EXECTO-LINE CORP. Purchase Terms & Conditions
1. General
All transactions for the purchase and sale of all products (“Goods”) and services (“Services”) supplied by the seller (the “Seller”) to EXECTO-LINE CORP. (the “Buyer”) shall be governed by these terms and conditions (the “Terms and Conditions”).
These Terms and Conditions are hereby incorporated as part of each purchase order (“Order”) issued by Buyer for the purchase of Goods and/or Services.
Any quotation from the Seller (“Quotation”) or any other terms that include different or additional provisions are expressly rejected and shall be of no effect.
2. Order Procedure
2.1 Buyer shall issue Orders to Seller specifying the quantities of Goods or scope of Services. Seller shall supply only those Goods or Services explicitly stated in the Order.
2.2 Seller shall confirm receipt of each Order within five (5) days. Failure to confirm within that period, or commencement of performance, constitutes acceptance. Buyer may withdraw any Order prior to acceptance. Seller may not cancel any accepted Order.
3. Prices and Payment Terms
3.1 Unless otherwise agreed in writing, the purchase price (“Price”) shall be stated in the applicable Order. All Prices include all costs relating to packing, transport, duties, insurance, and taxes. Prices are firm and not subject to increase for any reason.
3.2 Seller shall invoice Buyer monthly for Goods or Services supplied. Buyer may reject inaccurate invoices. Undisputed invoices are payable within 60 days of receipt. Payment does not constitute acceptance of non-conforming Goods or Services.
4. Delivery of Goods
Delivery terms are F.O.B. the delivery location specified in the Order. Time and quantity are of the essence.
If Seller fails to deliver as required, Buyer may (a) set a revised delivery date, (b) require expedited shipment at Seller’s expense, or (c) cancel the Order and procure substitutes elsewhere. Partial shipments require Buyer’s written approval.
5. Transfer of Title and Risk of Loss
Title passes to Buyer upon delivery at the delivery location, even if payment has not yet been made.
Risk of loss remains with Seller until receipt and acceptance by Buyer.
6. Inspection and Rejection
Buyer has not less than 14 days after delivery (“Inspection Period”) to inspect Goods or Services.
Buyer may reject any Non-conforming Goods or Services and at its option:
(a) require repair or replacement at Seller’s cost;
(b) obtain substitutes elsewhere;
(c) repair the Goods itself; or
(d) retain them with an appropriate price adjustment.
Acceptance does not waive warranty rights.
7. Cancellation
7.1 Buyer may cancel any Order if Seller becomes insolvent or subject to bankruptcy proceedings.
7.2 Upon cancellation, Seller may invoice only for materials and labor incurred before the cancellation date.
8. Warranty
Seller warrants for 18 months from delivery, or longer if required by Buyer, that:
8.1 Goods – are new; free from defects in design, workmanship, and materials; conform to all specifications; comply with all applicable laws; and are free of liens. Seller shall promptly repair, replace, or refund any defective Goods.
8.2 Services – shall be performed in a good, safe, and workmanlike manner in accordance with the highest industry standards and all applicable laws. Non-conforming Services shall be corrected or re-performed at Seller’s sole cost.
8.3 Infringement – Goods and Services shall not infringe any third-party intellectual-property rights. Seller shall defend and indemnify Buyer and its customers from any such claims.
9. Force Majeure
Neither party is liable for delays caused by unforeseeable events beyond its control (natural disasters, war, terrorism, etc.).
Financial inability, cost increases, or supplier issues do not constitute Force Majeure. Each party must use diligent efforts to resume performance promptly.
10. Confidentiality
Either party (“Disclosing Party”) may share confidential business information with the other (“Receiving Party”).
The Receiving Party shall protect all such Confidential Information and use it only for fulfilling the Order, unless disclosure is required by law or the information is already public, lawfully obtained, or independently developed.
11. Intellectual Property Rights
11.1 Each party retains ownership of its Background IP.
Buyer does not transfer its Background IP to Seller. Seller grants Buyer and its customers the right to resell or integrate Goods into finished products.
All Foreground IP (developed for the Goods or Services) shall be owned exclusively by Buyer. Seller hereby assigns all rights to such Foreground IP to Buyer, and agrees that such works are “works made for hire” under U.S. Copyright Law.
11.2 “Foreground IP” means all intellectual property developed in connection with the Goods or Services.
11.3 “Background IP” means pre-existing intellectual property of either party.
12. Indemnification
Seller shall indemnify, defend, and hold harmless Buyer and its affiliates, officers, employees, and agents from all losses, damages, claims, and expenses (including attorney fees) arising out of:
(i) Seller’s breach of these Terms;
(ii) negligence or misconduct;
(iii) bodily injury or property damage;
(iv) violation of law; or
(v) IP infringement by Seller’s Goods or Services.
13. Assignment
Seller may not assign any Order or related rights without Buyer’s prior written consent. Any unauthorized assignment is void.
14. Waiver
Buyer’s failure to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.
15. Severability
If any provision is held invalid or unenforceable, the remainder shall remain in full force and effect.
16. Applicable Law and Jurisdiction
16.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Connecticut, USA, without regard to conflict-of-law principles.
16.2 Any legal action arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Connecticut, USA, and each party consents to such jurisdiction.
Buyer may recover reasonable attorney fees and costs incurred in enforcing these Terms.
All rights and obligations survive completion of final payment.
EXECTO-LINE CORP.
8 King Arthur Way, Newington, CT 06111-223
📞 +1 (917) 723-9944 📧 info@execto-line.com