1. Definitions

  • “Buyer” refers to VENERGY GROUP.
  • “Seller” refers to the entity providing goods or materials under the Purchase Order.
  • “Goods” refers to the materials, equipment, or other items to be provided under the Purchase Order.
  • “Purchase Order” or “PO” refers to the order issued by the Buyer for the purchase of Goods.

2. Acceptance and Entire Agreement

  • These Terms and Conditions, along with the Purchase Order, constitute the entire agreement between Buyer and Seller.
  • Seller’s acknowledgment, shipment of Goods, or commencement of work on Goods shall constitute acceptance of these Terms and Conditions.

3. Changes

  • Buyer reserves the right to make changes to the Purchase Order, including quantities, specifications, and delivery schedule.
  • Any changes must be agreed upon in writing by both parties.

4. Delivery

  • Time is of the essence. Delivery shall be made in accordance with the schedule specified in the Purchase Order.
  • Seller shall promptly notify Buyer of any potential delays.
  • Risk of loss shall pass to Buyer upon delivery and acceptance of Goods at the designated delivery location.

5. Inspection and Acceptance

  • Buyer reserves the right to inspect Goods upon receipt.
  • Payment for Goods shall not constitute acceptance.
  • Buyer may reject non-conforming Goods and, at its option, require correction, replacement, or refund.

6. Warranty

  • Seller warrants that all Goods will be free from defects in material and workmanship, conform to applicable specifications, and be fit for their intended purpose.
  • Goods provided under the Purchase Order are subject to the warranty provisions of FAR 52.246-17, in addition to any other warranties that fall under Buyer’s obligations, unless otherwise specified in the Purchase Order.
  • This warranty shall survive inspection, acceptance, and payment.

7. Price and Payment

  • Prices stated in the Purchase Order are firm and not subject to change unless agreed in writing.
  • Payment terms are net 30 days from receipt of a correct invoice or acceptance of Goods, whichever is later, unless otherwise specified in the Purchase Order.

8. Taxes

  • Prices include all applicable federal, state, and local taxes unless otherwise specified.

9. Termination

  • Buyer may terminate the Purchase Order for convenience upon written notice to Seller.
  • Buyer may terminate for cause in the event of Seller’s breach or failure to make progress so as to endanger performance.

10. Compliance with Laws

  • Seller warrants that all Goods will be produced in compliance with all applicable federal, state, and local laws, regulations, and orders.
  • Seller shall comply with FAR 52.222-50 regarding the prohibition of human trafficking.

11. Hazardous Materials

  • Seller shall provide applicable Material Safety Data Sheets (MSDS) with shipment of any hazardous materials, as required by OSHA Hazard Communication Standard, 29 CFR 1910.1200.

12. Indemnification

  • Seller shall indemnify and hold harmless Buyer from any claims, damages, or expenses arising from Seller’s breach of these Terms and Conditions or negligence.

13. Insurance

  • Seller shall maintain appropriate insurance coverage, including commercial general liability and workers’ compensation, in accordance with FAR 52.228-7.

14. Confidentiality

  • Seller shall keep confidential all information provided by Buyer in connection with the Purchase Order.

15. Intellectual Property

  • Seller warrants that the Goods do not infringe any patents, copyrights, or other intellectual property rights.

16. Force Majeure

  • Neither party shall be liable for delays or failures in performance due to causes beyond their reasonable control.

17. Governing Law and Dispute Resolution

  • The Purchase Order shall be governed by the laws of Florida.
  • Any disputes shall be resolved through negotiation, mediation, or arbitration as mutually agreed.

18. Assignment

  • Seller may not assign the Purchase Order without Buyer’s written consent.

 

Note: This document is for general information purposes only. Specific Purchase Orders may have additional or modified terms. The Buyer reserves the right to update these Terms and Conditions periodically.