Tranquility Freestanding Fiberglass Pergola

Vendor Purchase Order Terms & Conditions

These Terms & Conditions (“Terms”) govern the sale or provision of goods and products (the “Products”) by suppliers (“Vendor”) to Outdoor Easy Living (“Buyer”). These Terms apply in addition to the pricing, quantities, and delivery schedules in any specific Purchase Order (“PO”) issued by Buyer. In the event of any conflict between these Terms and a Purchase Order, these Terms shall take precedence. Buyer expressly rejects any additional or conflicting terms provided by Vendor unless agreed upon in writing. Vendor’s acceptance of a PO or delivery of Products constitutes agreement to these Terms.

1. Delivery

• Products must be shipped using the most cost-effective method unless otherwise approved in writing by Buyer. Any additional delivery costs due to Vendor’s actions will be Vendor’s responsibility.
• Delivery is considered complete only after Products are received and accepted by Buyer.
• If Vendor fails to meet delivery timelines, Vendor will cover any expedited shipping costs or expenses incurred by Buyer to fulfill the order.
• Products delivered early or outside the agreed schedule may be returned at Vendor’s expense or held without payment until the specified delivery date.

2. Packing & Shipping

• Each shipment must include an itemized packing list. Buyer is not liable for additional packaging or handling fees unless pre-approved in writing.
• All packaging must meet carrier standards for safe transit. Any failure to provide required shipping documents will result in costs borne by Vendor.

3. Invoicing

• Invoices must reference the applicable PO number and include all required shipping documents (e.g., bill of lading). Failure to attach these documents may delay payment.
• Invoices offering discounts must be sent on their stated date; otherwise, the discount period begins when the invoice is received by Buyer.
• All invoices must certify compliance with the Fair Labor Standards Act and related regulations.

4. Inspections & Testing

• Buyer reserves the right to inspect and test Products prior to shipment and upon delivery. Rejected Products will be held at Vendor’s risk and expense.
• Inspections do not waive Buyer’s rights to claim damages for defective or non-conforming Products.

5. Vendor Warranties

Vendor warrants that:

• Products are free of defects, conform to specifications, and meet Buyer’s quality standards.
• Products are free from liens and delivered with clear title.
• Products comply with all applicable laws and regulations, including labor and environmental standards.
• No forced or involuntary labor was used in production.

6. Product Warranty

Vendor guarantees all Products against defects in design, materials, or workmanship. Any defective Product must be replaced or repaired at Vendor’s expense.

7. Assignment & Subcontracting

Vendor may not assign or subcontract any part of the agreement without Buyer’s prior written consent.

8. Changes

Buyer may request changes to a PO (e.g., specifications or delivery schedule) with written notice. Vendor must promptly adjust to accommodate these changes.

9. Termination for Default

Buyer may terminate a PO if Vendor fails to deliver, violates these Terms, or becomes insolvent. Buyer is liable only for Products delivered and accepted prior to termination.

10. Termination for Convenience

Buyer may cancel any PO at its discretion. Buyer will reimburse Vendor only for delivered Products and specific costs incurred for unfinished, non-standard Products manufactured exclusively for the canceled PO.

11. Confidentiality

Vendor must protect Buyer’s Confidential Information and use it solely to fulfill POs.

12. Risk of Loss

Vendor assumes all risk of loss for Products until delivery and acceptance by Buyer.

13. Insurance & Indemnification

Vendor shall maintain adequate insurance and indemnify Buyer from all liabilities arising from Vendor’s actions or failure to comply with these Terms.

14. USMCA Compliance

Vendor must provide Certificates of Origin for Products under the United States-Mexico-Canada Agreement (USMCA) and certify compliance with “Made in USA” labeling standards if applicable.

15. Payment Terms

Standard payment terms are Net 60 from the date of receipt, unless otherwise stated in the PO.

16. Governing Law

These Terms are governed by the laws of the State of Alabama. Disputes shall be resolved in courts located in Alabama.

17. Independent Contractor

The relationship between Buyer and Vendor is strictly that of independent contractors. Nothing in these Terms creates a partnership, joint venture, or agency.

For questions or clarifications, contact Buyer at support@outdooreasyliving.com