Purchase Order Terms & Conditions

1. Application and Acceptance

These Purchase Order Terms & Conditions (“PO Terms”) apply to each purchase order issued by Blevins Holdings LLC or the affiliate identified as buyer on the purchase order (“Buyer”) to the supplier identified on the purchase order (“Seller”), unless an authorized signed agreement expressly supersedes them.

Seller accepts the purchase order and these PO Terms by acknowledging the order, beginning performance, shipping goods, providing services, accepting payment, or otherwise indicating acceptance. Buyer rejects additional or different Seller terms unless expressly accepted in a writing signed by an authorized Buyer representative.

2. Order of Precedence

In the event of conflict, documents control in the following order unless expressly stated otherwise:

1. a signed agreement or amendment between Buyer and Seller;
2. the face of the purchase order and any signed statement of work;
3. Buyer specifications, drawings, security schedules, quality requirements, and expressly incorporated flow-downs;
4. these PO Terms.

Seller quotations, proposals, acknowledgments, invoices, portals, click-through terms, and packing documents do not modify the Order.

3. Authority and Changes

Only an authorized Buyer representative may issue, modify, or cancel an Order. Technical direction, scheduling discussions, emails, site instructions, or requests from other personnel do not change price, scope, delivery, or legal terms unless confirmed through an authorized written change.

Seller must promptly notify Buyer if an instruction may change cost or schedule and must not proceed with the changed work until authorized, except when necessary to protect life, safety, property, systems, or information.

4. Price, Taxes, and Most-Favored Terms

The Order price is firm unless the Order expressly permits adjustment. Price includes packaging, handling, insurance, duties, and all charges except separately stated taxes Buyer is legally required to pay.

Seller will not invoice taxes for which Buyer provides a valid exemption. Seller is responsible for taxes imposed on Seller’s income, payroll, property, personnel, or subcontractors.

If Seller offers Buyer a lower price for materially equivalent goods or services before delivery, Seller will promptly notify Buyer and apply the lower price unless prohibited by law or contract.

5. Delivery, Schedule, and Risk of Loss

Time is of the essence. Seller will deliver goods and perform services by the dates, quantities, locations, and methods stated in the Order. Seller must promptly notify Buyer of any actual or anticipated delay, its cause, expected duration, and mitigation plan.

Unless the Order states otherwise, title and risk of loss pass to Buyer upon delivery and acceptance at Buyer’s designated location. Passage of title does not constitute acceptance. Buyer may require expedited shipment at Seller’s cost when delay is caused by Seller.

6. Packaging, Shipping, and Documentation

Seller will package, label, preserve, and ship goods to prevent damage and comply with carrier, safety, hazardous-material, customs, export, environmental, security, and Order requirements. Each shipment must include the purchase order number, part or item numbers, quantity, country of origin where required, and applicable certificates or records.

Buyer is not responsible for unauthorized shipping, insurance, storage, demurrage, or handling charges.

7. Inspection, Acceptance, and Rejection

Buyer may inspect and test goods, services, Deliverables, records, and work in process at reasonable times. Inspection, payment, use, or failure to inspect does not waive latent defects, fraud, warranty rights, or nonconformity.

Buyer may reject nonconforming goods or services and, at its option, require prompt correction or replacement, obtain a refund, accept with an equitable price reduction, or procure substitutes and recover reasonable excess costs. Rejected goods are held or returned at Seller’s risk and expense.

8. Warranties

Seller warrants that all goods and services will:

• conform to the Order, specifications, samples, descriptions, drawings, and applicable standards;
• be new, genuine, merchantable, free from defects, and fit for the intended purpose made known to Seller;
• be delivered with good title, free of liens and undisclosed encumbrances;
• not contain counterfeit, suspect, recycled-as-new, or unauthorized substitute parts;
• be performed professionally by qualified personnel; and
• comply with applicable law and not infringe third-party rights.

Unless a longer period is stated in the Order, warranties continue for twelve (12) months after final acceptance or, for repaired or replaced items, twelve (12) months after correction. These warranties are in addition to warranties available by law.

9. Quality, Traceability, and Counterfeit Prevention

Seller will maintain quality controls appropriate to the goods and services and comply with Order-specific inspection, testing, certification, calibration, traceability, configuration-control, and record requirements.

Seller will source parts and materials from authorized or reliable sources, maintain traceability where required, notify Buyer of suspected counterfeit or nonconforming items, preserve relevant evidence, and cooperate with investigation, reporting, containment, and corrective action.

10. Services, Personnel, and Site Rules

Seller will perform services in a safe, professional, timely, and workmanlike manner. Seller is responsible for its personnel, wages, taxes, benefits, supervision, conduct, training, licenses, work authorization, and compliance.

Seller personnel entering a Buyer or customer location must comply with access, safety, security, privacy, conduct, technology, and facility rules. Buyer may require removal of personnel for reasonable security, safety, performance, or conduct concerns.

11. Invoices and Payment

Invoices must comply with the Order and identify the correct Buyer entity, purchase order number, line item, goods or services, delivery or service dates, quantity, unit price, taxes, and supporting documentation. Buyer may reject or return an incomplete or inaccurate invoice.

Payment timing is governed by the Order. If the Order is silent, Buyer will pay undisputed amounts within a commercially reasonable period after the later of receipt of a proper invoice, delivery, and acceptance. Payment does not constitute acceptance or waive claims.

Changes to banking or remittance instructions are subject to independent verification. Seller must not rely solely on email instructions to change payment information.

12. Setoff and Withholding

Buyer may deduct or set off amounts Seller owes Buyer or an applicable affiliate against amounts otherwise payable, to the extent permitted by law. Buyer may withhold disputed amounts while the parties investigate, but will pay undisputed amounts according to the Order.

13. Records, Audit, and Access

Seller will maintain complete and accurate records supporting performance, quality, pricing, invoices, compliance, and required flow-downs for the period stated in the Order or required by law. Buyer, its customer, auditors, and authorized government representatives may inspect relevant records when an audit right is stated in the Order or required by law or contract.

Audits will be conducted reasonably and subject to security, privilege, confidentiality, and data-minimization protections.

14. Compliance With Law

Seller will comply with all laws, regulations, permits, licenses, orders, and standards applicable to the Order, including requirements concerning labor, employment, nondiscrimination, wages, workplace safety, environment, anti-trafficking, anti-corruption, import, export, sanctions, privacy, cybersecurity, accessibility, and product safety.

Seller will obtain required permits and approvals and promptly notify Buyer of any actual or suspected violation materially affecting the Order.

15. Ethics, Conflicts, and Business Integrity

Seller will not offer, authorize, request, or accept bribes, kickbacks, fraudulent payments, gifts intended to improperly influence, or other unlawful inducements. Seller will maintain accurate records and disclose actual or potential conflicts of interest.

Seller will promptly report suspected fraud, corruption, counterfeit materials, falsified records, or other misconduct related to the Order through the contact stated in the Order or the Blevins contact page.

16. Government Contracts and Flow-Down Requirements

If the Order supports a government contract, grant, cooperative agreement, subcontract, or regulated customer requirement, clauses and obligations identified in the Order or required to be flowed down are incorporated by reference with the changes necessary to identify Buyer as the contracting party and Seller as the subcontractor or supplier.

Seller will provide representations, certifications, cost or pricing information, cybersecurity information, country-of-origin data, domestic-preference information, and other records required by the Order. Mandatory federal procurement or contract-dispute procedures control where applicable.

17. Export Controls and Sanctions

Seller will comply with applicable export-control, import, customs, embargo, and sanctions laws. Seller will not export, reexport, transfer, release, or provide access to controlled items, software, technology, or technical data without required authorization.

Seller must notify Buyer before providing export-controlled material and identify applicable jurisdiction, classification, license requirements, restrictions, and authorized destinations or persons.

18. Information Security and Incident Notification

Seller will protect Buyer information and systems using safeguards appropriate to the risk and comply with security requirements stated in the Order. Seller will limit access to authorized personnel, maintain access controls, use secure transmission methods, address vulnerabilities, and preserve relevant logs and evidence.

Seller will notify Buyer promptly after discovering a suspected or confirmed incident that may affect Buyer information, systems, credentials, operations, or legal obligations, and will cooperate with containment, investigation, remediation, notification, and recovery.

Seller must not receive or process classified information, controlled unclassified information, protected health information, payment-card data, export-controlled technical data, or other specially regulated information unless the Order expressly authorizes it and identifies approved controls.

19. Privacy and Personal Information

Seller will process personal information only as necessary to perform the Order, according to Buyer instructions and applicable law. Seller will not sell, share for cross-context behavioral advertising, combine for unrelated purposes, or retain personal information beyond authorized needs unless law permits or requires it.

Additional data-processing terms apply when incorporated into the Order. Seller will assist Buyer with legally required privacy requests, assessments, incident response, deletion, return, and regulatory obligations.

20. Confidentiality and Publicity

Seller will protect nonpublic Buyer, customer, government, technical, pricing, security, operational, and business information and use it only to perform the Order. Seller may disclose it only to authorized personnel and approved subcontractors with a need to know and equivalent obligations.

Seller may not issue publicity, use Buyer or customer names or marks, photograph facilities or work, or disclose the existence or terms of the Order without written authorization, except as required by law.

21. Intellectual Property and Data Rights

Ownership of Deliverables, inventions, software, technical data, reports, designs, and work product is governed by the Order. If the Order is silent, Deliverables specially created and paid for by Buyer are works made for hire to the extent permitted by law and otherwise assigned to Buyer upon creation, excluding Seller’s preexisting materials.

Seller grants Buyer a perpetual, worldwide, transferable, sublicensable, paid-up license to any preexisting Seller material embedded in a Deliverable to the extent necessary for Buyer and its customers to use, maintain, reproduce, modify, and support the Deliverable.

Government data rights, patent rights, and technical-data clauses control where applicable.

22. Indemnification

Seller will defend, indemnify, and hold harmless Buyer, its affiliates, customers, and their personnel from third-party claims, damages, penalties, losses, and reasonable costs arising from:

• Seller’s breach of the Order, negligence, willful misconduct, or violation of law;
• bodily injury, death, or property damage caused by Seller;
• employment, wage, tax, or benefit claims involving Seller personnel;
• infringement or misappropriation by goods, services, or Deliverables; or
• Seller’s security incident, privacy violation, or unauthorized disclosure.

Buyer will promptly notify Seller and provide reasonable cooperation. Seller may not settle a claim in a manner that admits fault by, imposes obligations on, or restricts Buyer without Buyer’s consent.

23. Limitation of Buyer Liability

To the maximum extent permitted by law, Buyer is not liable for indirect, incidental, special, punitive, exemplary, or consequential damages, or lost profits, revenue, opportunity, or goodwill, arising from the Order.

Buyer’s aggregate liability will not exceed the amount payable for accepted goods and services under the affected Order, excluding Buyer’s obligation to pay undisputed amounts for conforming performance.

24. Insurance

Seller will maintain insurance required by law and reasonably appropriate to the goods, services, personnel, vehicles, data, and risks involved. Specific coverage, limits, certificates, additional-insured status, primary/noncontributory status, and waivers of subrogation may be stated in the Order.

Insurance does not limit Seller’s obligations or liability.

25. Termination for Convenience

Buyer may terminate all or part of an Order for convenience by written notice. Seller will stop affected work, protect work in process, cancel avoidable commitments, and follow Buyer instructions.

Buyer will pay for conforming goods and services accepted before termination and reasonable, documented, unavoidable direct costs authorized by the Order, less prior payments and amounts Seller saved or could reasonably mitigate. Seller is not entitled to anticipated profit, consequential damages, or unabsorbed overhead on terminated work unless mandatory law provides otherwise.

26. Termination for Cause

Buyer may terminate immediately or after any cure period stated in the Order if Seller fails to deliver, materially breaches, becomes insolvent, presents a material security or compliance risk, provides counterfeit or nonconforming goods, or fails to make reasonable progress.

Buyer may obtain substitute performance and recover reasonable excess costs and other available remedies. Termination does not limit rights that accrued before termination.

27. Force Majeure

Seller is not liable for delay caused by an event beyond its reasonable control only if Seller promptly notifies Buyer, demonstrates the event’s impact, uses reasonable mitigation, allocates available capacity fairly, and resumes performance promptly. Labor shortages, price increases, ordinary supplier failures, and financial distress are not force majeure unless caused by a qualifying event.

Buyer may obtain substitute performance or cancel affected quantities without liability if delay threatens Buyer or customer requirements.

28. Assignment and Subcontracting

Seller may not assign, delegate, subcontract, or transfer the Order or material performance without Buyer’s prior written consent. Consent does not release Seller from responsibility.

Seller will flow down applicable quality, security, privacy, export, government-contract, confidentiality, intellectual-property, ethics, record, and audit obligations to approved subcontractors.

29. Independent Contractor

Seller is an independent contractor and has no authority to bind Buyer. Seller is responsible for its business, personnel, methods, supervision, and legal obligations. Nothing creates a partnership, joint venture, fiduciary, employment, or agency relationship.

30. Notices

Operational notices will be sent to the contacts shown on the Order. Formal legal notices must be sent according to the Order, with a copy to procurement@blevinsholdings.com. General website forms do not constitute formal notice.

31. Governing Law and Disputes

Unless a signed agreement or mandatory government requirement states otherwise, the Order is governed by California law without regard to conflict-of-law rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply.

State and federal courts in San Diego County, California have exclusive jurisdiction, and Seller consents to jurisdiction and venue. Buyer may seek injunctive relief in any court with jurisdiction. Government-contract and procurement disputes remain subject to applicable statutory and contractual procedures.

32. General Provisions

• Remedies. Buyer’s remedies are cumulative.
• Waiver. A waiver must be in writing and applies only to the stated instance.
• Severability. An invalid provision will be modified minimally, and the remainder remains effective.
• Survival. Payment, warranty, records, confidentiality, security, intellectual property, indemnity, liability, and dispute provisions survive as applicable.
• No third-party beneficiaries. No person has rights under the Order except Buyer customers or indemnitees expressly protected by it.
• Entire agreement. The Order and incorporated documents are the complete agreement for the purchase.