UTD SUPPLY Terms & Conditions of Purchase



1. General Terms and Acceptance

Order Acceptance
Seller’s written acknowledgment, commencement of work, shipment of Products, or performance under the purchase order constitutes Seller’s acceptance of the purchase order and these Terms.

Precedence
These Terms govern all purchases and supersede any conflicting or additional terms contained in Seller’s invoices, acknowledgments, confirmations, or other documents unless expressly agreed to in writing by Buyer.

Complete Shipments
All goods must ship complete as specified in the purchase order. Any variance exceeding ±5% of ordered quantity requires prior written approval from Buyer.

Modifications
No modification or amendment to a purchase order or these Terms shall be binding unless agreed to in writing by an authorized representative of Buyer.



2. Product Quality, Labeling, and Specifications

Seller expressly represents and warrants that all Products supplied:

  • Are brand new, unused, first-quality merchandise in first-quality, undamaged packaging
  • Conform in all respects to samples, specifications, and descriptions provided to Buyer
  • Have expiration dates clearly marked and consistent with representations made in the purchase order
  • Are purchased free and clear with full right of resale and no distribution restrictions
  • Include all required warning labels and consumer safety information on individual retail packaging as required by applicable law
  • Are authentic, genuine, and not counterfeit, diverted, or gray market goods
  • Are delivered with good and marketable title, free of liens, claims, or encumbrances
  • Comply with all applicable federal, state, and local laws, regulations, and industry standards

Seller warrants that no changes to product formulation, ingredients, labeling, packaging, regulatory disclosures, or specifications have been made from previously supplied samples or representations unless such changes have been fully disclosed in writing and approved by Buyer prior to shipment.

Seller further warrants that Products and packaging shall not contain alterations, defacements, obscured labeling, crossed-out information, stickers covering original labeling, or other modifications unless expressly disclosed to and approved by Buyer in writing prior to shipment.

Seller shall indemnify Buyer for any claims, damages, penalties, or losses arising from missing, inaccurate, or inadequate warning labels or regulatory non-compliance attributable to Seller.



3. Price and Payment Terms

Payment Terms
Unless otherwise specified, payment terms are Net 30 days from the later of:

  • Receipt of conforming goods at Buyer’s designated facility, or
  • Receipt of a proper invoice.

Payment Start Date
Payment terms begin upon receipt of conforming goods, not shipment date.

Price Protection
Prices stated in the purchase order are firm and include all packaging, documentation, and standard services unless otherwise agreed in writing.

Right of Offset
Buyer may offset any amounts owed to Seller against any amounts owed by Seller to Buyer, including chargebacks, penalties, or damages.



4. Delivery, Risk of Loss, and Shipping Requirements

F.O.B. Destination
Unless otherwise specified, delivery terms are F.O.B. Buyer’s designated facility, and risk of loss and title transfer to Buyer only upon delivery and acceptance at that location.

Drop Shipment Responsibility
If Seller ships Products directly to Buyer’s customer or to any third-party location designated by Buyer, Seller remains fully responsible for compliance with these Terms and for any damages, penalties, or chargebacks arising from such shipment.

Bill of Lading Requirements
Seller must use the Bill of Lading provided by Buyer or Buyer’s designated freight broker. Any re-consignment fees or charges resulting from non-compliance shall be the responsibility of Seller and may be deducted from payment.

Required Documentation

Each shipment must include:

  • A packing slip referencing the purchase order number
  • Proper shipment documentation

Pallet Requirements

All pallets must:

  • Be securely shrink-wrapped
  • Display the purchase order number clearly

Identification

The purchase order number must appear on pallets, packing slips, and the Bill of Lading.



5. Inspection and Acceptance

Initial Inspection
Buyer has 7 business days from receipt to inspect Products for visible defects and notify Seller of any issues.

Extended Inspection Period
Buyer has 30 days from receipt to inspect for concealed damage, dating discrepancies, or other non-obvious defects.

Right of Rejection
Buyer may reject any Products discovered to be nonconforming within these inspection periods.

Return Process
Rejected Products may be returned at Seller’s expense for full credit, replacement, or refund, at Buyer’s election.

Destruction Authorization
If nonconforming or non-compliant Products cannot reasonably be returned due to regulatory requirements, safety concerns, or customer requirements, Buyer may destroy or dispose of such Products, and Seller shall reimburse Buyer for the full purchase price and all related costs.

Payment Not Acceptance
Payment for Products shall not constitute acceptance or waiver of Buyer’s rights.



6. Chargebacks, Penalties, and Customer Compliance

Seller acknowledges that Buyer resells Products to retailers and other customers that may impose strict compliance requirements.

Seller agrees to reimburse Buyer for documented losses arising from Seller’s breach, including:

  • Customer chargebacks or deductions
  • Restocking fees imposed on Buyer
  • Penalties or fines related to labeling, dating, or specification errors
  • Costs to sort, inspect, rework, destroy, or dispose of nonconforming Products
  • Other documented commercial losses directly resulting from Seller’s breach

Buyer may deduct such amounts from payments owed to Seller or invoice Seller separately.



7. Comprehensive Indemnification

Seller shall defend, indemnify, and hold harmless Buyer, its affiliates, and their officers, employees, and customers from any claims, damages, losses, liabilities, or expenses (including reasonable attorneys’ fees) to the extent arising from Seller’s breach, negligence, or failure to comply with these Terms, including but not limited to:

  • Defective or nonconforming Products
  • Breach of warranties or misrepresentations
  • Product recalls or safety issues
  • Missing or inadequate warning labels
  • Intellectual property infringement
  • Regulatory violations or non-compliance
  • Misrepresentation of product condition, dating, ingredients, labeling, or specifications

Seller agrees to fully cooperate with Buyer in the event of any product recall and shall bear all costs associated with recalls attributable to Seller’s Products.



8. Cancellation and Remedies

Buyer may cancel a purchase order:

  • For cause, including late delivery, breach of terms, or nonconforming goods
  • At any time prior to shipment upon written notice
  • If Seller becomes insolvent or files for bankruptcy
  • If Products fail inspection or do not meet representations

Upon Seller’s breach, Buyer may:

  • Return nonconforming Products at Seller’s expense
  • Purchase replacement goods from another supplier and charge Seller the difference
  • Suspend payment pending dispute resolution
  • Recover all documented damages and costs



9. Confidentiality and Non-Circumvention

Seller agrees to:

  • Maintain confidentiality of Buyer’s pricing, customer information, and business relationships
  • Not directly solicit or conduct business with any customer of Buyer that Seller becomes aware of through its relationship with Buyer
  • Not use Buyer’s confidential information for any purpose other than fulfilling the purchase order

Breach of this section may entitle Buyer to injunctive relief and damages.



10. Insurance

Seller shall maintain commercially reasonable commercial general liability insurance, including product liability coverage, and shall provide proof of insurance to Buyer upon reasonable request.



11. Force Majeure

Neither party shall be liable for failure or delay in performance caused by events beyond reasonable control, including natural disasters, war, labor disputes, government actions, or transportation disruptions, provided the affected party promptly notifies the other party.



12. Governing Law and Jurisdiction

These Terms shall be governed by the laws of the State of New York, without regard to conflict-of-law principles.

Seller agrees that exclusive jurisdiction and venue for any dispute shall be in the state or federal courts located in New York.

Seller waives any objection to venue and waives the right to a jury trial to the extent permitted by law.



13. Miscellaneous

Entire Agreement
These Terms together with the purchase order constitute the entire agreement between the parties.

Assignment
Seller may not assign or transfer any purchase order without Buyer’s prior written consent.

Severability
If any provision is found unenforceable, the remaining provisions shall remain in full force.

Survival
Warranties, indemnification, confidentiality, and payment obligations shall survive completion of the transaction.

Limitation of Seller’s Remedies
Seller’s sole remedy shall be payment for conforming goods delivered and accepted by Buyer.