These Purchase Order Terms and Conditions (“Terms”) apply to all purchase orders issued by Midwest Supply LLC (referred to as the “Seller,” “we,” or “us”) to the Purchaser (referred to as “Purchaser,” “you,” or “Buyer”). By accepting the Purchase Order, the Purchaser agrees to be bound by these Terms unless otherwise agreed to in writing by both parties.

1. Acceptance of Purchase Order
The Purchaser’s acceptance of this Purchase Order shall be deemed to occur upon the earlier of (a) Purchaser’s written confirmation, (b) the commencement of performance (such as delivery of goods or services), or (c) the acceptance of goods delivered or services rendered under this Purchase Order.
Any attempt to modify or add to the terms of this Purchase Order is hereby rejected unless expressly agreed to by Midwest Supply LLC in writing. This Purchase Order constitutes the entire agreement between the parties with respect to the subject matter herein.

2. Pricing
The prices for the goods or services listed in this Purchase Order are fixed and complete unless otherwise agreed to in writing by Midwest Supply LLC. No additional charges for shipping, packaging, insurance, or taxes will be accepted unless previously approved in writing.
Seller warrants that the prices for the goods or services sold hereunder are not less favorable than those offered to any other customer for similar quantities and goods.
Any price reduction by the Seller will automatically apply to pending Purchase Orders.

3. Delivery
Time is of the essence with respect to this Purchase Order. The Seller agrees to deliver the goods at the times and locations specified in this Purchase Order. If no time or location is specified, the goods will be delivered as directed by the Purchaser.
Midwest Supply LLC reserves the right to modify delivery schedules. Any delay in delivery must be communicated promptly to the Purchaser, and the Seller will assume responsibility for any additional costs caused by such delays.

4. Risk of Loss and Title
Title to the goods shall pass to the Purchaser upon delivery at the location specified in the Purchase Order. Risk of loss or damage to goods remains with the Seller until the goods are received by the Purchaser at the specified location.
If delivery is delayed due to the Seller’s actions, risk remains with the Seller until the goods are delivered to the Purchaser.

5. Inspection and Acceptance of Goods
The Purchaser shall have the right to inspect the goods upon delivery. Acceptance of goods will not occur until the Purchaser has had the opportunity to inspect them and confirm that they meet the specifications and requirements outlined in the Purchase Order.
Any goods that do not meet the agreed-upon specifications, are defective, or are in excess of the quantities ordered may be returned at the Seller’s expense. The Purchaser may also request replacement goods or credit for the returned goods.

6. Warranties
The Seller warrants that all goods provided under this Purchase Order will conform to the specifications set forth, be free from defects in material and workmanship, and be of merchantable quality. The warranty period shall be one (1) year from the date of delivery, unless otherwise agreed to in writing.
The Seller warrants that the goods are free from any liens, encumbrances, or other third-party claims and that the Purchaser will obtain clear title upon receipt of the goods.

7. Changes to Purchase Order
Midwest Supply LLC reserves the right to modify the terms of this Purchase Order, including specifications, quantities, and delivery schedules, by providing notice to the Purchaser.
If any change in the Purchase Order results in a price increase or delay, the Seller and Purchaser shall agree on an equitable adjustment in writing.

8. Counterfeit Parts
All goods provided by the Seller must be new and originate from the original equipment manufacturer (OEM) or its authorized distributor.
The Seller must provide certification that the goods are not counterfeit or nonconforming and that all parts supplied conform to the specifications.

9. Compliance with Laws
The Seller agrees to comply with all applicable laws, regulations, and ordinances, including but not limited to labor laws, environmental laws, export control regulations, and other governmental or regulatory requirements.
The Seller shall ensure that no forced labor, child labor, or illegal labor practices are employed in the manufacturing of goods sold under this Purchase Order.

10. Indemnification
The Seller agrees to indemnify, defend, and hold harmless Midwest Supply LLC and its affiliates from any and all claims, damages, liabilities, or expenses (including attorney fees) arising out of or in connection with (a) the Seller’s breach of this Purchase Order, (b) the use of the goods, or (c) the Seller’s failure to comply with applicable laws and regulations.
This indemnification includes any third-party claims related to product liability, intellectual property infringement, or other legal issues.

11. Force Majeure
Neither party shall be liable for any delay or failure in performance under this Purchase Order if such delay or failure is caused by circumstances beyond the reasonable control of the affected party, including natural disasters, acts of war, terrorism, labor strikes, or government actions.
The party affected by such an event shall notify the other party promptly and take reasonable steps to mitigate the delay or failure.

12. Termination
Midwest Supply LLC reserves the right to terminate this Purchase Order in whole or in part if the Seller breaches any term of the agreement or if the Purchaser believes that continued performance is impossible or impractical.
The Purchaser may also terminate the agreement if the Seller is declared insolvent or files for bankruptcy.

13. Confidentiality
The Seller agrees to maintain the confidentiality of any proprietary or confidential information disclosed by the Purchaser in connection with this Purchase Order. This obligation will continue beyond the termination of the Purchase Order.
The Seller shall not disclose such information to any third party without the prior written consent of the Purchaser.

14. Governing Law and Dispute Resolution
This Purchase Order shall be governed by and construed in accordance with the laws of the state of [State], without regard to its conflicts of laws principles.
Any disputes arising out of or relating to this Purchase Order shall be resolved through binding arbitration in [City, State] under the rules of the American Arbitration Association.

15. Miscellaneous Provisions
No waiver of any provision of this Purchase Order shall be effective unless in writing and signed by both parties.

The Seller may not assign or transfer any rights or obligations under this Purchase Order without the prior written consent of Midwest Supply LLC.
If any provision of this Purchase Order is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.