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TERMS AND CONDITIONS

  1. PAI Purchase Orders are valid only if signed and approved.
  2. No revisions to PAI Purchase Orders shall be valid unless in writing and signed by an authorized representative of PAI Industries, Inc. (further referred to as "PAI"). Should seller's invoices be presented in deference to purchase order, PAI reserves right to pay in accordance with purchase order.
  3. Price Changes: Prices specified on PAI's Purchase Orders shall not be subject to increase without PAI's consent in writing and upon 30 days written notice to PAI.
  4. General Warranty: Seller expressly warrants that the articles and all materials furnished under a PAI Purchase Order will be free from defects in material and workmanship. Further, the seller shall warrant that articles and materials provided shall conform strictly to the specifications, drawings or samples specified or FURNISHED and that the articles or materials supplied are marketable and fit for the use intended and shall survive appropriate inspection and acceptance.
  5. Delivery: The right is reserved to cancel all or any part of a PAI Purchase Order if not shipped as promised and within the timeframe stated. Further, PAI reserves the right to cancel and hold the seller accountable should committed deliveries not be met.
  6. Confidential: The seller shall not, without first obtaining the written consent of PAI, in any manner advertise or publish the fact that the seller has furnished or has contracted to furnish to PAI the articles in a PAI Purchase Order. The seller shall not disclose any of the details connected with a PAI Purchase Order to any third party, including matters involving materials, design, tools, patterns, drawings, dies, fixtures supplied by PAI to the seller.
  7. Title to materials, designs, tools, patterns, drawings, dies, fixtures, etc., supplied by PAI to seller (or built or constructed by seller for PAI) shall be and remain vested in PAI and shall be promptly returned to PAI upon demand. No design, tools, patents, drawings, or other information supplied by PAI to seller for use in the manufacture of the materials contracted for shall be used in the production, manufacture or design of any other materials or any other purchase nor for the manufacture or production of large quantities than those specified except with the express consent in writing of PAI, at the termination of this contract they shall be disposed of as PAI may direct. All tools, designs, patterns, drawings and other property, if any, belonging to PAI, shall while in seller's possession be at seller's sole risk from loss or damage from all hazards, likewise, all sole risk from loss or damage.
  8. Arbitration: Any controversy or claim arising out of or related in any way to this AGREEMENT shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect at the time the demand or arbitration is filed. In the event of matters in Arbitration, such arbitrators as are chosen shall be persons who are familiar with the standards and practices of the particular industry that applies to the goods and/or services ordered. Should any party refuse or neglect to appear or participate in arbitration proceedings, the arbitrator is empowered to decide the controversy in accordance with whatever evidence is presented. The arbitrator is authorized to award any party or parties such sums, as he shall deem proper for the time, expense and trouble of arbitration.

    The prevailing party in arbitration shall be awarded reasonable costs and expenses (including arbitrator's fees and administrative expenses); including attorney's fees incurred in such arbitration, and shall be further awarded all reasonable costs and expenses, inclined in any court action or suit brought to enforce this arbitration agreement or award. The prevailing party shall further be entitled to collect all attorney's fees and costs incurred in attempting to collect on and enforce said award or judgment.

    The award rendered by the arbitrators shall be final and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.
  9. Attorney's Fees: If either party becomes involved in a suit action or arbitration arising out of this AGREEMENT or the performance thereof or should any suit, action or arbitration be brought to enforce or interpret any part of the AGREEMENT, the prevailing party shall be entitled to recover as an element of his/its costs of suit, action or arbitration, and not as damages, reasonable attorneys fees to be fixed by the court or other tribunal. Further, the prevailing party shall be entitled to recover all costs of suit, action or arbitration incurred. The prevailing party shall be the party who is entitled to recover all costs of suit, action or arbitration proceeds to final judgment, decision or award. A party not entitled to recover his/its costs shall-not recover attorneys' fees. No sum for attorneys' fees shall be counted in calculating the amount of a judgment, decision or award for purposes of determining whether a party is entitled to recover his/its costs or attorneys' fees.
  10. Merger/Integration: This AGREEMENT intended by the parties as a final expression of their agreement and is intended as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term used in this AGREEMENT. Acceptance or acquiescence in a course of performance rendered under this AGREEMENT shall not he relevant to determine the meaning of this AGREEMENT even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection. This AGREEMENT is the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and discussions. This AGREEMENT may be amended only by an agreement in writing signed by all parties hereto. All specifications, drawings, notes, instructions, engineering notices or technical data referred to in the Purchase Order shall be deemed to be incorporated therein by reference as if fully set forth. Further, in the case of any discrepancies or questions, the seller shall refer to PAI for decision, instructions, or interpretations.
  11. Applicable Law/Choice of Forum: This AGREEMENT has been negotiated and executed in the State of Georgia and all of the rights and obligations of the parties hereto shall be construed, enforced and governed by and in accordance with the laws of the State of Georgia and in accordance with the provisions of the Georgia Uniform Commercial Code in effect of the date, of this AGREEMENT.

    The parties agree that any arbitration proceedings or litigation between the parties concerning any controversies, claims, or disputes arising out of or related in anyway to this Agreement shall be initiated, conducted and maintained only in Gwinnett County Georgia, and not in any other location. With respect to any such arbitration or litigation, the parties hereby irrevocably consent and agree that the arbitration tribunal and courts located in Gwinnett County, Georgia, authorize to exercise personal jurisdiction over each of them and the venue shall be deemed proper in such location.
  12. Acceptance: When acknowledgement is received from seller and/or work performance is known to have begun, the Purchase Order shall be considered as accepted. Should seller's acknowledgement contain different prices, delivery schedules, or specifications of merchandise inconsistent with or in addition to the forms and conditions stated in the Purchase Order, said conditions and terms shall have no force or effect upon the Purchase Order.
  13. Rejection of Goods or Services: Defective or otherwise nonconforming goods and/or services involving material defects shall be returned to the seller at seller's expense.
  14. Indemnification: Seller shall indemnify PAI from all liability for loss, damage, or injury to person or property in any manner arising out of performance of the Purchase Order contract, including but not limited to, any claims that the products or materials furnished by the seller infringe on any patents.
  15. Assignment: Seller shall not delegate any duties, nor assign any rights or claims under PAI's Purchase Order, without our prior written consent and that any such attempted delegation or assignment shall be void.
  16. Setoffs: All claims for monies due or to become due from PAI shall be subject to deduction by PAI for any setoff or counterclaim arising out of any PAI Purchase Orders with subject seller, whether such setoff or counterclaim before or after any such assignment by the seller.
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