvendor, any software used or provided by Supplier in connection with this PO will not contain any malware, and/or other malicious or disabling code or mechanisms, and Supplier will use only those software programs installed on any computer provided by Agricvendor. The foregoing warranties shall be in addition to all other warranties, express, implied, or statutory. Payment for, an inspection of, or receipt of the crops or services shall not constitute a waiver of any breach of foregoing warranties. In the event of any breach of the foregoing warranty, Supplier shall at its own expense and at Agricvendor's option either: (a) provide replacement crops satisfactory to Agricvendor, (b) re-perform the nonconforming services to the satisfaction of Agricvendor, or (c) refund to Agricvendor the total amount paid for such crops or services. Supplier shall extend all warranties it receives from its suppliers to Agricvendor.

 

7. CONFIDENTIAL INFORMATION. The provisions of this Section 7 shall apply unless an executed, written confidentiality agreement exists between Agricvendor and Supplier. Agricvendor and Supplier acknowledge that in their course of dealings, Supplier may acquire from Agricvendor confidential and proprietary information about Agricvendor, its business activities, and operations, its employees, customers, consumers, trade secrets, or any other information which by its sense or nature should reasonably be considered confidential (the "Confidential Information"). The Confidential Information of Agricvendor shall only be disclosed to Supplier's employees, agents, or consultants with a need to know and who are under a written obligation to keep the information confidential. Supplier shall not disclose the Confidential Information to any third parties. Supplier shall use the same degree of care but no less than a reasonable degree of care that it uses with regard to its own confidential information to prevent the disclosure of Agricvendor Confidential Information. Supplier agrees to notify Agricvendor in writing of any actual or suspected breach of this section, including, without limitation, any misuse, misappropriation, or unauthorized disclosure of Agricvendor Confidential Information. To the extent that the Supplier receives any consumer information, it shall: (i) collect, use, disclose, protect and keep confidential all such consumer information in accordance with all applicable state and federal privacy laws, rules, and regulations, and (ii) have, for so long as it retains any such consumer information, adequate administrative, technical and physical safeguards to ensure the security and confidentiality of all such consumer information protect against any anticipated threats to the security or integrity of all such consumer information and protect against unauthorized access to or use of all such consumer information.

 

8. TERMINATION. Agricvendor may terminate this PO in whole or in part at any time and without cause. Upon notice of termination, Supplier shall inform Agricvendor of the extent to which it has completed its performance under this PO as of the date of the notice and collect and deliver to Agricvendor any crops or Work Product, as defined in Section 11, which then exists. Agricvendor will pay Supplier for crops or services accepted and performed through the date of notice of termination provided that Agricvendor will not be obligated to pay more than the payment due had Supplier completed or provided the crops or services. Agricvendor will have no further payment obligation in connection with any termination.

 

9. INDEMNIFICATION. Supplier shall indemnify, defend and hold Agricvendor, its officers, directors, shareholders, affiliates, employees, representatives, agents, customers, and consumers harmless from and against any and all demands, actions, losses, liabilities, costs, claims, damages, judgments, settlements and expenses (including attorneys' fees and costs) arising out of or related to this PO including but not limited to any personal injury claims by Supplier's employees, the provision of crops or services under this PO, or Supplier’s

 

breach of any term or provision of this PO, including any claims that any such crops or services infringe any patent, copyright, trademark, trade secret, or any other proprietary right of any third party.

 

10.  LIMITATION ON LIABILITY. To the fullest extent permitted by applicable law, in no event will Agricvendor's aggregate liability arising out of or related to this PO exceed the total amount actually paid by Agricvendor to the Supplier for the applicable crops or services provided under this PO, nor shall Agricvendor be liable for any lost revenues, lost profits, incidental, direct, indirect, consequential, special, exemplary or punitive damages, even if advised of the possibility thereof.

 

11. INTELLECTUAL PROPERTY AND DATA. All records, software, files, data, reports, information, work product, notes, plans, strategies, intellectual property, and other information provided by Agricvendor or prepared or developed by or for Agricvendor pursuant to this PO ("Work Product") shall be the property of Agricvendor and shall constitute works made for hire under applicable law. Supplier assigns all intellectual property rights in the Work Product to Agricvendor and agrees to complete any documents requested by Agricvendor to perfect its ownership in the Work Product. Supplier waives all rights related to the Work Product. Supplier grants to Agricvendor an unlimited, nonexclusive license to use, copy, modify or create derivative works of any materials delivered to Agricvendor which are developed prior to or outside of this PO. All materials, equipment, and other information supplied to Supplier by Agricvendor shall remain the property of Agricvendor and shall be returned to Agricvendor when no longer needed by Supplier in the provision of crops or services and in any event upon the expiration or earlier termination of this PO.

 

12. RELATIONSHIP OF THE PARTIES. The Supplier will employ personnel satisfactory to Agricvendor. The Supplier must remove or cause to have removed any personnel who are considered unsatisfactory to Agricvendor in the performance of services. Supplier is an independent contractor, and nothing contained in this PO shall be deemed or construed to create a partnership, joint venture, agency, or other relationship other than that of supplier and customer. Supplier shall be solely responsible for payment of all compensation and benefits owed to its employees as well as employment-related taxes. Any agreements or commitments entered into by Supplier shall not be binding on Agricvendor and further Agricvendor assumes no liability with respect to any agreements or commitments entered by Supplier with its employees, agents, suppliers, and the like.

 

13.  SUBCONTRACTS AND ASSIGNMENTS. Supplier agrees to obtain Agricvendor's approval before subcontracting this PO or any portion thereof. This PO shall not be assigned or delegated by Supplier without the prior written consent of Agricvendor.

 

14. COMPLIANCE WITH LAWS. Supplier shall comply with all applicable federal, state, local, and foreign laws, regulations, and rules in its provision of the crops or services and has all third party, governmental consents, permits, approvals, licenses, and authorizations necessary to provide the applicable crops or services. Upon receipt of advance written notice from Agricvendor, Supplier will admit Agricvendor's properly identified and authorized employees onto its premises for purposes of monitoring compliance with this PO, provided such admittance does not unreasonably interfere with Supplier's work and is during normal business hours. Such access will be limited to records that relate to the crops or services and compliance with this PO. Copies of such related documents will be provided to Agricvendor at its request.

 

15. INSURANCE. Supplier shall secure and maintain insurance providing sufficient coverage to comply with its obligations and duty to indemnify as required under this PO through the provision of the crops or services hereunder and for two (2) years thereafter. Within five (5) days of receipt of a request from Agricvendor, Supplier agrees to provide Agricvendor with a certificate of insurance evidencing Supplier’s insurance coverage.

 

16.  PUBLICITY. Without securing the prior written consent of Agricvendor in each instance, the Supplier shall not use the name or logo of Agricvendor in any news release, public announcement, advertisement, or other forms of publicity, or disclose any of the terms or subject matter of this PO to any third party except as may be required to perform this PO.

 

17.  NON-WAIVER OF RIGHTS. The failure of Agricvendor to insist upon strict performance of any of the terms and conditions in this PO or to exercise any rights or remedies hereunder shall not be construed as a waiver of its rights to assert any of the same or any other terms and conditions under this PO.

 

18.  REMEDIES. Any rights and remedies specified under this PO shall be cumulative, non-exclusive, and in addition to any other rights and remedies available at law or in equity.

 

19.  SEVERABILITY. If any term contained in this PO is held or finally determined to be invalid, illegal, or unenforceable in any respect, in whole or in part, such term shall be severed from this PO, and the remaining terms contained herein shall continue in full force and effect.

 

20. INTERPRETATION. The captions and headings used in this PO are solely for the convenience of the parties and shall not be used in the interpretation of the text of this PO. Each party has read and agreed to the specific language of this PO. No conflict, ambiguity, or interpretation shall be construed against the drafter.

 

21. GOVERNING LAW. This PO shall be governed by and construed in accordance with the laws of the Commonwealth of Lagos State without regard to its conflict of law provisions. Supplier agrees that the state and federal courts in Lagos shall have exclusive jurisdiction and venue over any claims arising out of or related to this PO.

 

22. ENTIRE AGREEMENT. Except as specified herein, this PO, including all documents incorporated herein by reference, constitutes the entire agreement and understanding between the parties and shall supersede and replace any and all prior or contemporaneous agreements and understandings of any kind, whether written or oral, relating to the subject matter hereof. No modification to this PO shall be valid unless agreed to in writing by Agricvendor.

 

23. SURVIVAL. Both parties agree that any term or provision of this PO that by its nature is intended to survive the expiration or termination of this PO shall survive.

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