Purchase Order Terms and Conditions

The following terms and conditions are a part of each purchase order submitted by CHAN LUU, LLC. and are binding upon Seller (defined as the entity identified as the seller in the corresponding purchase order).

ACCEPTANCE BY SELLER IS LIMITED TO THE TERMS OF THE PURCHASE ORDER AND THESE TERMS AND CONDITIONS. PURCHASER OBJECTS TO ANY DIFFERENT OR ADDITIONAL TERMS IN SELLER’S ACCEPTANCE OR ANY OTHER DOCUMENT OR FORM TRANSMITTED ON BEHALF OF SELLER, UNLESS PURCHASER’S WRITTEN CONSENT IS FIRST OBTAINED. PURCHASER’S OBJECTION TO DIFFERENT OR ADDITIONAL TERMS SHALL NOT BE WAIVED BY ACCEPTANCE OF ANY MERCHANDISE OR BY PAYMENT OF ANY INVOICE.

1. Acceptance of a purchase order, or shipment of merchandise or performance of work in connection therewith, constitutes Seller’s agreement to the purchase order and these terms and conditions.

2. Verbal orders are not valid unless subsequently confirmed with a written or electronic purchase order. Purchaser will not assume liability for any merchandise shipped prior to receipt by Seller of a duly authorized purchase order.

3. In the event Seller is unable to deliver any part or all of the merchandise, Seller agrees to notify the Purchaser immediately. Such notice will not limit the remedies available to Purchaser or the liability of Seller for nonperformance.

4. Purchaser or Purchaser’s agent may refuse delivery or return the merchandise for:

A. Shipments made after the cancel date specified in the purchase order;

B. Shipments of less than or in excess of quantities ordered;

C. Merchandise which is not according to sample or which is not specified in the purchase order;

D. Merchandise which is not as represented or as warranted;

E. Merchandise which for any reason, except payment of applicable duties and tariffs, will not be cleared for entry by the applicable customs authority; and

F. Merchandise which has quality or safety defects and/or is recalled for any reason.

5. All merchandise furnished under any purchase order shall be subject to inspection and testing by representatives of Purchaser, its customers or agents, and may be rejected and returned to Seller at Seller’s cost when found to be defective, or otherwise subject to return as set forth above, at any time prior to resale, or at any time after resale if Purchaser’s customer is allowed a refund or credit. If a shipment, or any portion of a shipment, is determined by sampling procedures to include merchandise that is defective or otherwise subject to return as set forth above, the entire shipment or portion may be rejected and returned to Seller at Seller’s cost. At the option of the Purchaser in its sole discretion, any rejected or returned merchandise or shipment shall be subject to refund, repair by Purchaser or Seller, or replacement by Seller, at Seller’s cost. Payments for merchandise prior to inspection shall not constitute acceptance and Purchaser reserves the right to hold for Seller or return to Seller, at Seller’s expense, any rejected merchandise.

6. Unless otherwise specified by Purchaser or required by law, payment terms shall be net thirty (30) days. Payment terms will be calculated from the receipt of goods at destination (not at consolidator). Payments will be issued in the currency listed on the purchase order on the next possible payment run following the due date after the shipment has been received and the invoice has been reconciled. Purchaser reserves the right to offset any amounts claimed by Purchaser against any amounts otherwise due Seller.

7. No claim, action or demand arising out of the transactions under any purchase order may be brought by Seller more than one (1) year after the cause of action has accrued.

8. Seller shall ship all merchandise according to the purchase order unless Purchaser gives written consent to deviate. If the purchase order provides for shipment via ocean and Seller ships the merchandise via air, Seller shall reduce the original cost of the merchandise by the difference in price between ocean shipment and air shipment. Merchandise must be packed, shipped and described on the bill of lading in accordance with applicable freight tariffs.

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