Vendor Terms & Conditions of Sale

EarthLinked Technologies, Inc. ("Purchaser") hereby requests that the vendor identified in this purchase order ("Vendor") furnish the goods and/or services listed above upon and subject to the terms, conditions, and other limitations contained herein and/or on the reverse side hereof, or available on our website at www.earthlinked.com/vendor-terms-of-sale. This purchase order and its terms, conditions, and other limitations shall constitute the full and entire contract between Purchaser and Vendor.

PO Number: The Purchase Order Number (“PO number”) shown above must be displayed on all shipments, invoices and other communications relating to this order.

Invoice Instructions: Each order must be invoiced separately. Vendor must send one priced copy of the invoice and the original bill of lading to Purchaser’s address listed above. Each shipment must contain an itemized packing list. Except when using Purchaser’s approved logistics company, each invoice must show chargeable prepaid freight separately, and a copy of the freight bill should also be attached to the invoice.

Shipping Instructions: Goods will be received at Lakeland, Florida, during normal business hours of Purchaser, which are currently 7:00 am to 3:30 pm (Monday to Friday inclusive). Deliveries made at any other time will not be accepted.

This Purchase Order is expressly conditional on acceptance by Vendor of the terms and conditions herein, including the Terms and Conditions of Sale on the reverse side hereof or available on our website at www.earthlinked.com/vendor-terms-of-sale. NO ADDITIONS OR MODIFICATIONS TO THE TERMS AND CONDITIONS HEREIN WILL BE BINDING UPON PURCHASER UNLESS EXPRESSLY AGREED TO IN A WRITING SIGNED BY THE PURCHASER.

THIS ORDER IS PLACED SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS, WHICH MAY NOT BE VARIED EXCEPT BY A WRITING SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF PURCHASER:
  1. Purchaser reserves the right to refuse any goods and to cancel all or any part of this order if Vendor fails to deliver any part of the goods in accordance with the terms of this order.
  2. Delivery of the goods shall not be deemed to be complete until the goods have actually been received and accepted by Purchaser, notwithstanding any agreement to pay freight, express, or other transportation charges, and the risk of loss or damage to the goods while in transit shall remain with Vendor.
  3. By accepting this order, Vendor acknowledges that it is aware that the goods covered by this order are intended to be incorporated in heat transfer systems that include heat pumps and that any defect in such goods may result in special and consequential damages to Purchaser.
  4. Vendor represents and warrants to Purchaser that the goods covered by this order are of merchantable quality and fit for the foregoing purpose or use. Acceptance of this order shall constitute an agreement upon the part of Vendor to indemnify Purchaser against all liability, loss, and damage, including reasonable attorney's fees, sustained by Purchaser by reason of any failure of the goods to conform to such warranties. Such indemnity shall be in addition to any other remedies afforded to Purchaser by law.
  5. Vendor represents and warrants to Purchaser that the goods covered by this order have been manufactured and sold in accordance with all applicable federal, state, and local laws, rules, and regulations.
  6. This contact shall be governed by the laws of the State of Florida.
  7. Any controversy or claim arising out of or relating to this contract or the breach thereof shall be settled by arbitration in accordance with the rules of the American Arbitration Association, and judgment upon any award rendered in such proceedings may be entered in any court having jurisdiction thereof. Venue for the resolution of all disputes shall be Polk County, Florida, where this contract is entered.
  8. This contract contains the entire agreement of the parties. It may not be modified or terminated orally, and no claimed modification, rescission, or waiver shall be binding on Purchaser unless set forth in a writing signed by a duly authorized representative of Purchaser. No modification or waiver shall be deemed effected by Vendor's confirmation or acknowledgment containing other or different terms.