Purchase Order Terms & Conditions

  1. General. The following terms and conditions, together with such terms set forth on the front of this Form, together with such plans, specifications or other documents as are incorporated by reference, shall constitute the entire contract (the "Purchase Order" or “PO”) between Ventura Distribution, Inc., ("Buyer") and Supplier. This PO expressly limits acceptance to its terms and notice of objection to any different or additional terms in any response to this Purchase Order is hereby given. This PO shall be deemed to have been accepted by the Supplier upon receipt by the Buyer of any writing, including a writing transmitted by fax, email, or other means of electronic transmission, indicating acceptance, or by any of the following: (i) shipment of the goods or any portion thereof, (ii) acknowledgement of the PO by any writing, (iii) commencement of work, or (iv) performance of any services hereunder. The terms of this PO may not be changed except by a writing signed by both parties.
  2. Quality. Seller is to make some reference to industry and material specifications covering certain items, i.e. if it is commercial ammunition then it has to adhere to Saami specifications if it for military work then it must adhere to the mil-spec covering this product. Supplier expressly warrants that all products shipped or services rendered hereunder will conform to the Buyer’s specifications, plans and/or designs, or to specifications, plans, designs, representations, and/or depictions made by Supplier, as the case may be, and will be suitable for their intended purpose, of merchantable quality, of good material and workmanship, and free from defect. Supplier will indemnify and save harmless the Buyer from and against any and all liability for loss, damage or injury to persons or property in any manner arising out of or incidental to the performance of this PO. The right of any party to require strict performance by the other under this agreement shall not be affected by any previous waiver, forbearance, or course of dealing. Should there arise any issues concerning the quality, quantity, payment, or type of product, all funds are to be frozen until the dispute is rectified to the satisfaction of Buyer.
  3. Warranty. Supplier expressly warrants all (i) goods delivered under this PO to be free from defects in material and workmanship and to be of the quality, size and dimensions ordered and (ii) work performed under this PO conforms with all plans, specifications and other data incorporated as part of this PO. These express warranties shall not be waived by reason of acceptance or payment by the Buyer.
  4. Inspection. All products shall be delivered and/or services rendered subject to inspection by the Buyer’s duly authorized agent, and payment for same shall not constitute acceptance of goods or services by the Buyer. Any inspection of the goods prior to shipment shall not constitute a waiver of any condition or an admission that any condition has been fulfilled. Supplier will pay all costs of delivery for return of defective products by Buyer.
  5. Unapproved Variation in Amount or Price. It is distinctly understood and agreed as the basis of this contract that the description, quality, quantity and all other conditions stipulated must be strictly fulfilled. Buyer will not pay for “over-shipments” without prior approval. Prices shall not be changed once stated. Supplier will pay the costs of delivery for return of products shipped in excess of quantities ordered.
  6. Payment Discount terms are as set forth in the Form. If no terms are specified, the net amount shall be payable within 30 days after the later of (i) delivery and acceptance of goods or other performance conforming with the terms of this PO and (ii) invoicing, but in no event sooner than the date set for payment. Except as otherwise provided in the PO, the price includes all applicable Federal, State and local taxes and duties. Supplier assigns to Buyer all rights to refunds of sales and use taxes paid in connection with this PO and agrees to co-operate with Buyer in the processing of any refund claims. Unless otherwise specified Seller warrants that all applicable Federal Excise taxes have been paid. Buyer may hold back payment for any unpaid taxes or duties. Unless expressly otherwise provided in the Form, Buyer shall not be liable for any shipping, handling, fuel surcharges or similar fees. Suppliers shall not ship products to arrive COD more than three days in advance of the scheduled delivery date. Early shipment of goods does not alter the date set for payment in the PO or an invoice.
  7. Fungibility. Any products offered by Supplier in a catalogue, sale sheet, or in other sales materials, or, if not so listed, for which Buyer does not supply specifications or designs, shall be deemed to be fungible goods capable of resale on commercial markets unless prior to delivery and acceptance by Buyer, Supplier designates such products in a written notice to Buyer as non-cancellable / non-returnable (“NC/ NR”) products. In the event of breach by Buyer, Supplier shall resell products which are not NC /NR products which have not been delivered to Buyer. Any PO for goods for which a delivery date has not been set shall expire and be of no further effect after six months from the making of the PO.
  8. Improper Performance In addition to other remedies provided by law, Buyer reserves the right, without prior notice to Supplier, to reject any goods or to revoke any previous acceptance and to cancel all or any part of the PO if Supplier fails to deliver all or any part of the goods or perform any of the work in accordance with the terms and conditions, including the time specified, of this PO. If delivery or completion dates cannot be met, Supplier shall inform Buyer immediately. Such notice will not, however, constitute a change to the delivery or completion terms of this PO unless Buyer modifies this PO in writing. TIMING OF DELIVERY AND/OR PERFORMANCE OF THE WORK IS OF THE ESSENCE TO THIS PO. Late shipments may be cancelled by Buyer on 24 hours’ notice. Acceptance of any part of the PO shall not bind the Buyer to accept any future shipments or work, nor deprive it of the right to return goods already accepted.
  9. Risk of Loss. Unless the PO expressly states otherwise, all goods shall be shipped FOB to Buyer’s dock, unless a different location is designated on the face of this form. Risk of loss shall not pass to Buyer until goods actually have been received and accepted by the Buyer at the destination specified herein. Supplier assumes full responsibility for packing, crating, marking, transportation and liability for loss and/or damage even if Buyer has agreed to pay freight, express or other transportation charges.
  10. Indemnity. Seller shall indemnify and hold Buyer and its affiliates harmless and, upon request, shall defend each of them from and against any or all claims, demands, litigation or proceedings of whatever kind, whether based upon negligence, breach of express or implied warranty, strict liability or any other theory, and from and against all direct, indirect, special, exemplary, incidental or consequential damages of every kind whatsoever, arising out of, by reason of, or in any way connected with the goods and/or services, the design, manner of preparation, manufacture, construction, completion, or delivery or non-delivery of any goods and/or services by Seller, any breach by Seller of any of its obligations hereunder, or any other act, omission or negligence of Seller or any of Seller's employees, workers, servants, agents, subcontractors or suppliers. Seller shall, upon request, pay or reimburse Purchaser or any other party entitled to indemnification hereunder for all costs and expenses, including attorneys' fees, as incurred by Purchaser or such other party in connection with any such claim, demand, litigation, proceeding, loss or damage.
  11. Assignment/Subcontracting. Neither party shall have any right to assign this PO or any benefits arising from this PO without prior written consent.
  12. Compliance with Laws and Regulations. The Supplier agrees to comply with all applicable laws, codes or regulations of the countries, states and localities in which they operate. This includes, but is not limited to, laws and regulations relating to environmental, occupational health and safety, gaming, and labor practices. In addition, Buyer’s suppliers must require their suppliers (including temporary labor agencies) to do the same. Supplier agrees to provide any and all information to Buyer which Buyer is required to gather or provide by any regulatory authority with whom Buyer does business, and to cooperate with Buyer in meeting any regulatory requirements.
  13. Termination by Buyer, Breach. Buyer, in its sole discretion and without cause, may terminate this PO, in whole or in part, at any time prior to shipment without incurring liability to Supplier for lost profits, or any other costs or damages, other than the proportionate value of the purchase price for work completed on site or goods delivered.
  14. Samples. Supplier is to provide Buyer with samples of all goods ordered prior to the ship date unless otherwise agreed by Buyer.
  15. Shipment. Should Seller be authorized to drop ship any merchandise Seller is to use Buyer’s UPS or Fedex numbers and always use Buyer’s return address.
  16. Private Labelling.   If the order made is one for private labelling, then there shall be no identifying marks of Seller on goods or packaging, and the identity of Seller is to be kept confidential.
  17. Legal Fees. In the event of any dispute in which Buyer is the prevailing party, all Buyer’s legal fees and costs shall be paid by Seller.
  18. Applicable Laws. This agreement shall be governed and construed according to the laws of the State of Nevada. Venue for any action commenced which relates to, is connected with, or arises from this PO, whether a state or Federal action, shall be Clark County, Nevada. Any dispute under $3000.00 shall be submitted to binding arbitration pursuant to the rules of the American Arbitration Association in Clark County, Nevada. Larger disputes will be resolved by resort to the Courts.