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Terms & Conditions

Harper Trucks, Inc. Purchase Order Terms and Conditions

Definitions:

The definitions set forth below shall apply throughout these HTI Purchase Order Terms and Conditions.

HTI:  Harper Trucks, Inc.

Parties:  HTI and Supplier

Purchase Order:  Purchase Order from HTI to Supplier whether it be the original Purchase Order or an Amendment/Change Order

Supplier:  Supplier, Seller or Vendor that performs a service or supplies a product to HTI

Terms:  Purchase Order Terms and Conditions

General:

These Purchase Order Terms and Conditions apply only to transactions for which no written agreement or contract has been duly executed by both parties. If such an agreement or contract exists, its terms shall govern the transaction and the relationship between the parties. In the absence of a written agreement or contract, these Purchase Order Terms and Conditions shall govern the Purchase Order and all related transactions.

Specific details, including payment terms, F.O.B., shipping method, and tax status, are set forth in the individual Purchase Order. Additional terms may also be specified in the individual Purchase Order. All instructions contained in the Purchase Order must be strictly followed.

Section headings and numbering in these Purchase Order Terms and Conditions are provided for convenience only and shall not affect the interpretation or significance of any provision.

  1. Acceptance of Purchase Order: Supplier accepts the Purchase Order, and any amendments thereto, by confirming or acknowledging the Purchase Order in writing or via email. Even in the absence of such confirmation or acknowledgment, Supplier’s full or partial performance under the Purchase Order shall constitute acceptance of the Purchase Order and these Terms. By accepting the Purchase Order, Supplier agrees to be bound by and comply with all of these Terms. HTI expressly rejects any additional or conflicting terms and conditions contained in Supplier’s acknowledgment or any other Supplier document that purport to vary or modify these Terms.
  2. Default:  HTI may, by written or email notice of default to the Supplier, terminate all or part of any Purchase Order if the Supplier fails to perform or fails to make sufficient progress, thereby endangering performance of the Purchase Order. The Supplier shall continue performance of the Purchase Order to the extent not terminated. The Supplier shall have ten (10) calendar days following receipt of such notice to cure the breach. The Supplier will be liable to HTI for any excess costs incurred in procuring similar goods or services due to the Supplier’s failure to perform. The rights and remedies available to HTI shall not be limited by these Terms.
  3. Price:  The Purchase Order shall not be fulfilled at a price exceeding that stated on its face. If no price is specified, the goods and/or services shall be invoiced at the most recent price quoted or otherwise agreed upon. No additional charges of any kind shall be permitted unless expressly authorized in writing by HTI. In the event that Supplier reduces its pricing for such goods and/or services during the term of the Purchase Order, Supplier shall promptly apply the reduced pricing to all open Purchase Orders with HTI.
  4. Invoices/Setoff/Taxes:  Invoices shall be issued upon completion of the delivery of goods and/or services. All invoices must be submitted via email to AP@harpertrucks.com. Each invoice must include the applicable Purchase Order number, item number, a clear description of the goods and/or services provided, quantities, unit prices, and the total purchase price. Taxes shall be invoiced in accordance with the terms specified in the individual Purchase Order. The Supplier may request a tax exemption certificate from HTI for any goods and/or services designated by HTI as tax-exempt. HTI reserves the right, at any time, to set off any amounts owed by the Supplier or any of its affiliates against amounts payable to the Supplier.
  5. Packaging:  All goods must be packaged in a safe, lawful, and appropriate manner. Packaging must be sufficient to protect the goods from damage during handling, transit, and delivery.
  6. Inspection:  All goods and/or services shall be subject to inspection and testing by HTI at any time and place, including during manufacturing and continuing through final acceptance. Payment for goods and/or services shall not constitute or be deemed final acceptance.  If any goods or services are found to be defective or nonconforming, the Supplier shall be responsible for all inspection and testing costs, all costs associated with the defective goods and/or services, all freight, handling, and related charges incurred as a result of the defect.  This section does not limit any other rights or remedies available to HTI under the Terms or applicable law.
  7. Warranty:  Supplier represents and warrants that all goods and services provided shall be free from any claims of any nature by third parties. Supplier further warrants that all services shall be performed in a professional and workmanlike manner, consistent with generally accepted industry standards, and shall be free from defects. All goods and services shall strictly conform to the specifications, samples, drawings, designs, or other requirements (including performance specifications) approved or adopted by HTI.  All goods furnished shall be of merchantable quality and free from defects in design, materials, and workmanship. Supplier further represents and warrants that it shall not take any action or fail to act in any manner that would cause HTI to be in violation of any applicable laws or regulations.  The warranty period shall be four (4) years. At HTI’s sole discretion, the Supplier shall provide a remedy in the form of replacement parts, repair, or a refund. The Supplier’s warranty obligations shall survive acceptance of the parts and payment by HTI.
  8. Indemnification:  Each Party (“Indemnifying Party”) shall defend, indemnify, and hold harmless the other Party and its officers, directors, employees, agents, affiliates, successors, and assigns (“Indemnified Party”) from and against any and all third-party claims, actions, proceedings, damages, liabilities, losses, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) the Indemnifying Party’s breach of this Agreement; (b) the negligence, gross negligence, or willful misconduct of the Indemnifying Party; or (c) the Indemnifying Party’s violation of any applicable law, regulation, or third-party right.

The Indemnified Party shall promptly notify the Indemnifying Party of any claim for which indemnification is sought; provided, however, that any delay in providing notice shall not relieve the Indemnifying Party of its obligations except to the extent it is materially prejudiced by such delay. The Indemnifying Party shall have the right to assume control of the defense and settlement of the claim with counsel reasonably acceptable to the Indemnified Party. The Indemnifying Party shall not settle any claim in a manner that admits fault of, imposes obligations upon, or adversely affects the rights of the Indemnified Party without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld.

  • Limitation of Liability:  HTI’s aggregate liability arising out of or in connection with the Purchase Order shall be limited to the total amount paid by HTI for the applicable goods and/or services.  Supplier’s liability shall not be subject to any limitation of liability cap.
  • Tooling and Assists:  All tooling, assistance, and support furnished by HTI shall be used solely for the manufacture, development, or provision of HTI goods and/or services and for no other purpose without prior written consent. All intellectual property, including but not limited to designs, improvements, processes, and know-how, arising from or related to such tooling, assistance, or any goods produced therefrom, shall be and remain the sole and exclusive property of HTI.
  • Changes:  HTI reserves the right, at any time, to make changes to the Purchase Order, including but not limited to changes in drawings, designs, configurations, specifications, quantities, methods of shipment, packaging, delivery schedules, and delivery locations. Supplier shall continue performance without delay in accordance with the Purchase Order as modified, and no such change shall excuse or relieve Supplier of its obligations. All changes shall be confirmed in writing and shall constitute a binding modification of the Purchase Order.
  • Compliance with laws:  Supplier represents and warrants that it is in compliance with all applicable federal, state, and local laws, ordinances, and regulations, and that all goods and/or services provided hereunder have been produced or performed in accordance with such requirements, including all related lawful orders, rules, and regulations.  Supplier further agrees to comply with any provisions, representations, warranties, or contractual clauses that are required to be included in or incorporated by reference into any Purchase Order, whether by agreement or operation of law.  Supplier is responsible for obtaining, at its own expense, all licenses, permits, inspections, approvals, or certifications required by any governmental authority or certification body in connection with the manufacture, performance, completion, or delivery of any goods and/or services.
  • Confidential or Proprietary Information: Notwithstanding any markings on documents to the contrary, any knowledge or information that the Supplier has disclosed or may subsequently disclose to HTI, and that relates in any way to the goods or services covered by this Order, shall not be deemed confidential or proprietary and shall be free from any restrictions, unless otherwise expressly agreed to in writing by HTI. 

Each party (“Receiving Party”) acknowledges that it may receive or have access to confidential or proprietary information of the other party (“Disclosing Party”), whether disclosed in written, oral, electronic, visual, or other form, including, without limitation, business plans, financial information, pricing, specifications, designs, processes, trade secrets, customer information, and other non-public information (“Confidential Information”).

The Receiving Party shall: (a) use the Confidential Information solely for purposes of performing its obligations or exercising its rights under this Purchase Order; (b) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care; and (c) not disclose the Confidential Information to any third party except to its employees, affiliates, contractors, advisors, or representatives who have a need to know such information and are bound by confidentiality obligations at least as protective as those contained herein.

Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was lawfully known to the Receiving Party without restriction prior to disclosure by the Disclosing Party; (c) is lawfully received from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it shall, to the extent legally permitted, provide prompt notice to the Disclosing Party and cooperate in seeking confidential treatment or a protective order. Upon termination of the Purchase Order or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all Confidential Information, except as required by applicable law or bona fide record-retention policies.  The obligations set forth in this Section shall survive for a period of five (5) years following the termination or expiration of this Purchase Order; provided, however, that any trade secrets shall be protected for so long as they remain trade secrets under applicable law.

  1. Work on HTI’s premises: If the Supplier’s work under this Purchase Order requires access to HTI’s premises, the Supplier shall comply with all HTI safety rules and posted requirements. The Supplier is responsible for taking all necessary precautions to prevent injury to persons and damage to property.
  2. Insurance: The Supplier shall maintain Comprehensive General Liability insurance (including Contractual Liability coverage for obligations assumed under these Terms), Automobile Liability insurance, Employers’ Liability insurance, and Workers’ Compensation insurance. These insurance policies shall provide protection to HTI against all claims arising under applicable workers’ compensation and occupational disease laws. The Supplier shall provide HTI with a Certificate of Insurance, issued by its insurance carrier(s), confirming that the required coverage is in effect and naming HTI as an additional insured.  Required coverages follow:

(a) Commercial General Liability Insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate;

(b) Automobile Liability Insurance covering owned, hired, and non-owned vehicles with limits of not less than $1,000,000 per accident; and

(c) Workers’ Compensation Insurance as required by applicable law, including statutory limits, and Employer’s Liability Insurance with limits of not less than $1,000,000 per accident and $1,000,000 per employee for disease.

  1. Termination: HTI may terminate all or any portion of a Purchase Order for convenience at any time upon written notice to Supplier. In such event, HTI’s liability shall be limited to reasonable termination charges mutually agreed upon by HTI and Supplier. In no event shall HTI’s liability arising from or relating to the termination of the Purchase Order exceed Supplier’s documented and reasonable costs incurred through the effective date of termination, plus a reasonable amount for authorized work in progress, provided that HTI’s total liability for such termination shall not exceed twenty-five percent (25%) of the total value of the applicable Purchase Order.  If Supplier becomes insolvent or is subject to any legal proceeding, HTI may cancel the Order without incurring any termination fees.
  2. Assignment: Assignment of the Order is not permitted without HTI’s prior written consent, which shall not be unreasonably withheld.
  3. Anticipation:  HTI shall not be responsible for any costs arising from the Supplier’s material commitments or production arrangements that exceed, or are made in advance of, the quantities and timing required to meet HTI’s delivery schedule.
  4. Supplier’s Inventory:  HTI shall be under no obligation to solicit quotations or place any orders with the Supplier.
  5. Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations under this Purchase Order to the extent such failure or delay is caused by circumstances beyond the reasonable control of the affected party, including acts of God, natural disasters, epidemics, pandemics, war, terrorism, civil unrest, labor disputes, governmental actions, embargoes, utility failures, transportation disruptions, or shortages of materials or supplies (“Force Majeure Event”).  The affected party shall promptly notify the other party of the Force Majeure Event, use commercially reasonable efforts to mitigate its effects, and resume performance as soon as reasonably practicable. During the continuance of the Force Majeure Event, the affected party’s obligations shall be suspended to the extent impacted by the Force Majeure Event.  If a Force Majeure Event continues for more than thirty (30) consecutive days and materially impairs a party’s ability to perform its obligations under this Purchase Order, either party may terminate the affected portion of the Purchase Order upon written notice to the other party without liability, except for obligations accrued prior to the effective date of termination. Force Majeure shall not excuse either party’s obligation to pay amounts due and owing for goods delivered or services performed prior to the Force Majeure Event.
  6. Governing Law: These Terms and Conditions and the Orders it governs shall be governed by and construed in accordance with the laws of the State of Kansas.
  7. Dispute Resolution: In the event of any dispute, claim, or controversy arising out of or relating to these Terms and Conditions, the Parties agree to first attempt to resolve the matter through good-faith negotiations. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may submit the dispute to mediation administered by a mutually agreed-upon mediator.  If mediation is unsuccessful, the dispute shall be finally resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Kansas, United States, and the arbitrator’s decision shall be final and binding on both Parties. Each party shall bear its own costs and attorneys’ fees unless otherwise awarded by the arbitrator.  Nothing in this section shall prevent either party from seeking temporary or injunctive relief from a court of competent jurisdiction to protect its rights pending resolution of the dispute.
  8. Anti-Corruption Compliance. Supplier represents, warrants, and covenants that it shall comply with all applicable anti-corruption, anti-bribery, anti-money laundering, and related laws, regulations, and governmental requirements, including, as applicable, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar laws in any jurisdiction in which Supplier conducts business in connection with the Purchase Order.

Supplier shall not, directly or indirectly, offer, promise, authorize, pay, solicit, accept, or receive any bribe, kickback, facilitation payment, or other improper payment or benefit to or from any government official, public official, political party, candidate for public office, or any private individual or entity for the purpose of obtaining or retaining business or securing any improper advantage.

Supplier shall maintain adequate policies, procedures, and internal controls designed to ensure compliance with this Section and shall promptly notify HTI upon becoming aware of any actual or suspected violation. Any breach of this Section shall constitute a material breach of this Purchase Order and shall entitle HTI to terminate this Purchase Order immediately upon written notice, without liability, in addition to any other rights or remedies available under applicable law or the Purchase Order.

  • Audit Rights:  HTI shall have the right, upon reasonable prior notice, to audit and inspect Supplier’s books, records, documents, and other supporting information to the extent reasonably necessary to verify Supplier’s compliance with the terms of the Purchase Order, including pricing, invoicing, charges, and performance of the goods and/or services. Supplier shall maintain such records for a period of not less than three (3) years following completion or termination of the applicable Purchase Order and shall provide reasonable cooperation and access in connection with any such audit. If an audit reveals any overcharge, noncompliance, or billing discrepancy, Supplier shall promptly reimburse HTI for the amount of the overcharge and take corrective action as necessary.
  • Conflict Minerals/Supply Chain Compliance:  Supplier shall comply with all applicable laws, regulations, and industry standards relating to conflict minerals, responsible sourcing, supply chain transparency, and human rights. Upon HTI’s request, Supplier shall provide timely and accurate information regarding the origin of any tin, tungsten, tantalum, gold, cobalt, mica, or other minerals contained in the goods supplied under the Purchase Order and shall cooperate with HTI’s reasonable due diligence efforts related to responsible sourcing requirements.

Supplier represents and warrants that it has implemented appropriate policies and procedures designed to identify and address risks of human trafficking, forced labor, child labor, slavery, and other unethical labor practices within its supply chain. Supplier shall maintain records sufficient to demonstrate compliance with this Section and shall promptly notify HTI upon becoming aware of any actual or suspected violation.

Upon reasonable request, Supplier shall provide certifications, declarations, or other documentation reasonably required by HTI to verify Supplier’s compliance with this Section. Any material violation of this Section shall constitute a material breach of this Purchase Order and may result in termination of the Purchase Order without liability to HTI.

  • Data Protections/Cybersecurity: Supplier shall implement and maintain appropriate administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, availability, and security of HTI’s data and any personal, proprietary, or confidential information processed, stored, transmitted, or otherwise accessed in connection with this Purchase Order. Such safeguards shall be consistent with applicable laws, regulations, and industry-recognized cybersecurity standards.

Supplier shall promptly notify HTI, without undue delay and in no event later than seventy-two (72) hours after becoming aware, of any actual or suspected unauthorized access to, acquisition of, disclosure of, loss of, or compromise of HTI data or information systems that may affect HTI (“Security Incident”). Supplier shall promptly investigate any Security Incident, take all reasonable steps to mitigate its effects, remediate the cause, and cooperate fully with HTI in connection with any required notifications, investigations, or corrective actions.

Supplier shall comply with all applicable data protection, privacy, and cybersecurity laws and regulations and shall ensure that any subcontractors or third parties engaged in connection with this Purchase Order are subject to obligations no less protective than those set forth herein. Upon reasonable request, Supplier shall provide HTI with information reasonably necessary to demonstrate compliance with this Section.

Any material violation of this Section shall constitute a material breach of this Purchase Order and may result in termination of the Purchase Order by HTI, in addition to any other rights or remedies available under this Purchase Order or applicable law.

  • Order of Precedence: In the event of any conflict, inconsistency, or ambiguity among the documents comprising this Purchase Order, the following order of precedence shall apply, with the document listed first taking precedence over those listed thereafter:

(a) the Purchase Order, including any special terms and conditions expressly incorporated therein;

(b) any mutually executed amendment, statement of work, or change order referencing the Purchase Order;

(c) the parties’ applicable master agreement, if any;

(d) Supplier’s quotations, acknowledgments, invoices, standard terms and conditions, or other documents.

Supplier’s standard terms and conditions shall have no force or effect to the extent they conflict with the terms of the Purchase Order. Any ambiguity shall be resolved in a manner that gives effect to the provision affording HTI the greater right, protection, or remedy.

  • Severability: If any provision, term, or condition of this Purchase Order is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
  • Publicity: The Supplier shall not use HTI’s or HTI’s customer’s trademarks, trade names, or images without prior written consent. This restriction applies to all forms of media and communication.
  • Nature of Relationship:  Nothing in this Agreement or any Purchase Orders shall be construed as creating a partnership, joint venture, or similar relationship between the Supplier and HTI.
  • Entire Agreement: In the absence of a written agreement or contract duly executed by both parties governing the transaction, these Terms and the applicable Purchase Orders constitute the entire agreement between the Parties.