- Acceptance and Applicability
This purchase order, together with these Standard Domestic Purchase Order Terms and Conditions and any documents referenced in the purchase order, forms the agreement between METIS Power Inc. (“Buyer”) and the supplier identified on the purchase order (“Supplier”) for the goods or services described in the purchase order (“Deliverables”).
Supplier accepts this purchase order by acknowledging it, beginning work, shipping goods, providing services, or issuing an invoice.
Any additional or different terms in Supplier’s quotation, acknowledgment, invoice, website, portal, packing slip, or other document are rejected and do not apply unless expressly accepted in writing by Buyer.
- Price and Payment
Prices stated in the purchase order are firm and include all charges unless the purchase order expressly states otherwise. Supplier may not add surcharges, handling fees, price increases, fuel charges, tariffs, or other additional amounts without Buyer’s prior written approval.
Invoices must reference the purchase order number and match the purchase order pricing, quantities, and line items.
Unless otherwise stated in the purchase order, payment terms are Net 30 days from the later of Buyer’s receipt of a correct invoice or Buyer’s acceptance of the Deliverables.
Payment does not constitute acceptance of defective, late, incomplete, or nonconforming Deliverables. Buyer may withhold, offset, or deduct amounts for disputed invoices, defects, shortages, delays, or Supplier breaches.
- Delivery and Shipping
Time is of the essence. Supplier shall deliver the Deliverables in the quantities and by the dates stated in the purchase order.
Unless otherwise stated in the purchase order, delivery terms are EXW Supplier Facility, as specified in the purchase order. If no shipping term is stated, Supplier shall ship in accordance with Buyer’s written shipping instructions.
Supplier shall properly package, label, and protect all Deliverables to prevent damage during shipment, handling, and storage. Supplier shall include packing slips, safety data sheets, certificates of compliance, certificates of origin, test reports, or other documentation requested by Buyer or required by law.
Supplier may not make partial shipments, early deliveries, substitutions, or backorders without Buyer’s prior approval.
Buyer may reject late, excess, incomplete, damaged, or nonconforming shipments and may charge Supplier for resulting costs.
- Inspection, Acceptance, and Rejection
All Deliverables are subject to Buyer’s inspection, testing, and acceptance. Buyer’s payment, receipt, inspection, or use of Deliverables does not waive any rights or constitute final acceptance.
Buyer may reject Deliverables that are defective, damaged, late, incomplete, unsafe, improperly documented, or otherwise nonconforming. At Buyer’s option, Supplier shall promptly repair, replace, refund, or reimburse Buyer for cover purchases and related costs.
Latent defects discovered after acceptance remain Supplier’s responsibility.
- Warranties
Supplier warrants that all Deliverables:
a) conform to the purchase order, specifications, drawings, samples, and descriptions;
b) are new, genuine, and free from defects in design, materials, and workmanship;
c) are merchantable and fit for their intended purpose;
d) are free of liens and third-party claims;
e) comply with applicable laws, regulations, codes, and industry standards; and
f) do not infringe any third-party intellectual property rights.
Services shall be performed in a professional and workmanlike manner by qualified personnel.
Unless a longer period is stated in the purchase order, required by law, or provided by Supplier, warranties continue for the longer of:
a) 12 months from Buyer’s final acceptance; or
b) 18 months from installation, commissioning, or first commercial use, if applicable.
Repaired or replaced Deliverables are warranted for a new warranty period beginning on Buyer’s acceptance of the repair or replacement.
Supplier’s warranties survive inspection, acceptance, payment, installation, use, and resale.
- Compliance with Laws
Supplier shall comply with all applicable federal, state, and local laws, regulations, codes, and standards, including those relating to product safety, workplace safety, environmental protection, hazardous materials, labor and employment, anti-bribery, import/export controls, sanctions, and data protection, as applicable.
Supplier shall provide certificates of compliance, safety data sheets, test reports, regulatory approvals, and other compliance documentation reasonably requested by Buyer.
Supplier shall not provide counterfeit, misrepresented, unauthorized, or nonconforming goods. Supplier shall maintain reasonable traceability for materials, components, and products supplied to Buyer.
- Changes and Substitutions
Supplier shall not make substitutions or changes to materials, parts, specifications, design, manufacturing location, certifications, or approved sources if such changes could affect form, fit, function, safety, performance, compliance, or interchangeability without Buyer’s prior written approval.
Buyer may request changes to quantities, specifications, delivery dates, or other purchase order requirements. Any change affecting price or schedule must be approved in writing by Buyer.
- Confidentiality and Buyer Property
Supplier shall protect Buyer’s confidential information and use it only to perform the purchase order. Supplier shall not disclose Buyer’s confidential information to any third party without Buyer’s prior written approval, except to Supplier’s personnel or approved subcontractors who need to know and are bound by confidentiality obligations.
All drawings, specifications, tools, materials, samples, equipment, data, documents, and other property furnished or paid for by Buyer remain Buyer’s property and shall be used only for Buyer’s purchase orders. Supplier shall return Buyer Property upon request.
- Intellectual Property
Supplier represents that it has the right to provide the Deliverables and that Buyer’s use, resale, installation, maintenance, or support of the Deliverables will not infringe any third-party intellectual property rights.
For any custom work product specifically created for Buyer, Supplier assigns to Buyer all right, title, and interest in such work product. For Supplier’s pre-existing materials included in the Deliverables, Supplier grants Buyer a perpetual, royalty-free license to use them as necessary to use, sell, install, maintain, and support the Deliverables.
- Indemnification
Supplier shall defend, indemnify, and hold harmless Buyer, its affiliates, officers, employees, customers, and end users from and against claims, damages, losses, costs, expenses, liabilities, fines, penalties, and attorney fees arising out of or relating to:
a) Supplier’s breach of the purchase order;
b) defective, unsafe, late, incomplete, or nonconforming Deliverables;
c) Supplier’s negligence, willful misconduct, or violation of law;
d) personal injury, death, or property damage;
e) product liability or recall;
f) intellectual property infringement;
g) liens or claims by Supplier’s employees, subcontractors, or suppliers; or
h) Supplier’s work on Buyer’s or Buyer’s customer’s premises.
- Insurance
Supplier shall maintain insurance coverage appropriate for its business and the Deliverables provided, including commercial general liability, product liability, workers’ compensation, automobile liability, and, where applicable, professional liability or cyber liability.
Unless otherwise stated in the purchase order, Supplier shall maintain at least $2,000,000 per occurrence / $4,000,000 aggregate commercial general liability coverage. Upon request, Supplier shall provide certificates of insurance. Insurance does not limit Supplier’s liability.
- Customer and Project Requirements
If the purchase order identifies or attaches customer, project, site, government, utility, technical, quality, safety, documentation, warranty, or other flow-down requirements, Supplier shall comply with those requirements.
Supplier shall provide documentation reasonably required to allow Buyer to satisfy its customer or project obligations.
If Supplier’s delay, defect, nonconformance, or failure to provide required documentation causes Buyer to incur customer backcharges, rework costs, delay costs, penalties, liquidated damages, or other losses, Supplier shall be responsible for those amounts to the extent caused by Supplier.
- Liquidated Damages for Delay
If the purchase order states that liquidated damages apply, Supplier shall pay the liquidated damages stated in the purchase order for failure to meet required delivery, completion, documentation, testing, or milestone dates.
If the purchase order states that liquidated damages apply but does not specify the amount, liquidated damages shall be 0.5% of the purchase order value for each calendar week of delay or portion thereof, capped at 10% of the purchase order value.
The parties agree that actual damages from delay may be difficult to determine and that liquidated damages are a reasonable estimate of anticipated harm and not a penalty. Buyer may deduct liquidated damages from amounts otherwise due to Supplier.
Liquidated damages do not limit Buyer’s rights for defects, nonconforming Deliverables, indemnity claims, cover costs, expedited freight, or other damages not compensated by the liquidated damages.
- Termination
Buyer may terminate all or part of the purchase order for convenience upon written notice. In that case, Buyer’s liability is limited to the price of conforming Deliverables accepted before termination and reasonable, documented, non-recoverable costs for work authorized by Buyer before termination. Buyer is not liable for anticipated profits, lost revenue, or consequential damages.
Buyer may terminate all or part of the purchase order for cause immediately upon notice if Supplier fails to deliver on time, provides defective or nonconforming Deliverables, breaches the purchase order, becomes insolvent, violates law, or fails to provide adequate assurance of performance.
Upon termination for cause, Buyer may purchase substitute deliverables and Supplier shall reimburse Buyer for excess costs and damages.
- Force Majeure
Neither party is liable for delay or failure to perform caused by events beyond its reasonable control and without its fault or negligence, such as natural disasters, war, terrorism, civil unrest, government orders, epidemics, or similar events.
The affected party must promptly notify the other party, use reasonable efforts to mitigate the impact, and resume performance as soon as possible.
Force majeure does not include financial hardship, price increases, labor shortages, material shortages, transportation shortages, supplier/subcontractor failures, or events that could reasonably have been avoided or mitigated.
Buyer may cancel the affected purchase order without liability if the delay continues or is expected to continue for more than 30 days.
- Assignment and Subcontracting
Supplier may not assign, delegate, subcontract, or transfer any rights or obligations under the purchase order without Buyer’s prior written consent. Any approved subcontracting does not relieve Supplier of responsibility for performance.
Buyer may assign the purchase order to an affiliate, successor, customer, project owner, or other party in connection with a project, transaction, financing, or customer contract.
- Limitation of Buyer’s Liability
Buyer shall not be liable to Supplier for lost profits, lost revenue, loss of business opportunity, indirect, special, incidental, punitive, exemplary, or consequential damages.
Buyer’s total liability to Supplier shall not exceed the unpaid purchase price of the specific Deliverables giving rise to the claim.
- Governing Law and Disputes
This purchase order is governed by the laws of the State of California, United States of America, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Orange County, California, unless the purchase order states that arbitration applies.
If arbitration applies, the dispute shall be resolved by binding arbitration administered by AAA/ICDR in Orange County, California, in English. Judgment on the award may be entered in any court of competent jurisdiction.
Buyer may seek injunctive relief, protection of confidential information, repossession of Buyer Property, or collection of undisputed amounts in any court of competent jurisdiction.
The prevailing party in any dispute is entitled to recover reasonable attorney fees and costs.
- Miscellaneous
Supplier is an independent contractor and has no authority to bind Buyer.
Supplier shall not use Buyer’s name, logo, customer names, project names, or photographs in advertising, publicity, case studies, or announcements without Buyer’s prior written consent.
Notices must be in writing and delivered to the addresses stated in the purchase order.
If any provision is invalid or unenforceable, the remaining provisions remain effective.
Buyer’s failure to enforce any right is not a waiver.
Buyer’s rights and remedies are cumulative.
Provisions that by their nature should survive shall survive completion, payment, acceptance, cancellation, or termination, including warranties, confidentiality, intellectual property, indemnity, insurance, payment rights, dispute resolution, and remedies.