Purchase Order Terms & Conditions
ACCEPTANCE: The terms and conditions set forth herein, and on the face of the Purchase Order (“Order) becomes the exclusive and binding agreement between the parties covering the purchase of the Products and/or Services ordered herein when the Purchase Order is accepted by either acknowledgment, commencement of performance or delivery (the "Agreement"). The Purchase Order can be accepted only on these terms and conditions. Additional or different terms proposed by Seller (“Vendor”) will not be applicable unless accepted in writing by INIT (“Buyer”). The principles of UCC Section 2-207 shall apply.
This Purchase Order is placed subject only to the Terms and Conditions included in this Order and reference to any proposal from Seller is only for the purpose of specifying basic information concerning price, the description of the item(s), quantities, terms of payment, and delivery and then only as such terms are consistent with terms and conditions herein. To the extent that an Order might be treated as an acceptance of Seller's prior offer, such acceptance is expressly made on condition of assent by Seller to the terms hereof and shipment of Products or beginning performance of any Services by Seller shall constitute such assent. Any of Seller's Terms and Conditions which are in addition to or are inconsistent with these Terms and Conditions will be construed as proposals for an addition to this Order and will not be binding unless agreed to in writing by the Buyer. Commencement of performance by the Seller in the absence of Buyer's written agreement to the proposals will constitute Seller's acceptance of these Purchase Order Terms and Conditions.
TERMINATION FOR CONVENIENCE: INIT reserves the right to terminate this Order or any part hereof for its sole convenience. In the event of such termination, Seller shall immediately stop all work hereunder and shall immediately cause any of its suppliers or subcontractors to cease such work. Seller shall be paid a reasonable termination charge consisting of a percentage of the order price reflecting the percentage of the work performed prior to the notice of termination, plus actual direct costs resulting from termination. Seller shall not be paid for any work done after receipt of the notice of termination, nor for any costs incurred by Seller's suppliers or subcontractors which Seller could reasonably have avoided or foreseen.
TERMINATION FOR CAUSE: INIT may also terminate this Order or any part hereof for cause in the event of any default by the Vendor or if the Vendor fails to comply with any of the terms and conditions of this Order. Late deliveries, deliveries of products which are defective or which do not conform to this Order, and failure to provide INIT, upon request, of reasonable assurances of future performance shall all be causes allowing INIT to terminate this Order for default. In the event of termination for cause, INIT shall not be liable to Seller for any amount, and Seller shall be liable to INIT for any and all damages sustained by reason of the default, which gave rise to the termination.
PROPRIETARY INFORMATION - CONFIDENTIALITY – ADVERTISING:
INIT retains title to all drawings, designs, specifications, technical data and materials, including tools, and patterns furnished to Seller in any way. Seller shall consider all information furnished by INIT to be confidential and shall not disclose any such information to any other person or use such information itself for any purpose other than performing this contract, unless Seller obtains written permission from INIT to do so. This paragraph shall apply to drawings, specifications, or other documents prepared by INIT for Seller in connection with this Order. Seller shall not advertise or publish the fact that INIT has contracted to purchase goods from Seller, nor shall any information relating to the order be disclosed without INIT's written permission. Unless otherwise agreed in writing, no commercial, financial or technical information disclosed in any manner or at any time by Seller to INIT shall be deemed secret or confidential and Seller shall have no rights against INIT with respect thereto except such rights as may exist under patent laws.
WARRANTY: Seller represents and warrants that Seller has special skills and that INIT is relying on that skill and the judgment of Seller to select and furnish suitable products or services. Seller expressly warrants that all goods or services furnished under this agreement shall conform to all specifications and appropriate standards, will be new, and will be free from defects in material or workmanship. Seller warrants that all such goods or services will conform to any statements made on the containers or labels or advertisements for such goods or services, and that any goods will be adequately contained, packaged, marked, and labelled. Seller warrants that all goods or services furnished hereunder will be merchantable and will be safe and appropriate for the purpose for which goods or services of that kind are normally used. If Seller knows or has reason to know the particular purpose for which INIT intends to use the goods or services, Seller warrants that such goods or services will be fit for such particular purpose. Seller warrants that goods or services furnished will conform in all respects to samples provided. Inspection, test, acceptance or use of the goods or services furnished hereunder shall not affect the Seller's obligation under this warranty, and such warranties shall survive inspection, test, acceptance and use. Seller's warranty shall run to INIT, its successors, assigns and customers, and users of products sold by INIT. Seller agrees to replace or correct defects of any goods or services not conforming to the foregoing warranty promptly, without expense to INIT, when notified of such nonconformity by INIT, provided INIT elects to provide Seller with the opportunity to do so. In the event of failure of Seller to correct defects in or replace nonconforming goods or services promptly, INIT, after reasonable notice to Seller, may make such corrections or replace such goods and services and charge Seller for the cost incurred by INIT in doing so. Seller further warrants that it shall meet and otherwise comply with all applicable laws and regulations.
PRICE and PRICE WARRANTY: Seller warrants that the prices for the articles sold INIT hereunder are not less favorable than those currently extended to any other customer for the same or similar articles in similar quantities. In the event Seller reduces its price for such article during the term of this order, Seller agrees to reduce the prices hereof correspondingly. Seller warrants that prices shown on this purchase order shall be complete, and no additional charges of any type shall be added without INIT's express written consent. Such additional charges include, but are not limited to, shipping, packaging, labelling, custom duties, taxes, storage, insurance, boxing, crating.
FORCE MAJEURE: INIT may delay delivery or acceptance occasioned by causes beyond its control. Seller shall hold such goods at the direction of the INIT and shall deliver them when the cause affecting the delay has been removed. INIT shall be responsible only for Seller's direct additional costs in holding the goods or delaying performance of this agreement at INIT's request. Causes beyond INIT's control shall include, but shall not be limited to, fire, explosion, storm damage, flood, epidemic, earthquake, utility or network outages, labor troubles including but not limited to strikes, lockouts or slowdowns, government intervention, shortages of raw materials, labor or transportation, war, sabotage, riot or civil disturbances, or governmental regulation.
IP INFRINGEMENT: Seller agrees upon receipt of notification to promptly assume full responsibility for defense of any claim, suit or proceeding which may be brought against INIT or its agents, customers, or other vendors for alleged patent infringement, as well as for any alleged unfair competition resulting from similarity in design, trademark or appearance of goods, or services furnished hereunder, and Seller further agrees to indemnify INIT, its agents and customers against any and all expenses, losses, royalties, profits and damages including investigation fees, court costs and attorneys' fees resulting from any such suit or proceeding, including any settlement. INIT may be represented by and actively participate through its own counsel in any such suit or proceeding if it so desires, and the costs of such representation shall be paid by Seller.
INSURANCE: In the event that Seller's obligations hereunder require or contemplate performance of services by Seller's employees, or persons under contract to Seller, to be done on INIT's property, or property of INIT's customers, the Seller agrees that all such work shall be done as an independent contractor and that the persons doing such work shall not be considered employees of INIT. Seller shall maintain all necessary insurance coverages, including public liability and Workers' Compensation insurance. Seller shall indemnify and save harmless and defend INIT from any and all claims or liabilities arising out of the work covered by this Order.
INDEMNIFICATION: Seller agrees to exculpate, defend, indemnify and hold harmless INIT against all damages, claims, lawsuits, or liabilities and expenses (including attorneys' fees) arising out of or resulting in any way from any defect in the goods or services purchased hereunder, or from any act or omission of Seller, its agents, employees or subcontractors. This indemnification shall be in addition to the warranty obligations of Seller.
CHANGES: INIT shall have the right at any time to make changes in drawings, designs, specifications, materials, packaging, time and place of delivery and method of transportation. If any such changes cause an increase or decrease in the cost, or the time required for the performance, an equitable adjustment shall be made and this agreement shall be modified in writing accordingly. Seller agrees to accept any such changes subject to this paragraph.
INSPECTION/TESTING/RISK OF LOSS: Seller assumes all risk of loss until title transfers to INIT. Title shall pass to INIT upon receipt at agreed upon destination. Payment for the goods delivered hereunder shall not constitute acceptance thereof. INIT shall have the right to inspect such goods and to reject any or all of said goods, which are in INIT's judgment defective or nonconforming. Goods rejected and goods supplied in excess of quantities called for herein may be returned to Seller at its expense and, in addition to INIT's other rights, INIT may charge Seller all expenses of unpacking, examining, repacking and reshipping such goods. In the event INIT receives goods whose defects or nonconformity is not apparent on examination, INIT reserves the right to require replacement, as well as payment of damages. Nothing contained in this purchase order shall relieve in any way the Seller from the obligation of testing, inspection and quality control.
ASSIGNMENTS AND SUBCONTRACTING: No part of this order may be assigned or subcontracted without prior written approval of INIT.
SET-OFF: All claims for money due or to become due from INIT shall be subject to deduction or set off by INIT by reason of any counterclaim arising out of this or any other transaction with Seller.
WAIVER: INIT's failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege or INIT's waiver of any breach hereunder shall not thereafter waive any other terms, conditions, or privileges, whether of the same or similar type.
DELIVERY: If in order to comply with INIT's required delivery date it becomes necessary for Seller to ship by a more expensive way than specified in this purchase order, any increased transportation costs resulting there from shall be paid for by Seller unless the necessity for such rerouting or expedited handling has been caused solely by INIT. Time is of the essence of this contract, and if delivery of items or rendering of services is not completed by the time promised, INIT reserves the right without liability in addition to its other rights and remedies to terminate this contract by notice effective when received by Seller as to items not yet shipped or services not yet rendered and to purchase substitute items or services elsewhere and charge Seller with any loss incurred.
LIMITATION ON INIT'S LIABILITY -- STATUTE OF LIMITATIONS:
Anything in this order to the contrary notwithstanding, INIT shall not be liable for anticipated profits or for incidental or consequential damages. INIT's liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from THIS Purchase Order or from the performance or breach thereof shall in no case exceed the price allocable to the goods or services or unit thereof, which gives rise to the claim. INIT shall not be liable for penalties of any description. Any action resulting from any breach on the part of INIT as to the goods or services delivered hereunder must be commenced within one year after the cause of action has accrued.
Customs: Upon INIT's request, Seller will promptly provide Buyer with a statement of origin for all products and any United States Customs documentation for products wholly or partially manufactured outside of the United States. Seller is responsible for any applicable tariffs on goods unless otherwise agreed in a signed writing between the Parties.
LAW AND VENUE: This agreement shall be governed, construed and interpreted in accordance with the laws of the Commonwealth of Virginia and the parties agree to the exclusive jurisdiction of the courts in the City of Chesapeake, Virginia or the United States District Court for the Eastern District of Virginia, Norfolk Division, to resolve any dispute. In any action to enforce this Order, the prevailing party shall be entitled to recover all court costs and expenses, including reasonable attorneys’ fees, in addition to other relief to which it may be entitled to.
COMPLIANCE WITH LAWS; ETHICAL GUIDELINES: Both parties agree to comply with all applicable national and international import and export laws and regulations. INIT has established Ethical Guidelines, available on its website at (www.initse.live), which describe its standards for ethical and responsible conduct. Seller is expected to operate its business in a manner consistent with these standards and to promote such standards throughout its supply chain. INIT reserves the right, in its discretion, to suspend or terminate any applicable order under these terms upon notice if it determines that Seller’s business practices are materially inconsistent with such standards.
ENTIRE AGREEMENT: This Purchase Order, and any documents referred to on the face hereof, constitute the entire agreement between the parties.
Version 4.0 | 2026