Sabre Updates, Inc. · 13921 Hwy 105 W. #121, Conroe, TX 77304 · 832-277-8840. These Terms of Purchase govern all Purchase Order Contracts under which Sabre Updates, as Buyer, procures Articles from a Seller.
As used throughout this Contract, the following terms have the meanings set forth below: Articles means the goods, products, supplies, parts, assemblies, technical data, intellectual property, drawings, reports, or services furnished by Seller as described in the Purchase Order Contract. Buyer means Sabre Updates. Contract means the Purchase Order Contract, including these conditions of purchase and any exhibits or attachments. Procurement Representative means any duly authorized procurement representative of Buyer. Seller means the individual, partnership, corporation, or association contracting to provide the Articles. Subcontractor means any contractor placed by Seller for a portion of the Articles under this Contract.
This Contract integrates, merges, and supersedes all prior offers, negotiations, or agreements concerning the subject matter hereof and constitutes the entire agreement between the parties.
Seller shall be paid upon submission of proper invoices at the stipulated prices for Articles delivered and accepted, less any proper deductions or setoffs. Unless otherwise specified, payment is made on accepted partial deliveries, net thirty (30) days after receipt of a proper invoice.
Invoices shall be submitted in triplicate and shall contain the Purchase Order Contract number, item number, description of the Articles, sizes, quantities, unit prices, and extended totals.
Seller agrees to route all shipments per the instructions on the Purchase Order Contract, or otherwise via a carrier appropriate to assure timely and safe delivery. Air freight requires prior written approval. All Articles ship to Buyer's address on the Purchase Order Contract unless otherwise designated, packaged to meet minimum carrier requirements, and marked with handling instructions, the purchase agreement number, and consignee information.
Title passes to Buyer upon final acceptance unless the Contract specifies otherwise. Risk of loss remains with Seller until delivery to an authorized carrier (F.O.B. origin) or final acceptance/receipt by Buyer (F.O.B. destination), whichever applies. Risk for nonconforming Articles remains with Seller until the nonconformity is cured.
Buyer may unilaterally change any Contract terms by written order. Equitable price or schedule adjustments will be made for resulting cost or time impacts. Seller must submit any claim for equitable adjustment within thirty (30) days of receiving notice of the change, or the claim is waived. Seller shall continue performance during resolution of any dispute.
Articles are subject to inspection and testing by Buyer at all reasonable times, including during manufacture and after arrival. Defective or nonconforming Articles may be rejected; if Seller fails to promptly replace or correct them, Buyer may replace or correct the Articles and charge Seller, terminate the Contract for default, or require an equitable price reduction.
For one year from acceptance (or longer if Seller's normal commercial terms provide), Seller warrants that all Articles are free from defects in workmanship, material, and design, comply with the Contract, and are merchantable and fit for Buyer's intended purpose. If Articles fail to meet warranty, Buyer may require correction at no cost or return the Articles and recover the contract price plus transportation charges.
Time is of the essence. Buyer may terminate this Contract by written notice if Seller fails to deliver Articles on time, fails to correct defective Articles, or does not cure a failure within ten (10) days of notice. Buyer may then procure replacement Articles as it deems appropriate. Failures caused by circumstances beyond Seller's control, timely disclosed to Buyer, are treated under the Termination provisions instead.
Buyer may terminate this Order, in whole or in part, at any time. Seller's claims are settled on the basis of actual, reasonable, and substantiated costs incurred prior to termination, as demonstrated through Seller's standard record-keeping system.
Drawings, specifications, and information furnished to Seller may be used only in performance of this Contract. Buyer retains all rights in such materials, which must be returned upon completion of work. No information about the Contract may be released without Buyer's prior written approval.
Knowledge or information Seller discloses to Buyer in connection with the Articles is not deemed confidential or proprietary unless otherwise agreed in writing, and Buyer acquires it free of restriction as part of the Contract consideration.
Seller warrants the Articles will not infringe any U.S. or foreign patent or trademark, and agrees to defend, indemnify, and hold Buyer and its successors, employees, customers, and users harmless from any related claims, damages, or costs.
In the event of Seller's bankruptcy, insolvency, or appointment of a trustee or receiver, Buyer may terminate the Contract without further obligation beyond payment for Articles already delivered and accepted. Buyer may also terminate if Seller's financial condition jeopardizes performance.
Seller warrants that the price charged to Buyer does not exceed the price charged to any other commercial customer for similar goods or services of like grade and quality.
Seller shall take all necessary precautions to prevent injury or property damage while working on Buyer's premises, shall indemnify Buyer against related claims, and shall maintain appropriate liability and workers' compensation insurance, providing certificates upon request.
This Contract is governed by the laws of the State of Florida, except where Federal Common Law of Government Contracts applies. Seller shall comply with all applicable federal, state, and local laws and consents to the jurisdiction of the courts of Florida.
In the event of conflict, precedence runs from the description of Articles on the face of the Contract, to the preprinted provisions of the Contract, to documents incorporated by reference.
Seller may not assign or delegate this Contract without Buyer's prior written consent. Monies due may be assigned only once accepted and acknowledged in writing by Buyer, subject to any proper deductions or setoffs.
Remedies under this Contract are cumulative and in addition to other legal or equitable remedies. No waiver of any provision or right constitutes a waiver of any other provision, right, or subsequent breach.
Seller may use its own form of acknowledgement. Acknowledgement of the Purchase Agreement constitutes acceptance of these Terms and Conditions.
