Terms and Conditions

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Global Terms and Conditions

1. EXCLUSIVE TERMS AND CONDITIONS; ACCEPTANCE; MODIFICATION. No prices or other terms and conditions other than those stated herein and no agreement of understanding, oral or written, in any way purporting to modify these prices, terms, and conditions shall be binding on Purchaser unless hereafter made in writing, specifically stating that it is a modification of these terms, conditions and provisions set forth herein, conditional upon Supplier's acceptance of Purchaser's order, and this acceptance is expressly made conditional on Seller's assent to these conditions as the only conditions for this sale. Provision of products sold hereunder by Supplier to Purchaser shall constitute assent to all conditions and provisions contained in this form, and Purchaser hereby objects to and rejects any and all additional or different terms proposed by Supplier, whether contained in Supplier's invoice or elsewhere. All proposals, negotiations, and representations, if any, made prior and with reference hereto are superseded hereby. Dupaco Inc. is, and shall be, the sole and exclusive owner of all right, title and interest in and to any technology, modification, deliverable (including any equipment or products), work of authorship, or invention that is developed, conceived, or made by Supplier in the performance of services or the supply of products under this [PO] that is (I) related to Dupaco Inc.'s products or technology, (II) designed or made exclusively for Dupaco Inc., or (III) based exclusively on Dupaco Inc.'s specifications. Supplier hereby grants to Dupaco Inc. a limited, irrevocable, perpetual, fully paid-up, royalty-free license to use, make, sell, and otherwise exploit any of Supplier's pre-existing intellectual property rights to the extent necessary for Dupaco Inc.'s use or sale of the services or deliverables provided under this [PO]. 

2. APPLICABLE LAW. This Purchase Order shall be governed and interpreted according to the laws of the State of California, without giving effect to any conflict of law’s provisions. Each party hereby expressly submits itself to the exclusive, personal jurisdiction of the federal and state courts situated in Sacramento, CA with respect to any and all claims, demands and/or causes of action asserted or filed by any party in any way relating to, or arising out of, this Purchase Order.

3. DEFAULT TERMINATION. Purchaser may terminate the Purchase Order in whole or in part via emailed notice.

a. If the Supplier shall become insolvent or make a general assignment for the benefit of creditors; 

b. If a petition under the Bankruptcy Act is filed by or against Supplier,

c. If Supplier fails to make delivery of the supplies or perform the services within the time specified herein or any extension thereof; or

d. If the Supplier fails to perform any other provision of this Agreement or the Purchase Order or provides nonconforming goods.

4. WARRANTY. Supplier expressly warrants that all goods and work covered by the Purchase Order will conform to the drawings, specifications, samples, or other description furnished by the Purchaser and will be fit and sufficient for the purpose intended, merchantable, of good material and workmanship, free from defect, and shall comply with all laws and regulations of Federal and State governments. This warranty shall run to the Purchaser, its successors, assigns, customers, and users of its product.

5. INDEMNITY. Supplier agrees to indemnify and save Purchaser harmless from and against any and all claims, demands, actions and causes of action which are hereafter made or brought against Purchaser by any person for the recovery of damages for injury, illness and/or death, or damage to property including the loss of use thereof, which is caused or alleged to have been caused by the existence, handling, use, consumption or sale of Supplier's products, equipment or services shipped, delivered or performed by Supplier to or for Purchaser, including, without limitation, any judgment rendered against Purchaser in any such action and the reasonable attorneys' fees and costs incurred by or on behalf of Purchaser in connection with any such action.

6. ASSIGNMENT. Supplier shall not assign the Purchase Order, in whole or in part, nor any sum due hereunder, without the written consent of Purchaser. The giving of such consent shall not relieve Supplier of any obligation imposed by the terms and conditions hereof.

7. TIME OF ESSENCE. Time of delivery is of the essence of this Purchase Order, and Purchaser reserves the right to cancel all or any part of the Purchase Order without penalty of any kind or payment of cancellation charges, if not delivered in a condition satisfactory to Purchaser within the time specified.

8. ACCEPTANCE. Acceptance of this Purchase Order, or shipment of any part of it will constitute an agreement to all specifications as to terms, delivery, and price.

9. SUPPLIER CHANGES. Supplier agrees that no changes in materials or processes will be implemented without first notifying Dupaco Inc. via email at customerservice@dupacoinc.com. Notification must be received at least six (6) months before implementation.

10. PACKING SLIPS. Packing slips must accompany all shipments and must include Purchaser's part number and Purchase Order number.

11. INSPECTION OF GOODS. Purchaser may inspect the goods within a reasonable time after delivery. If nonconforming goods are provided to Purchaser, Purchaser may either return the nonconforming goods to Supplier at Supplier's risk and expense or terminate the Purchase Order as a default. Payment shall not constitute acceptance of the goods or waiver of Purchaser's right to inspect. Nor shall payment impair any of Purchaser's rights under the Uniform Commercial Code or otherwise.

12. NONCONFORMING GOODS. Goods not in accordance with stated specifications will be rejected and held at Supplier's risk awaiting disposal. Supplier must pay freight on all rejected material.

13. CONTINGENCY. In the event of interruption of our business in whole or in part by reason of fire, flood, windstorm, earthquake, war, strike, embargo, acts of God, government action, or any cause beyond our control, we shall have the option of canceling undelivered orders in whole or part without penalty of any kind or payment of cancellation charges. 

14. BACK ORDERS. Supplier shall pay for freight on all back orders if there is less than a minimum freight shipment.

15. AFFIRMATIVE ACTION. The parties hereby incorporate the requirements of 41 C.F.R. §§ 60-1.4(a)(7), 60-250.5 and 60-741.5, if applicable. 

16. CONFLICT MINERALS. Supplier agrees to: (1) familiarize itself with the US and European Union's conflict minerals laws and regulations, implement policies that are consistent with this policy, and require their direct and indirect suppliers to do the same; (2) implement procedures to trace conflict minerals at least to the smelter or refiner level, working with its direct and indirect suppliers as applicable, and to provide Dupaco Inc. with proper verification of the country of origin and source of the materials used in the products they supply to Dupaco Inc.; (3) where reasonably possible, source conflict minerals from smelters and refiners validated as conflict free, and require their direct and indirect suppliers to do the same; and (4) upon Dupaco Inc.'s request, provide Dupaco Inc. with written certifications and other information concerning the origin of conflict minerals included in products and components supplied to Dupaco Inc., and require their direct and indirect suppliers to do the same. 

17. MWVBE. Supplier agrees to disclose its ownership status as Minority, Women, or Veteran Business Enterprise (MWVBE), if applicable.

18. SUBCONTRACTING. Supplier shall not subcontract any portion of the work or services under this Purchase Order without Purchaser’s prior written consent. Any approved subcontracting shall not relieve Supplier of any responsibility or liability under this Purchase Order, and Supplier shall ensure that its subcontractors comply with all applicable terms, conditions, and requirements herein.