All references in this document to “Buyer” shall include FloWorks International LLC and any of its subsidiaries and affiliates, and their respective business units. All references to “Seller” shall include Seller and/or any division or affiliate of Seller, including all parent(s), subsidiaries and affiliates of the Seller. Buyer and Seller may be referred to individually as a “Party” and collectively as “Parties”. “Goods” is defined herein collectively as any material, machinery, equipment, articles, parts or other items provided or supplied hereunder by Seller to Buyer. “Services” is defined herein collectively as any work, labor, or professional effort provided by Seller to Buyer, including but not limited to any activities performed at Buyer’s or its customer’s site, whether for installation, assembly, construction, maintenance, repair, or other purposes.
The parties agree that the Purchase Order shall consist of the cover sheet of the Purchase Order, these Terms and Conditions, and all specifications, drawings, notes, instructions or technical data referred or attached to the Purchase Order, and in the event of any conflict, the cover sheet of the Purchase Order shall control followed by these Terms and Conditions, followed by any terms and conditions contained in supporting documentation provided by Buyer. All sales to Buyer are subject to these Terms and Conditions, which shall prevail over any inconsistent terms of Seller’s other documents. These Terms and Conditions embody the entire agreement between Buyer and Seller.
Nothing contained in proposals, correspondence, discussions or negotiations prior to the date of these Terms and Conditions shall have any effect unless specifically incorporated herein. By acknowledging receipt of the Purchase Order or by supplying the Goods described in the Purchase Order, Seller agrees to these Terms and Conditions. Once accepted, the Purchase Order is the final and complete expression of agreement between the Parties regarding this transaction, including all promises and representations both express and implied. No changes, amendments, substitutions or modifications of any of the Terms and Conditions hereof shall be valid unless reduced to writing and signed by both Parties. For the avoidance of doubt, the terms and conditions proposed by any other forms are expressly objected to and shall not be used as a basis for this Purchase Order by Buyer; specifically, the Terms and Conditions herein shall govern and control all purchases made by Buyer pursuant to this Purchase Order. Notwithstanding the foregoing, if any term or condition of sale is not addressed by the Purchase Order or these Terms and Conditions, the Uniform Commercial Code, as adopted by the State of Texas, will apply. No modification or alteration of these Terms and Conditions shall result by Seller’s shipment of Goods following receipt of Buyer’s Purchase Order.
Time is of the essence for satisfactory completion and delivery of Goods or completion of Services under this Purchase Order. Failure to deliver on time per said delivery date, or otherwise unsatisfactory performance, shall be cause for cancellation of undelivered Goods or termination of Services at the option of the Buyer, and at no cost to Buyer. No substitutions shall be made in this Purchase Order without the prior written consent of Buyer. If this Purchase Order is terminated due to Seller’s actual or anticipatory breach of contract by failure to meet said delivery date, or Seller’s inability to satisfactorily complete its obligations, Buyer may procure, upon such terms and in such manner as Buyer deems appropriate, Goods or Services similar to those covered by this Purchase Order so terminated, and the Seller under said terminated Purchase Order shall be liable to Buyer for any excess costs of such Goods or Services and all costs and damages associated with failure to meet delivery dates, including but not limited to increased cost of Goods, downtime, and late charges incurred by Buyer from its customers.
Title to and risk of loss for all Goods shall pass to Buyer upon receipt of the Goods at Buyer’s facility or other designated delivery location, unless otherwise specified in the Purchase Order. Seller shall remain responsible for the Goods until delivery and shall maintain insurance covering any loss, damage, or destruction to the Goods while in transit or in Seller’s care, custody, or control.
For any Services that involve materials, equipment, or other tangible items, risk of loss or damage to such items remains with Seller until such items are delivered and accepted by Buyer. Seller shall be responsible for proper handling, storage, and insurance of such items until acceptance.
Any delays in or failures of performance by either Party shall not constitute default hereunder or give rise to any claims for damages, if and to the extent such delays or failures of performance are caused by occurrences of Force Majeure. Force Majeure includes, but is not limited to, Acts of God, acts of the public enemy, Laws and Regulations, wars or warlike action (whether actual or impending), arrests and other restraints of government (civil or military), blockades, insurrections, riots, epidemics or pandemics, landslides, lightning, earthquakes, fires, sabotage, tropical storms and hurricanes, civil disturbances, tidal waves, explosions, confiscation or seizure by any government or other public authority and any other causes, whether of the kind herein enumerated or otherwise, that are not reasonably within the control of the Party claiming a suspension and that could not have been overcome by the exercise of ordinary diligence. Upon the occurrence of a Force Majeure, (a) the Party experiencing Force Majeure shall notify the other Party within seven (7) calendar days of the existence of any such Force Majeure and the probable duration thereof and their performance shall be extended reasonably and the Parties shall adjust all affected dates accordingly; (b) Buyer’s lack of response to Seller’s notices regarding delay shall not operate to terminate Seller’s obligation to complete the delayed performance; and (c) the purchase price shall not be adjusted for any increased costs to Seller resulting from such Force Majeure Event.
The Price of Goods or Services is indicated on the Purchase Order and shall be payable in U.S. dollars unless otherwise specified. Seller is responsible for all taxes legally imposed upon its business, including but not limited to taxes imposed upon its income, personnel, or property. All taxes included in invoices shall be stated separately, or will not be payable by Buyer. Seller is responsible for any increase in import tariffs in excess of tariff amounts quoted by Seller and accepted by Buyer. Buyer shall not pay for crating, packaging, or transportation except by express written agreement. Payment shall be net sixty (60) days upon receipt of a complete and correct invoice with all supporting documentation after Buyer has received the Goods or Services. Buyer may withhold payment of any invoiced amounts for a disputed claim, and may set off against any amount purported to be owing to Seller any amount owing by Seller to Buyer. No extra charges, fees, costs, or compensation of any kind will be allowed unless specifically agreed in writing by Buyer. Seller warrants that the prices for Goods or Services sold to Buyer under the Purchase Order are no less favorable than those currently extended to any other customer for the same or like Goods or Services. If Seller reduces its prices for Goods or Services before the Purchase Order is filled, Seller agrees that the price of Goods or Services subject to the Purchase Order shall be correspondingly reduced.
Seller shall keep full and detailed accounts as may be necessary and satisfactory to Buyer to ensure compliance with the pricing structure and all other specifications and requirements under the Purchase Order. Buyer, its agents, and customers shall be afforded access to all of Seller’s records, books, correspondence, instructions, drawings, receipts, vouchers, memoranda, and similar data relating to the Purchase Order, and Seller shall preserve all such records for a period of five (5) years after final payment.
Seller warrants that all Goods supplied under this Purchase Order, including their manufacture, sale, and Buyer’s or Buyer’s customer’s intended use, do not and will not infringe any patents or other proprietary rights, including copyrights, trademarks, or trade secrets. Seller further warrants that it will convey to Buyer full, clear, and unrestricted title to all Goods, free and clear of any liens, security interests, or other encumbrances, and waives any rights to a mechanics’ lien against Buyer’s property or premises. Title and risk of loss shall pass to Buyer upon receipt of the Goods at Buyer’s facility or other designated delivery location, unless otherwise specified in the Purchase Order, and Seller shall remain responsible for insuring the Goods and any damage during transit.
Seller warrants that all Goods are of the highest quality, free from defects in material and workmanship, merchantable, and fit for the purposes for which Buyer intends to use them. Goods must comply with all applicable federal, state, and local laws, ordinances, and regulations, and shall be marked, packaged, and secured in accordance with Buyer’s specifications and legal requirements to ensure delivery in undamaged condition. Any representations or warranties made by Seller, its agents, employees, or consultants, whether orally, in writing, or in promotional materials, regarding the description, condition, quality, suitability, or fitness for purpose of the Goods are considered express conditions of this Purchase Order. Seller shall not sub-vend any materials or Goods to other manufacturers without Buyer’s prior written authorization.
Unless otherwise stated in the Purchase Order, the warranty period for Goods extends to the later of eighteen (18) months from shipment of Goods resold by Buyer or twelve (12) months from installation by the end user. If defective Goods are repaired or replaced, the warranty period shall be extended for the remainder of the original period or twelve (12) months, whichever is longer.
Seller warrants that all Services provided under this Purchase Order will be performed in a workmanlike manner and with the level of care and diligence normally exercised by competent professionals performing similar Services. For Services related to Goods that require calibration, filling, assembly, or installation, Seller shall provide written instructions and procedures, train Buyer’s or Buyer’s customer’s personnel when necessary, and certify personnel or facilities as required. All such training and certification are covered by the same warranties that apply to the Services themselves.
The warranty period for Services extends for twelve (12) months from the completion of the Services or re-performance, whichever is later. Any re-performed or corrected Services shall be warranted for the remainder of the original warranty period or twelve (12) months, whichever is longer.
In the event of a breach of warranty, whether related to Goods or Services, Seller shall promptly repair or replace defective Goods, or re-perform defective Services immediately upon notice from Buyer. If Seller fails to timely perform such remedies, Buyer may do so itself, and Seller shall be liable for all costs incurred, including any additional charges from Buyer’s customers. Buyer may assign these warranties to third parties, including its customers, who will have all of Buyer’s rights under this Purchase Order. Seller shall participate directly in responding to any claims made by Buyer’s customers or third parties, without limiting or diminishing Buyer’s rights in connection with such claims.
All warranties set forth herein survive inspection, delivery, acceptance, payment, completion, or termination of the Purchase Order. If any third party asserts warranty rights or claims against Buyer that exceed those provided by Seller, Seller shall fully satisfy such claims and hold Buyer harmless. Buyer may modify the Goods prior to resale without affecting Seller’s warranties. Buyer’s rights and remedies under this Purchase Order are cumulative and in addition to all other rights available under law or equity.
Buyer and Buyer’s customer have the right to inspect and test all Goods at Seller’s factory, any sub-supplier’s factory, or a third-party inspection location during manufacture, upon completion, and at destination before acceptance. Inspection of Goods, failure to inspect Goods, acceptance of Goods, or failure to ascertain or discover defects or non-conformances shall in no way be a waiver of any warranties or any rights Buyer may have pursuant to the Purchase Order. Receipt of Goods by Buyer or Buyer’s customer, or inspection or testing of Goods received by Buyer or Buyer’s customer, shall not constitute acceptance of such Goods by Buyer; and payment by Buyer shall not constitute acceptance of such Goods. Buyer may reject or revoke acceptance of any and all Goods found by Buyer: (a) not to be in compliance with: (i) the warranties applicable to such Goods, (ii) the specifications, design, drawings, or descriptions for such Goods, or (iii) with any other term or instruction set out in the Purchase Order; (b) to be unsatisfactory; (c) to be suspect due to defects or nonconformities in similar items; or (d) to have been rejected or returned by Purchaser’s customers. If any Goods are rejected or acceptance is revoked, Buyer may, without prejudice to any other rights or remedies, and without authorization from Seller, return the Goods or any part thereof to Seller, and all amounts theretofore paid by Buyer to Seller on account of the purchase price of such returned Goods, together with any costs incurred by Buyer in connection with the original delivery and/or return of such Goods, shall be repaid to Buyer by Seller or setoff by Buyer. In the event of any rejection or revocation of acceptance of any Goods, Seller shall have no right to cure the defect causing rejection or revocation of acceptance or to furnish replacement Goods, although Buyer may, in its sole discretion, elect to require correction or cure of such defect or the furnishing of replacement Goods, all at the sole cost and expense of Seller. The making or failure to make any inspection of, or payment for the Goods covered by this Purchase Order shall in no way impair Buyer’s right to reject nonconforming or defective Goods, nor be deemed to constitute acceptance by Buyer of the Goods, or affect in any way Seller’s obligations under this Purchase Order notwithstanding Buyer’s opportunity to inspect the Goods, Buyer’s knowledge of the non-conformity or defect, its substantiality or ease of discovery, nor Buyer’s failure to earlier reject the Goods.
Buyer and Buyer’s customer have the right to inspect, observe, and verify all Services performed by Seller at any time during performance, including on-site inspection at the location where Services are being performed. Inspection or observation of Services, failure to inspect, or acceptance of Services shall not constitute a waiver of any warranties or rights of Buyer. Buyer may reject or require correction of any Services found to be defective, unsatisfactory, or not in compliance with the Purchase Order, specifications, or applicable laws and regulations.
Seller agrees that Seller will assume Buyer’s defense and indemnify, release, defend and hold Buyer harmless for any costs, damages (including damage to property or the environment), injuries (including injury to, illness or death of persons), liabilities, claims, settlements, demands, lawsuits, penalties, interest, taxes or liens which Buyer may incur, be found liable for or is required to pay (collectively, the “Claims”) which arise out of or are related to Seller’s or any of its subcontractors’ manufacturing of, fabricating, or furnishing the Goods supplied to Buyer under this Purchase Order, patent infringement or other violations of intellectual property rights, and which arise out of or is in any manner connected with the Purchase Order, Seller, its agents, employees’ or subcontractors’ performance thereunder, or with the sale, use design, manufacture, marketing, or quality of Goods supplied under the Purchase Order. For purposes of this indemnity, “Buyer” shall extend to and mean Buyer as well as its directors, officers, employees, agents and representatives. Seller shall also indemnify Buyer for any claims or losses arising from the shipment or transportation of the Goods by Seller. Seller’s indemnification obligations shall survive the Purchase Order. NOTWITHSTANDING ANY OTHER PROVISION OF THIS PURCHASE ORDER, IN NO EVENT SHALL BUYER BE LIABLE TO THE SELLER FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES OR CLAIMS IN THE NATURE OF LOST PROFITS OR REVENUE, LOSS OF USE, LOSS OF PRODUCTION, WHETHER OR NOT FORESEEABLE, AND IRRESPECTIVE OF THE THEORY OR CAUSE OF ACTION UPON WHICH SUCH DAMAGES MIGHT BE BASED, INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR OTHER TORT, CONTRACT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE.
Seller shall maintain, at all times during the performance of this Purchase Order, insurance with companies having an AM Best rating of A or better and a Financial Strength rating of VII or better. Coverage shall extend to the United States and its territories, either directly or through a Foreign Liability Policy, and shall include the following:
Seller shall maintain Commercial General Liability (CGL) insurance, including products liability, completed operations, and contractual liability covering Seller’s indemnification obligations. For the supply of Goods, and Services performed on customer premises, CGL coverage shall be in an amount not less than $5,000,000 per occurrence and $25,000,000 in the aggregate. For Services that do not involve customer premises or a higher-risk activity, CGL coverage shall be in an amount not less than $2,000,000 per occurrence and $4,000,000 in the aggregate.
Seller shall maintain Workers’ Compensation insurance in accordance with applicable state law and Employer’s Liability coverage of not less than $1,000,000 per occurrence. Seller shall also maintain Automobile Liability coverage of not less than $5,000,000 per occurrence. Cargo or similar insurance shall cover Goods, including cost, insurance, and freight plus 27%, while in Seller’s care, custody, or control until delivery and acceptance by Buyer at the designated receiving location.
All policies, except Workers’ Compensation, shall name Buyer and its parent company, affiliates, subsidiaries, and their officers, directors, employees, and agents as additional insureds and shall provide a blanket waiver of subrogation. Seller shall provide Buyer with certificates of insurance evidencing all required coverage, including the waiver of subrogation and additional insured status, and shall provide at least thirty (30) days’ prior written notice of any cancellation or material modification.
The insurance required under this Purchase Order shall not limit or diminish Seller’s obligations or liability to Buyer in any respect.
Seller agrees to protect, indemnify, hold harmless and defend Buyer, its parent companies, subsidiary companies, affiliated companies, customers, and their directors, officers, employees and agents against any loss or damage arising out of any alleged or actual claim or suit for infringement of any patent or copyright, or the misappropriation of trade secrets or other proprietary right in the United States of America, in the country of source and in the country of destination related to or incident to the performance under the Purchase Order or the Goods.
All data, designs, drawings, specifications, and other information, revealed or disclosed in any form or manner to Seller by Buyer, whether written, oral, electronic, visual, graphic, photographic, observational, or otherwise, and documents supplied, or produced or created by Seller for Buyer hereunder (collectively defined as “Information”) will be held in strict confidence by Seller and may be used by Seller solely for the purposes of this Purchase Order. All such Information will be treated and protected by Seller as strictly confidential and will not be disclosed to any third party without the prior written consent of Buyer and may be disclosed within Seller’s organization only on a need-to-know basis. Upon request of Buyer, Seller will immediately return to Buyer any Information provided, including all copies made by Seller. Seller will not publicize or disclose the existence, content, or scope of this Purchase Order to any third party by any means without obtaining the prior written consent of Buyer.
The relationship between the parties is that of independent contractors. Nothing contained in this Purchase Order shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever under or by reason of these Terms and Conditions.
This Purchase Order shall not be assigned by Seller without the prior written consent of Buyer. Any assignment of this Purchase Order by Seller, in whole or in part, voluntarily, by operation of law, or otherwise, without the prior written consent of Buyer, shall be void. Buyer may in its sole discretion assign this Purchase Order or any claim or interest herein without the consent of Seller.
Seller may not offer Buyer’s employees any gifts, entertainment, or other favors of other than nominal value. Seller may not pay any commissions or fees or grant any rebates or other remuneration or monetary gratuity to any employee, agent or representative of Buyer.
Seller shall comply with all applicable federal, state, local, and international laws, regulations, and ordinances in the performance of this Purchase Order, including but not limited to labor, environmental, health and safety, and anti-corruption laws. Seller shall also comply with Buyer’s Supplier Code of Conduct, as may be updated by Buyer from time to time. Supplier Code of Conduct
In connection with its sales to Buyer or any activities undertaken on behalf of Buyer, Seller represents and warrants that neither Seller nor its parent or subsidiary companies, affiliates, shareholders, subcontractors, members, managers, directors, officers, employees, independent contractors, or agents has made, authorized, or will make or authorize any offer, payment, promise to pay, gift, or transfer of anything of value to any third party—including but not limited to any government official, employee of a state-owned entity, public international organization, political party, party official, family member, or representative of any such entity—for the purpose of wrongfully influencing the recipient, obtaining or retaining business, or securing any improper business advantage.
Seller further represents and warrants that it has not taken, permitted, or will take any action in connection with the conduct of its business or the transactions contemplated under this Purchase Order that would cause Seller, Buyer, or any of Buyer’s parent or subsidiary companies, affiliates, or their shareholders, subcontractors, members, managers, directors, officers, employees, independent contractors, or agents to be in violation of any applicable anti-bribery or anti-corruption laws, including but not limited to the United States Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act of 2010, and any other applicable anti-bribery laws.
Seller agrees that it will not make any facilitating payment to any government official on behalf of Buyer for the purpose of expediting or securing the performance of a routine, non-discretionary governmental duty or action.
If applicable, Seller agrees that, in its supply of Goods under this Purchase Order, it is solely responsible for required compliance with any applicable import and export laws and regulations, including any re-export laws. Seller understands and acknowledges that Buyer will rely on the information provided by Seller, including the determination as to whether any U.S. or foreign export or import license is required for the export of the supplied materials to the country of destination. As such, where applicable, Seller will provide Buyer with applicable Export Commodity Classification Numbers and harmonized Tariff Schedule Numbers including certificates of manufacture in accordance with applicable laws and regulations regarding country of origin. Furthermore, if Goods are eligible for preferential tax or tariff treatment (such as free trade or international agreement), Seller will provide Buyer with the documentation required to participate in said treatment. If any import or export control or compliance form is attached to this Purchase Order, including Buyer’s Request for Export Control Information, Seller will thoroughly and accurately complete such form and return it within 10 days to Buyer.
The Seller agrees that it will perform no act for or on behalf of the Buyer which would subject the Buyer to fines or penalties or loss of tax benefits for violation of U.S. Anti-boycott laws. The Seller agrees that it will perform no act for or on behalf of the Buyer which would subject the Buyer to fines or penalties for violation of export controls or licensing requirements or trade sanctions including those of the United States. In particular, Seller agrees that none of its goods will be sourced from countries, persons or entities subject to applicable U.S. economic sanctions.
This Purchase Order shall be governed by and construed in accordance with the laws of the State of Texas without regard to conflicts of laws, rules, and specifically excluding the UN Convention on Contracts for the International Sale of Goods. The Parties agree that any legal action arising under or related to this Purchase Order shall be brought in the state or federal courts of Harris County, Texas, and any right to object to such venue or to assert the inconvenience of such forum is hereby waived.
Buyer’s failure to insist upon compliance with any of the terms, covenants, or conditions listed herein or to exercise any right hereunder shall not be construed as a waiver or relinquishment of the future performance of any such terms, covenants or conditions, or the future exercise of such rights or a waiver or relinquishment any other term, covenant or condition herein.
The invalidity or unenforceability of all or any part of the terms of this Purchase Order will not affect the validity or enforceability of the other terms. The Parties agree to replace any void or unenforceable term with a new term that achieves substantially the same practical and economic effect and is valid and enforceable.
Provisions of this Purchase Order which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Purchase Order including, but not limited to, the following provisions, Audit Rights, Warranty, Warranty Remedies, Indemnification, Insurance, Intellectual Property Rights, Confidentiality, Assignment, Governing Law, Jurisdiction and Venue, Waiver, Severability and Survival.
Last Updated: November 2025