Purchase Order Terms & Conditions

Terms of Purchase

The following terms shall be applicable to all London Bridge Trading Co., Ltd. (“LBT”) purchase orders:

Acceptance

Commencement of performance pursuant to a LBT Purchase Order constitutes acceptance thereof by Vendor.  The terms and conditions set forth here or contained in the LBT Purchase Order itself, whether expressed directly or incorporated by reference, may not be changed in any respect without the express written consent of LBT, any provision in Vendor’s orders or other documentation to the contrary notwithstanding. If the LBT Purchase Order is in support of another agreement with Vendor (subcontract, joint venture, BOA, BPA or otherwise), the provisions of the LBT Purchase Order shall be in addition to the terms and conditions of any such other agreement and the LBT Purchase Order including these terms and conditions shall be deemed to be part of any such other agreement.

Assignment

Vendor shall not delegate any duties nor assign any rights or claims under any LBT Purchase Order without the prior written consent of LBT.  Without LBT’s prior written consent, any such attempted delegation or assignment shall be void.

Binding Effect; Choice of Law, Venue

Vendor’s acceptance of a LBT Purchase Order shall be a contract made in the Commonwealth of Virginia and governed by the laws thereof.  Venue for any legal proceeding relating to or arising from a LBT Purchase Order shall lie exclusively in the state or Federal courts located in or having jurisdiction over the City of Virginia Beach, Virginia. 

Delivery; Date of Delivery

Time is of the essence for every LBT Purchase Order. If deliveries are not made on the dates specified, LBT reserves the right without any liability to Vendor to cancel or to purchase elsewhere the goods and/or services to have been delivered and in LBT’s sole discretion any or all of any remaining deliveries under the order, holding Vendor accountable for any additional costs over the remaining value of this purchase order which are incurred thereby. If delivery dates cannot be met, Vendor must inform LBT in writing not later than two (2) business days from the date Vendor determines or reasonably should have determined that it will not meet any delivery date and advise LBT of the Vendor’s best possible delivery date(s) to LBT which LBT may or may not accept in its sole discretion.

Deliveries shall be to the place specified on the face of the LBT Purchase Order or if no place for delivery is so specified to LBT at 585 London Bridge Road, Virginia Beach, VA 23454.

If an order hereunder specifies more than one item or delivery date, Vendor’s obligation with regard to each item and delivery date shall be separate and distinct.  Vendor’s failure to make delivery of any item or to meet any delivery date shall not affect Vendor’s obligations with respect to the remaining items or deliveries specified in this order unless as a result of Vendor’s failure to make timely delivery LBT has within its sole discretion has terminated any or all of the remaining items or deliveries specified in this order.

Evidence of Shipment

Vendor shall forward to LBT, with the invoice, the express receipt or bill of lading, signed by the carrier, evidencing the fact that shipment has been made and received by LBT or LBT’s customer.

Freight Discrepancy

If Vendor has not complied with any LBT shipping instructions stated on a LBT Purchase Order or the Vendor has shipped the items in a manner that results in excess freight and handling costs to LBT, LBT may charge back to the Vendor. Depending on the severity of the discrepancy, either a standard LBT charge back (which charge LBT may establish from time-to-time in its sole discretion) will be initiated or “actual freight incurred” will be charged.  Severity is determined by LBT, in its sole discretion, and is dependent upon the quantity, mode of transportation, distance and excess freight costs incurred by LBT.

Inspection of Goods

Final inspection shall be done by LBT or its designee.   Acceptance is within the sole discretion of LBT.  Materials rejected as not conforming to a LBT Purchase Order shall be returned at Vendor’s expense, including transportation and handling costs.

Modification and Termination

An LBT Purchase Order may not be modified or terminated orally. No claimed modification, termination or waiver of any of the provisions of an LBT Purchase Order shall be valid unless set forth in writing and signed by an authorized officer of LBT. An LBT Purchase Order may be terminated at any time by mutual agreement of the parties, which agreement shall be in writing and specify the respective remaining rights and duties of the parties. LBT may unilaterally terminate a LBT Purchase Order for default of Vendor without prejudice to any claim for damages or other relief which LBT may have as a result of Vendor’s default. An LBT Purchase Order or any portion thereof may be terminated in whole or in part by LBT for its convenience or because of the termination of a relevant United States Government prime contract. In the event that a LBT Purchase Order or any portion thereof is terminated due to the termination of a relevant United States Government prime contract, Vendor’s damages and LBT’s sole liability shall be limited to those damages which LBT is able to recover from the United States Government.

Non-Waiver

The failure of LBT at any time to insist on performance of any provision of a LBT Purchase Order shall not be construed as a waiver of such provision in any later instance nor shall it be construed as a waiver of any other provision of such order.

Payment

Unless otherwise set forth in a LBT Purchase Order, payment shall be made in U. S. Dollars and in accordance with the terms set forth on such order. In the event that no terms are set forth on a LBT Purchase Order, payment shall be made net thirty (30) calendar days after LBT’s acceptance of the goods and/or services.

Quantities

Shipments must equal exact amounts ordered unless otherwise agreed in writing by LBT.

Restocking Fees

LBT shall not be liable for any restocking fees or like charges without prior written consent of LBT.

Risk of Loss

All risk of loss shall remain with Vendor until LBT has taken possession of and accepted the goods which are the subject of a LBT Purchase Order.

Shipment of Goods

Vendor shall follow all shipping instructions sent with each LBT Purchase Order.  No more than one (1) shipment per week will be accepted by LBT unless previously authorized by LBT in writing or stated on a LBT Purchase Order.

Taxes

Except as may be otherwise specifically provided in a LBT Purchase Order, the price set forth in any such order includes all applicable federal, state, and local taxes in effect on the date of the order.

Title

Vendor hereby certifies that it will convey good and clear title to all goods delivered pursuant to a LBT Purchase Order and that there are no liens or encumbrances on, security interests in or other impairments to the goods to be delivered hereunder.

Vendor's Warranties

Vendor warrants all products or materials delivered pursuant to a LBT Purchase Order to be free from defect in material or workmanship and to conform strictly to the specifications, drawings, and/or sample specified by a LBT Purchase Order or furnished to Vendor. This warranty shall survive any inspection, delivery, acceptance of, or payment by LBT for the products or materials or services. Vendor’s warranties hereunder shall extend for for the period of vendor’s standard warranty of goods and/or services or two (2) years from the date of LBT’s acceptance of the goods and/or services whichever is longer.

Vendor further warrants that all certifications provided by Vendor as required by the terms of a LBT Purchase Order are true and correct as of the time that they are given and that during the period of performance hereunder any change in circumstance with regard to any such certification will be promptly disclosed to LBT.

Vendor hereby assumes all liability for and indemnifies and agrees to hold harmless LBT from any and all liabilities, losses, damages, injuries, claims, demands, penalties, obligations, actions, costs and expenses, including reasonable attorneys fees, of whatever kind and nature arising out of Vendor’s breach of any warranty or other provision herein.

Equal Employment / Affirmative Action

Notification of Equal Employment Opportunity Affirmative Action Obligations

As part of LBT’s compliance with Federal Equal Employment Opportunity and Affirmative action regulations, we hereby notify all vendors that LBT is an equal opportunity employer that makes employment decisions without regard to race, religion, color, national origin, citizenship, sex, sexual orientation, gender identity, protected veteran’s status, age, disability status or any other characteristic prohibited under Federal, State or local laws and that LBT takes affirmative steps to employ and advance in employment qualified protected veterans and qualified individuals with disabilities. LBT further notifies all vendors that, as an entity supplying goods and/or services to LBT, your organization confirms that it will not discriminate against any employee or applicant for employment because of race, color, religion, age, sex, sexual preference, gender identity, veteran status, disabled status or national origin and further confirms that you acknowledge that you may be subject to, and required to take action pursuant to, the following laws and accompanying regulations:

• Executive Order 11246 (and it’s implementing regulations at 41 C.F.R. part 60);
• The Vietnam Era Veterans Readjustment Assistance Act of 1974, as amended (and its implementing regulations at 41 C.F.R. 60-300); and,
• Section 503 of the Rehabilitation Act of 1973, as amended (and its implementing regulations at 41 C.F.R. 60-741); and,
• Executive Order 13496 (and its implementing regulations at 29 C.F.R. part 471, Appendix A to Subpart A0.

The equal employment opportunity clauses within each of the above regulations, as applicable, are included by reference in all contracts between LBT and all our vendors.

Clauses Incorporated by Reference

In the event the goods, deliverables and/or services covered by a LBT Purchase Order are to be used in whole or in part for the performance of a United States Federal Government contract(s) (herein the “prime contract(s)”), including but not limited contracts with the Defense Logistics Agency – Troop Support, Philadelphia, PA, which prime contracts are governed by specific rules and regulations of the Federal Government, the applicable clauses are incorporated herein by reference and shall predominate in the event of conflict with any other provision of this Purchase Order unless specifically noted.

The referenced clauses are set forth or referred to in the Federal Acquisition Regulations (FAR) and DoD Supplement to the FAR (DFARS). In order to make the context of these clauses applicable to this Purchase Order, the term “Contractor” in all such clauses shall mean “Seller” or “Vendor”, the term “Contract” in all such clauses shall mean this “Purchase Order”, and the term “Contracting Officer” shall mean “Buyer” unless otherwise specified. The terms “Government” and “Contracting Officer” do not change (1) in the phrases “Government Property,” “Government-Owned Property,” “Government Equipment,” “Government-Furnished Property,” and “Government-Owned Equipment;” (2) when a right, act, authorization, or obligation can be granted or performed only by the Government or the Prime Contract Contracting Officer or his duly authorized representative; (3) when access to proprietary financial information or other proprietary data is required; (4) when title to property is to be transferred directly to the Government; (5) where specifically modified as noted below; and (6) in FAR 52.227-14, 52.227-19, and DFAR 252.227-7013, 252.227-7014, 252.227-7015, and 252.227-7016.

The full text of the FAR clauses can be found at: https://acquisition.gov/browse/index/far. The full text of the DFARS clauses can be found at:  http://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html.  

In the event that a LBT Purchase Order is placed in support of a US Department of Defense prime contract, unless otherwise indicated herein, such order is a Rated Order Contract and unless otherwise indicated has a Priority Rating of DO-C9 certified for national defense use under Defense Production Act Programs, DoDD 4400.01 (series) and the Department of Defense Priorities and Allocations Manual, DoD 4400.1-M. Vendor is required to follow all provisions of the Defense Priorities and Allocations System, 15 CFR 700 et. seq., in performance under this order.

In the event that a LBT Purchase Order is placed in support of a United States Government contract, Vendor certifies that neither it nor any of its principals is presently debarred, suspended, proposed for debarment or suspension or is otherwise ineligible to receive awards of contracts from or in support of the Government and that neither it nor any of its principals have within a three (3) year period preceding this order been convicted of or had a civil judgment rendered against any of them for commission of a fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) contract or subcontract, for violation of federal or state antitrust laws relating to public contracts or for embezzlement, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property, and that neither the Vendor nor any of its principals are presently indicted for or otherwise criminally or civilly charged by a governmental entity with commission of any of the offenses enumerated above.

In the event that a LBT Purchase Order is subject to the provisions of the Berry Amendment, 10 USC 2533a as implemented by DFARS 252.225-7012 or any other similar regulation or requirement, a Certificate of Compliance with the requirements thereof must be provided with each shipment.  Vendor agrees that LBT personnel may enter upon its facilities to perform an inspection and audit to verify compliance such provisions. LBT shall provide at least three (3) business days prior notice of the date LBT intends to perform any such inspection and audit.