Purchase Order

This Purchase Order Terms and Conditions (“Agreement”) is entered into by and between Spruce Environmental Technologies, Inc., hereinafter referred to as “Buyer,” and Seller as named on the Purchase Order (“PO”), hereinafter referred to as “Seller,” collectively referred to as the “Parties.” In the event of a conflict, the provisions of this Agreement supersedes the PO.

1. Acceptance of Purchase Order

1.1 Acceptance: 

Seller’s electronic acceptance, acknowledgement of this PO, or commencement of performance constitutes acknowledgment and agreement to the terms and conditions outlined herein.

1.2 Conflicting Terms:

Any conflicting or additional terms proposed by Seller are expressly rejected unless agreed to in writing by Buyer.

2. Pricing and Payment

2.1 Pricing:

Prices specified in the PO are fixed at the time of Seller acceptance and inclusive of all charges unless stated otherwise.

2.2 Payment Terms:

Payment terms are as specified on the PO. Late payments may incur interest charges as per applicable laws.

2.3 Invoices:

Seller shall submit invoices with proper supporting documentation to accountspayable@spruce.com

3. Delivery and Shipping

3.1 Delivery Schedule:

Goods/services shall be delivered as per the schedule outlined in the PO. Timely delivery is of utmost importance. Buyer reserves the right to reschedule orders within a reasonable time period relative to Seller’s stated lead time provided at time of acceptance of PO.

3.2 Shipping:

All shipping and handling costs are the responsibility of Seller unless otherwise agreed upon in writing.

3.3 Partial Shipments:

Buyer may accept partial shipments, and payment will be prorated accordingly.

3.4 Packing Slips:

All shipments shall include a packing slip which details contents of the shipments including product part numbers, descriptions and quantity shipped. The packing slip shall include the Buyers’ PO reference number. In the event of no packing list, Buyer count will be accepted as final and conclusive on all shipments.

4. Quality Assurance and Inspection

4.1 Quality Compliance:

Seller expressly warrants and represents that all goods/services provided by this PO shall conform to the specifications, drawing, samples, or other descriptions furnished or adopted by the Buyer, and shall be new, merchantable, of good material and workmanship, free from defects and comply with all government laws, ordinances and regulations, when delivered to Buyer for the intended use. Seller further warrants that Seller has good title to all products and that they will be delivered to Buyer free and clear of all liens and encumbrances, and that the products are free of any claims of infringement under any applicable intellectual property laws, laws regarding rights of privacy or publicity, or any other proprietary rights, whether contractual, statutory or common law.

4.2 Inspection:

Buyer reserves the right to inspect and test goods/services for compliance before acceptance.

5. Returns and Rejections

5.1 Returns:

Buyer has the right to return non-conforming goods/services and receive a full refund or replacement.

5.2 Rejections:

Buyer may reject goods/services that do not meet specifications or are damaged. Seller is responsible for all costs associated with return and replacement.

6. Termination of Orders

6.1 Termination:

Buyer reserves the right to terminate this PO within a reasonable time period relative to Seller’s lead time. In the event of termination of a PO by the Buyer, Buyer shall have no obligation under this PO with regard to any shipments that are not received at Buyer’s designated receipt location. In the event Seller modifies any previously communicated delivery date(s) by 30 days or more, Buyer reserves the right to terminate this PO.

7. Indemnification and Liability

7.1 Indemnification:

Seller agrees to indemnify and hold Buyer harmless from any claims, losses, or damages arising from Seller’s products or services.

8. Governing Law and Dispute Resolution

8.1 Governing Law:

This agreement is governed by the laws of the Commonwealth of Massachusetts.

8.2 Dispute Resolution:

Any disputes arising out of or relating to this agreement shall be resolved through arbitration in accordance with arbitration rules mutually agreed-upon by Buyer and Seller.

9. Confidentiality

9.1 Confidential Information:

Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the course of this transaction.

10. Force Majeure

10.1 Force Majeure:

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, strikes, war, or government regulations.

11. Entire Agreement

11.1 Entire Agreement:

This PO, including any attachments, constitutes the entire agreement between the Parties and supersedes all prior agreements, whether written or oral.