The terms and conditions of this Purchase Order (the “Terms”), including those on the face hereof or in a separate order document from Buyer referencing these terms and conditions, and those set forth below, represent the entire agreement between the seller named on this Purchase Order (the “Seller”) and Ludowici Roof Tile, Inc. (the “Buyer”), and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. Acceptance is limited to these Terms, and no purported revisions of, additions to, or deletions from this Purchase Order shall be effective, whether in Seller’s proposal, invoice, acknowledgment or otherwise, and no local, general or trade custom or usage, shall be deemed to effect any variation herein unless expressly agreed to in writing by Buyer’s authorized representative. These Terms prevail over any of Seller’s general terms and conditions regardless of whether or when Seller has submitted its sales confirmation or such terms. The delivery of any Goods or the furnishing of any Services pursuant to this Purchase Order shall constitute acceptance by Seller of this Purchase Order subject to, and in strict accordance with, these Terms. To the extent that terms appearing on the face of this Purchase Order or in a separate order document referencing these terms and conditions are inconsistent with those set forth herein, the terms on the face or on such separate order document shall govern.
All goods and services furnished pursuant to this Purchase Order (the “Goods” and the “Services,” respectively) shall strictly conform to the specifications, descriptions and warranties set forth in this Purchase Order. No change in this Purchase Order shall be made except upon written application to, and subsequent written acceptance of Buyer.
Seller acknowledges that time is of the essence with respect to Seller’s obligations hereunder and the timely delivery of the Goods and Services. Seller shall deliver the Goods in the quantities and on the date(s) (the “Delivery Date”) and to the address (the “Delivery Point”) specified in this Purchase Order or as otherwise agreed in writing by the parties. If no delivery date is specified in the Purchase Order or in another writing signed by both parties, Seller shall deliver the Goods within thirty (30) days of Seller’s receipt of the Purchase Order. If Seller fails to deliver the Goods in full on the Delivery Date, Buyer may terminate this Purchase Order immediately by providing written notice to Seller and Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller’s failure to deliver the Goods on the Delivery Date. Buyer reserves the right to reject the Goods and to cancel all or any portion of this Purchase Order in the event of failure to deliver on the Delivery Date or to the Delivery Point. Buyer’s acceptance of any part of a shipment not delivered as specified herein shall not obligate Buyer to accept the remainder of that shipment or any future shipments. If Seller is required to provide Material Safety Data Sheets, they will be delivered to Buyer prior to delivery of any Goods under this Purchase Order. All Goods shall be received subject to Buyer’s inspection and acceptance, and subject to Buyer’s right to reject and return at Seller’s expense Goods which fail to conform strictly to the requirements of this Purchase Order. All materials are subject to inspection and testing by Buyer at manufacturer’s plant. Seller shall provide the Services to Buyer as described and in accordance with the dates or schedule set forth on this Purchase Order and in accordance with these Terms.
Buyer shall not be liable to Seller for any failure of Buyer to take any delivery hereunder when due if occasioned by any event beyond Buyer’s reasonable control, including without limitation fire, flood, earthquake, lightning or other acts of God; acts of, or compliance with the directions of, civil or military authority, including any federal, state or local agency or authority; wars; riots; insurrections; acts of terrorism or sabotage; accident; embargo; strike or other labor trouble; interruption of or delay in transportation; shortage or failure of supply of materials; or equipment breakdown. If Seller is the impacted party, at Buyer’s option, the time for delivery hereunder shall be extended to the extent of the delay occasioned by any such circumstance and the deliveries so omitted shall be made during the period of such extension.
Title and risk of loss of any Goods purchased hereunder shall transfer to Buyer upon actual receipt of the Goods by Buyer at the Delivery Point.
Goods must be shipped by the particular route, method and carrier as stated in this Purchase Order. If no method of delivery is specified in this Purchase Order, delivery shall be made FOB (Incoterms 2020) Delivery Point. In the event that Seller fails to ship Goods on or before any scheduled shipping date, Buyer shall have the right to specify a more rapid method of shipment than was specified originally and Seller shall bear, at no additional cost to Buyer, any increased costs occasioned thereby.
A packing list shall be included with each shipment. Two copies of Seller’s invoices, together with original bills of lading, properly signed by carrier’s representative, shall be forwarded to Buyer not later than the day after shipments are made. Individual invoices shall be issued for each separate shipment. Buyer shall not be charged for packaging, boxing, crating or cartage. All invoices, packing lists, bills of lading, and each separate package within each shipment shall clearly reference piece number, Buyer’s Purchase Order number and Seller’s packing slip number. Partial shipments must be identified as such on the shipping memoranda and invoices.
Buyer shall pay all properly invoiced amounts due to Seller within forty-five (45) days after Buyer’s receipt and acceptance of the Goods at the Delivery Point and receipt, in proper form and substance, of all documentation required by this Purchase Order, except for any amounts disputed by Buyer in good faith. Seller shall furnish to Buyer any analysis or breakdown of the price as Buyer may reasonably request. This Purchase Order shall not be filled at prices higher than last quoted or charged by Seller, except as expressly agreed by Buyer in writing. As a condition to any payment hereunder, Seller shall furnish to Buyer, upon request, an executed waiver of liens and claims in form reasonably satisfactory to Buyer. Seller agrees to indemnify, defend and hold harmless Buyer from and against any and all liens and encumbrances arising out of Seller’s performance of this Purchase Order or rising out of any claim for payment by any laborer, subcontractor or supplier of Seller. In the event of a payment dispute, Buyer shall deliver a written statement to Seller no later than five (5) days prior to the date payment is due on the disputed invoice listing all disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed are deemed accepted and must be paid, notwithstanding disputes on other items, within the period set forth in this Section 8. The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations under this Purchase Order notwithstanding any such dispute.
In addition to the written warranties it provides, Seller expressly warrants that for a period of one year after Buyer’s acceptance of the Goods or Services hereunder, or for such longer period as may be expressly provided in this Purchase Order, Seller’s applicable warranties, or under applicable law, whichever is greatest, all Goods and Services covered by this Purchase Order will: (a) strictly conform to Seller’s specifications, drawings, samples and other written materials and descriptions, or, to the extent the Goods were purchased to Buyer’s specifications and drawings as set forth or referred to in this Purchase Order, that the Goods strictly conform with those specifications and drawings; (b) be free from defects in design, material and workmanship; (c) be of merchantable quality and suitable for the particular purposes intended, whether express or reasonably implied; and (d) bear all warnings, labels, and markings required by applicable laws and regulations. In addition, Seller warrants that: (e) none of the Goods covered hereby, to the extent they are subject to laws prohibiting adulteration or misbranding, are adulterated or misbranded within the meaning of such laws as of the date of delivery to Buyer; (f) all Goods covered hereby may be introduced into interstate commerce without violation of applicable laws and regulations; (g) Seller shall perform all Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with best industry standards for similar services and shall devote adequate resources to meet its obligations under this Purchase Order; and (h) all Goods and Services furnished or rendered pursuant to this Purchase Order have been produced, sold, delivered or rendered to Buyer in compliance with all applicable laws and regulations, including those set forth in Section 14. Seller further agrees that any written warranties provided by it shall be transferrable to and enforceable by Buyer’s customers.
Buyer’s acceptance of all or any part of the Goods or Services provided hereunder shall not be deemed a waiver of the failure of such Goods or Services to conform to all of the warranties set forth in Section 9. Buyer retains the right to cancel any portion of the remaining order, to reject any portion of the Goods or Services delivered, or to revoke acceptance as to any portion of the Goods or Services accepted, and return such Goods to Seller and to recover the purchase price, any excess costs of cover, and damages, including manufacturing costs, costs of removal or recall, transportation and custodial expenses, injury to person or property incurred by Buyer, all in addition to Buyer’s other remedies under this Purchase Order or applicable law. If Seller becomes insolvent or makes an assignment for the benefit of creditors, or files or has filed against it any petition in bankruptcy, Buyer shall have the right to cancel this Purchase Order immediately.
Seller warrants that the Goods furnished under or used in connection with this Purchase Order (except those furnished according to Buyer’s specific design) and Buyer’s express or reasonably implied intended use thereof, do not and will not infringe any patent, copyright, trademark, trade secret or other proprietary right of any third party. If any claim, suit or proceeding is made or instituted against Buyer alleging any such infringement, Seller shall indemnify, defend and hold Buyer harmless from and against any damages, liabilities, judgments, costs and expenses (including without limitation reasonable attorney’s fees) it may incur in connection with any such claim, suit or proceeding. In the event that the Goods or Buyer’s use is held in any suit or proceeding to constitute an infringement, or if Seller determines that there is a substantial risk of a finding of such infringement, Seller agrees, as appropriate, and at its expense to: (a) procure for Buyer, at no expense to Buyer, the right to continue using the Goods, (b) replace the Goods with equivalent goods that meet the requirements of this Purchase Order and that do not infringe any such rights, or (c) modify the Goods so that they becomes non-infringing. In no event shall Seller enter into any settlement without Buyer’s prior written consent.
To the fullest extent permitted by law, Seller agrees to indemnify, defend, and hold harmless Buyer, its affiliates, and their respective directors, officers, employees and agents (the “Indemnified Parties”) from and against all claims, demands, causes of action, losses, costs and expenses (including without limitation reasonable attorneys’ fees), and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of or incident to Seller’s performance hereunder, or the presence of Seller, its employees, agents or invitees (“Seller Parties”) on Buyer’s premises, provided that such Losses are attributable (a) to the negligence or willful misconduct of the Seller Parties, (b) to the failure of the Seller Parties to comply with applicable Laws, or (c) to bodily injury, sickness, disease or death (including but not limited to bodily injury, sickness, disease or death of the employees of Seller or Buyer), or to damage to or destruction of tangible property (including the loss of use thereof), in each case under this clause (c) regardless of whether or not caused in part or in whole by the negligence or other fault of any Indemnified Party hereunder; provided that Seller shall not be liable for Losses caused by the sole negligence or willful misconduct of any Indemnified Party. Seller’s indemnification obligations under this Section 12 shall not be limited by applicable Workers’ Compensation or other disability or employee benefit laws, and, solely with respect to the indemnities set forth in this Section 12, Seller hereby expressly waives any rights it may have to assert any immunities or defenses that it may have under such laws against any Indemnified Party. Seller shall not enter into any settlement without Buyer’s prior written consent.
In supplying any Services hereunder, Seller warrants that it is, and undertakes such performance as, an independent contractor, with sole responsibility for the payment of all Federal and/or State Unemployment Insurance, Social Security and/or other similar taxes incurred hereunder. Any performance by Seller under this Purchase Order on Buyer’s premises shall be in full compliance with Buyer’s safety and other rules and procedures and with all federal and state laws and regulations regarding workplace safety, including without limitation, laws pertaining to occupational safety and health. Prior to commencement of any Services hereunder on Buyer’s premises and until the satisfactory completion thereof, Seller shall, at its expense, maintain the following minimum insurance coverages on an “occurrence” basis (and not on a “claims made” basis):
| Kind of Insurance | Minimum Limits |
| Workers’ Compensation | Statutory |
| Employer’s Liability | $1,000,000 bodily injury by accident, each accident $1,000,000 bodily injury by disease, each employee |
| Commercial General Liability, including Products/Completed Operations and Broad Form Vendor’s Endorsement | Combined Single Limits: $1,000,000 Occurrence $1,000,000 Aggregate $1,000,000 Products/Completed Operations Aggregate |
| Business Auto Liability Symbol 1 (Any Auto) including Hired and Non-Owned Autos | Combined Single Limits: $1,000,000 per accident |
Seller shall furnish to Buyer certificates of insurance showing the above coverages naming Buyer as an additional insured. If Seller fails to furnish such certificates or maintain such insurance, Buyer shall have the right to cancel this Purchase Order immediately. Seller shall provide prompt written notice to Buyer of any material modification or cancellation of any insurance required hereunder. Seller, for itself and its insurers, hereby waives subrogation against Buyer, and Seller agrees that, with respect to claims against Buyer arising out of Seller’s performance hereunder, Seller’s insurance shall be primary and Buyer’s insurance shall be excess. Seller’s obligations to maintain such insurance shall in no way limit the liability or obligations assumed by Seller hereunder.
Seller shall comply with all applicable laws, regulations and ordinances. Seller shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Purchase Order. All Goods furnished or Services rendered pursuant to this Purchase Order shall be produced, sold, delivered, or rendered to Buyer in compliance with all applicable laws and regulations, including without limitation, the Federal Fair Labor Standards Act of 1938, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, Section 503 of the Rehabilitation Act of 1973, Executive Order 11246, Section 402 of the Vietnam Veterans’ Readjustment Assistance Act of 1974, the Occupational Safety and Health Act of 1970, as amended (“OSHA”) (in the event of a conflict between the requirements of OSHA and any industry codes or standards applicable to this Purchase Order, the more stringent requirement shall apply), the Noise Control Act of 1972, all applicable environmental laws and regulations, including without limitation, the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, and the standards of accessibility set forth in Section 402 of the Americans with Disabilities Act, and the rules, regulations and orders pertaining to the above.
Seller shall comply with all export and import laws of all countries involved in the sale of the Goods under this Purchase Order. Seller assumes all responsibility for shipments of Goods requiring any government import clearance. Buyer may terminate this Purchase Order if any governmental authority imposes antidumping or countervailing duties or any other penalties on the Goods.
In addition to any remedies that may be provided under these Terms, Buyer may at any time, without cause, terminate this Purchase Order in whole or in part with immediate effect upon written notice to Seller, either before or after the acceptance of the Goods or the Seller’s delivery of the Services. In such event, Seller shall be entitled to a reasonable termination fee consisting of a percentage of the Purchase Order price reflecting the percentage of the work, Goods delivered or Services properly performed prior to termination. Payment of such termination fee shall be Seller’s sole remedy. Upon Buyer’s request, Seller shall preserve, protect and deliver to Buyer, at Buyer’s expense, materials on hand, work in progress, and completed work, both in its own and in its suppliers’ plants.
Seller shall not assign its rights or delegate its performance hereunder, nor any interest herein, without Buyer’s prior written consent and any attempted assignment or delegation without such consent shall be void. Buyer shall be entitled at all times to set-off any amount owing from Seller to Buyer, whether under this Purchase Order or otherwise, against any amounts otherwise payable to Seller.
Seller shall regard as confidential and proprietary all of the information communicated to it by Buyer or otherwise obtained by it in connection with this Purchase Order (which information shall include without limitation all designs, drawings, specifications, product names or references, and production information and shall at all times be and remain the property of Buyer). Neither Seller nor any of its directors, officers, employees, agents or representatives shall, without Buyer’s prior written consent, at any time (a) use any such information for any purpose other than for the benefit of Buyer in connection with the performance of Seller’s obligations under this Purchase Order or (b) disclose any portion of such information to third parties. Seller agrees that any breach of this paragraph by Seller, its directors, officers, employees, agents or representatives shall cause irreparable injury to Buyer, that Buyer shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach, and that Seller waives any requirement for the securing or posting of any bond in connection with such remedy.
No failure by Buyer to enforce at any time any of the terms or conditions of this Purchase Order shall constitute a waiver thereof or in any way impair Buyer’s right at any time to avail itself of such remedies as it may have to enforce such terms or conditions. No waiver by Buyer hereunder will be effective unless in writing and signed by Buyer.
All agreements and representations of Seller herein (including those regarding, confidentiality, indemnification and warranties) shall survive delivery and final payment hereunder, or any earlier termination hereof. All of the rights and remedies available to Buyer hereunder are in addition to, and not in limitation of, the rights and remedies otherwise available at law or in equity.
This Purchase Order shall be governed by the internal laws of the State of Ohio, without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Ohio. Any legal suit, action or proceeding arising out of or relating to this Purchase Order shall be instituted in the federal courts of the United States of America located in Columbus, Ohio, or the courts of the State of Ohio located in the City of New Lexington and County of Perry, and each party irrevocably submits to these venues and specifically consents to these courts exercising personal jurisdiction over any such suit, action or proceeding.
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LAST UPDATED: [May 2025]
