R.L. James Inc. General Contractor – Attachment A – Purchase Order Terms and Conditions (October 2025)
1. General provisions – Acceptance
The purchase order (together with these terms and conditions, collectively, the “Order”) is an offer by R.L. James Inc. General Contractor or its affiliates referenced on the purchase order (hereinafter, collectively, referred to as “RL James) to purchase. Acceptance of the Order shall be deemed given by Supplier upon the earlier of acceptance, confirmation, shipment or other performance. The Order is conditioned upon Supplier’s complete acceptance of the Order without modifications or additions. RL James rejects any additional or different terms and conditions offered by Supplier at any time, whether or not such terms or conditions materially alter the Order and irrespective of RL James’ acceptance of or payment for the Order. Unless specifically agreed to in a writing by an authorized representative of RL James, no additional or different term or provision (except additional warranties given by Supplier) of any quotation, invoice, acknowledgment or other form supplied by Supplier shall become part of the Order notwithstanding RL James’s failure to object to such term or provision, although the parties may use such documents for ease of administration. No course of prior dealings between the parties, and no usage of trade, shall be relevant to supplement or explain any term used in the Order.
2. Delivery – Acceptance of delivery
Supplier shall deliver the goods and/or services (the “Supply”) at the time and prices specified in the Order. STATED TIME LIMITS AND QUANTITY COMMITMENTS ARE OF THE ESSENCE. Supplier’s failure to comply with such requirements shall entitle RL James, in addition to any other rights or remedies available at law or equity, to cancel the Order, without liability. The date of delivery is the date the Supply is received at RL James’ designated delivery point. No early deliveries may be made without RL James’ prior written agreement. Supplier shall obtain RL James’ prior written approval for partial shipments prior to shipment. The Supply shall be subject to inspection and testing by RL James before and after receiving receipt. Any Supply furnished and the time and manner of delivery thereof must comply precisely with the terms of the Order. Any failure to so conform constitutes a substantial impairment of the value of the whole order and shall entitle RL James, at its sole option, to cancel all or any part of this Order and to return to Supplier any Supply previously delivered to RL James, without right in Supplier to cure such failure and Supplier shall pay all transportation charges for the delivery to RL James and any return to Supplier, and RL James, at its sole discretion, may obtain replacement Supply from another supplier. Should the cost of such replacement Supply exceed the agreed upon price for such Supply between RL James and Supplier, Supplier shall reimburse RL James for the additional cost or RL James will offset such costs against amounts owed to Supplier.
3. Quantity
If Supplier delivers more than 5% of the quantity of the supply ordered, RL James may reject any or all excess supply. Any such rejected supply shall be returned to Supplier at Supplier’s risk and expense. The total (“Price”) for the supply shall be adjusted on a pro rata basis to include any excess supply not rejected by RL James. Supplier shall in no event deliver to RL James less than the quantity of supply ordered except with RL James’ express prior written consent, which may be withheld in RL James’ sole discretion.
4. Lead-times – Liquidated Damages
In the event of delays in delivery or acceptance that are not attributable to an event of force majeure or to RL James’ sole negligence, RL James shall have the right to (i) require Supplier to ship such Order by air freight or other expedited means acceptable to RL James, and Supplier shall pay the costs of freight for such expedited shipment over the cost of the specified mode of transportation and/or (ii) impose liquidated damages calculated on the total amount of the Order at a rate of 1% per calendar week of delay. Because the actual damages likely to result from breach of this Section are difficult to estimate on the date of this agreement and would be difficult for RL James to prove, the parties intend that Supplier’s payment of liquidated damages would serve to compensate RL James for any breach by Supplier of its obligations under this section and they do not intend for it to serve as punishment for any such breach by Supplier. Additionally, RL James reserves the right to claim its actual loss from Supplier and/or to terminate the Order, in whole or in part, for breach of Supplier without liability and without prejudice to any damages.
5. Modifications
RL James reserves the right to change the volumes, delivery dates, and/or the nature of the Supply at any time. Any decreases in cost of the Supply shall be passed through to RL James. If such change results in an increase in cost or time of performance, an equitable adjustment to the price and/or delivery date may be made by mutual agreement. If RL James and Supplier are unable to agree on an equitable adjustment, RL James may, at its option, terminate all or any portion of the Order without liability. Claims for equitable adjustment must be asserted by Supplier within ten (10) calendar days of the change to the Order.
6. Risk of loss
The Order is transported at Supplier’s risk. Title and risk of loss shall pass to RL James as soon as the Supply is delivered and signed for at RL James’ named delivery point. If an acceptance procedure is provided for, Supplier shall continue to bear risk of loss until RL James issues a written acceptance statement without reservations.
7. Packaging and documentation
The Supply shall be packaged adequately for shipment, storage and preservation and shall include all documentation required for its use, maintenance and upkeep. Damage to any material not so packed will be charged to Supplier. No charge shall be made by Supplier for packing, boxing, drayage, loading or storage unless otherwise stated herein. Supply rejected and returned shall not be replaced by Supplier without the prior written authorization of RL James.
8. Verification
Supplier represents and warrants that the Supply meets the terms of the Order and RL James’ specifications. Under no circumstances shall the verification work carried-out by RL James prior to, during or subsequent to delivery or acceptance discharge Supplier from this obligation.
9. Shipping
Upon shipment of the Supply, Supplier shall send to RL James, by EDI, email, fax or mail, a copy of the shipping notification including the references and date of the Order, the number of parcels and an exact description of the shipped Supply. The original shipping notification shall accompany each shipment of parcels.
10. Invoicing
Invoices shall be sent to the address in the Order and shall include RL James’ references and a description of the Supply invoiced, the unit prices, volumes delivered and such other information required by RL James from time to time. RL James reserves the right to suspend payment of any invoice that fails to comply with RL James’ requirements. Any disagreement by RL James as regards the volume or quality of the delivered Supply or the invoiced price, shall lead to the issuing of a debit note. Supplier shall have forty-five (45) days as from the issuing of the debit note during which to challenge the latter.
11. Prices and terms of payment
Unless otherwise provided in the Order, all prices are firm and include all transportation, insurance, packaging expenses and taxes. Payment terms are as stated on the face of the Order from the later of the date of the receipt of a complete invoice or RL James’ acceptance of the Supply. Supplier hereby authorizes RL James to set-off and deduct any and all liabilities, debts, and Claims (as defined below) Supplier or its affiliates now or hereafter owe to RL James. RL James shall not be obligated to pay any amount under an invoice that is dated or delivered more than six (6) months after the delivery by Supplier of such Supply.
12. Assignment, Factoring of Accounts Receivables
Supplier shall not assign, transfer or factor all or any portion of its accounts receivable arising under the Order without at least fifteen (15) days’ prior written notice to and written authorization of RL James’ accounts payable department. Should Supplier have signed a factoring arrangement and have duly notified RL James thereof, all its invoices shall be paid solely to the factoring company and RL James shall not owe Supplier.
13. Warranty
13.1 In addition to Supplier’s (or its suppliers’) standard warranty and/or service guaranty, Supplier warrants the Supply against any design, manufacturing and/or defect for a period of no less than twenty-four (24) months from delivery or acceptance, if an acceptance procedure is provided for. Supplier further represents and warrants that (a) the Supply: (i) is transferred to RL James with good and merchantable title and free and clear of all liens, claims and encumbrances; (ii) is of good quality, merchantable and free from defects in design, material and workmanship and is fit for the known purposes for which purchased; (iii) conforms to RL James’ specifications, the Order, and/or the sample approved by RL James; (iv) is completed in a timely, competent and workmanlike manner; and (v) complies with all applicable Governmental Laws (as defined below), including, without limitation, applicable industry codes and standards; and (b) Supplier has the requisite financial condition to fulfill the Order.
13.2 The foregoing warranties shall survive inspection, delivery and payment, and shall run in favor of RL James and its customers. No payment, inspection, acceptance, test, delay, use, resale or failure to inspect, test or discover any defect or other nonconformance shall relieve Supplier of any of its obligations under the Order or impair any rights or remedies of RL James.
13.3 If any Supply is found by RL James to be unsatisfactory for any reason, RL James may, at its option: (i) retain all or any portion of the Supply at an adjusted price; (ii) return the Supply for repair, replacement or refund as RL James shall direct; (iii) require re-performance or refund with respect to services; (iv) repair such Supply at Supplier’s sole cost; and/or (v) require Supplier to repair or replace the Supply.
13.4 In all cases, RL James shall be reimbursed by Supplier for all of its expenses in connection with the handling and transporting of any such unsatisfactory goods and additional expenses incurred by RL James as a result of nonconformance of goods or services, including travel, rework, de-installation, re-installation, disposal, replacement or recall so that the Supply operates in full compliance with the provisions of the Order and the use for which it is intended. Supplier shall assume all risk of loss or damage in transit to Supply returned by RL James. Should Supplier fail to effectively comply with its warranty within fifteen (15) calendar days, RL James reserves the right to perform or to have any third party perform instead of Supplier at Supplier’s sole expense.
13.5 Any service furnished and/or any item replaced or repaired under this warranty are themselves guaranteed for twenty-four (24) months under the above-mentioned conditions. Only the items / services with a normal lifecycle of less than twenty-four (24) consecutive months are excluded from the scope of this operational warranty.
14. Intellectual property
Supplier warrants that the sale or use of the Supply furnished hereunder will not infringe or contribute to infringement of any intellectual property right of a third party. Supplier shall defend, indemnify and hold RL James, its predecessors, successors, assigns and customers (whether direct or indirect), harmless against any and all claims, losses, demands, damages and expenses (including reasonable attorneys’ fees and other costs of defending any action) (collectively, “Claims”) which they, or any of them, may sustain or incur as arising from or relating to the pre-existing intellectual property or of a breach of this warranty.
15. Confidentiality – Publicity
Any information, regardless of its nature (technical or commercial) or its support medium, provided to Supplier, or to which Supplier may have access or learn shall be kept strictly confidential and exclusively reserved for the purpose of performing the Order.
16. Indemnity and Insurance
Supplier shall defend, indemnify and hold RL James, its predecessors, successors, assigns and its customers (whether direct or indirect) harmless against any and all Claims, which they, or any of them, may sustain or incur as a result of (i) any claim of violation of any applicable law, regulation, ordinance, rule, regulation, license, permit, authorization, registration, policy or order (collectively, “Governmental Laws” and individually, a “Governmental Law”), (ii) negligence, breach of warranty or strict liability in tort in connection with the use of the goods or provision of services, except such as may be caused by the sole negligence of RL James, and (iii) Supplier’s breach or default of the Order. Additionally, Supplier expressly and specifically waives all immunity that may be afforded Supplier under the workers’ compensation laws of any state or jurisdiction. Supplier shall procure and maintain the following insurance with carriers rated “A” VIII or better by A.M. Best Company (subject to approval by RL James), to protect RL James and Supplier from any and all Claims as follows:
- Commercial General Liability Insurance, including Products/Completed Operations and Contractual Liability Insurance, with a limit of liability not less than $2 million per occurrence combined single limit for bodily injury and property damage;
- Workers’ Compensation with statutory limits;
- Employers’ Liability Insurance with a limit of $2 million each accident and disease; and
- Automobile Liability Insurance for any auto owned, non-owned, leased, rented or hired and used in the fulfillment of the Order, with a limit of $2 million per occurrence combined single limit for bodily injury and property damage.
Supplier shall provide a certificate of insurance issued by an authorized representative of Supplier’s insurance company, naming RL James as additional insured and providing a waiver of subrogation in favor of RL James. Upon request, Supplier shall provide RL James with a copy of such insurance policy Supplier hereby agrees to purchase, at Supplier’s expense, any additional insurance which RL James may consider to be necessary in light of the risks relating to performance of the Order.
17. Termination
17.1 RL James may cancel any Order at any time prior to (i) shipment for non-specially manufactured goods, or (ii) commencement for services, without any liability to Supplier. If RL James terminates after the time set forth in 17.1(i) or (ii) above, RL James shall be liable to Supplier for Supplier’s actual, documented out of pocket expense expended prior to receipt of notice of cancellation by RL James for work and materials procured solely as a result of the Order which cannot be used by Supplier for any other product or service, and in no event shall exceed the purchase price of cancelled goods or services (the “Termination Cost”).
17.2 In addition to its rights and remedies, RL James may immediately terminate any Order without liability whatsoever in the following cases: (a) court-ordered, or out-of-court dissolution or liquidation; (b) Supplier makes an assignment for the benefit of creditors, or is subject to any voluntary or involuntary provincial or federal receivership, insolvency or bankruptcy proceedings, or becomes unable, or admits in writing its inability, to meet its obligations as they mature; (c) supplier’s breach or default of the Order; (d) Supplier makes any materially false or misleading statement, representation or claim; (e) Supplier’s entering into a factoring arrangement without RL James’ agreement; (f) Supplier’s inadequate financial condition (as determined by RL James); and (g) Supplier’s failure (as determined by RL James) to provide adequate assurance of performance and/or financial condition.
18. Disputes – Governing law
18.1 The Order and all matters arising out of or related thereto shall be interpreted, construed and solely governed by and in accordance with the law of the State of Florida, disregarding any conflict law provisions that may require the application of the laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods, 1980, and any successor thereto, shall not apply.
18.2 Venue and jurisdiction for all legal proceedings of any kind or nature brought to enforce any provisions of these terms and conditions or the Order shall lie within the State and Federal courts of Palm Beach County, Florida (USA). Pending any prosecution, appeal, or final decision of any dispute, or the settlement of any dispute arising under this Order or these terms and conditions, Supplier shall proceed diligently, as directed by RL James, with performance of this Order. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUPPLIER HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, COUNTERCLAIM OR CROSS-COMPLAINT IN ANY ACTION, PROCEEDING OR HEARING BROUGHT BY EITHER SUPPLIER AGAINST RL JAMES OR RL JAMES AGAINST BUYER ON ANY MATTER WHATSOEVER ARISING UNDER, RELATING TO, OR IN ANY WAY CONNECTED WITH THIS ORDER, THE RELATIONSHIP OF SUPPLIER AND RL JAMES OR ANY CLAIM OF INJURY OR DAMAGE, OR THE ENFORCEMENT OF ANY REMEDY UNDER ANY LAW, STATUTE OR REGULATION NOW OR HEREAFTER IN EFFECT. In no event shall Supplier commence any action arising out of this order or the contract between the parties later than one year after the cause of action has accrued.
19. Taxes
Except as otherwise agreed in writing by RL James, RL James shall not be liable for any taxes, duties, customs or assessments in connection with the purchase and/or delivery of the Supply.
20. Compliance with Laws
Supplier warrants that the performance of any and all work related to the Order is and shall, in all respects, be in strict compliance with all Governmental Laws. Supplier agrees to obtain all necessary permits and licenses at its expense. Supplier agrees upon request to furnish RL James with a certificate of compliance relating to any such laws and regulations in such form as RL James may require.
21. LIMITATION OF LIABILITY and STATUTE OF LIMITATIONS
IN NO EVENT SHALL RL JAMES BE LIABLE FOR ANTICIPATED PROFITS OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. RL JAMES’S LIABILITY OF ANY CLAIM OF ANY KIND FOR ANY LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM THE ORDER OR FROM THE PERFORMANCE OR BREACH THEREOF SHALL IN NO CASE EXCEED THE PRICE ALLOCABLE TO THE ORDER OR UNIT THEREOF WHICH GIVES RISE TO THE CLAIM. RL JAMES SHALL NOT BE LIABLE FOR PENALTIES OF ANY DESCRIPTION. ANY ACTION RESULTING FROM ANY BREACH ON THE PART OF RL JAMES AS TO THE ORDER MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED
22. Entire Agreement
This Order, and any documents referred to on the face hereof, constitute the entire agreement between the parties.
23. No Interpretation against Drafter
Any rules of construction relating to interpretation against the drafter of an agreement shall not apply to this Order and are expressly waived.
24. Assignments And Subcontracting
No part of this Order may be assigned or subcontracted without the prior written approval of RL James. Any attempt to assign or delegate in violation of this section shall be void ab initio.
25. Force Majeure
Supplier and RL James shall not be liable for any delay or failure of performance due solely to strikes, lockouts or other labor disputes, fires, acts of God, pandemics, or other causes beyond the affected party’s reasonable control; provided, the affected party shall have given notice to the non-affected party of any such cause for delay or anticipated delay promptly following the commencement thereof and shall have used the affected party’s best efforts to make or accept deliveries, as the case may be, as expeditiously as possible. If RL James believes that the delay or anticipated delay in Supplier’s deliveries may impair RL James’ ability to meet its production schedules or may otherwise interfere with RL James’ operations and such delay may last for a period of time that exceeds ten (10) days, RL James may at its option, and without liability to Supplier, immediately terminate this Purchase Order. In the event of a shortage, Supplier agrees to allocate its total available supply of Supply among RL James and Supplier’s other customers, if applicable, on a fair and equitable basis.
26. Miscellaneous
A waiver will be effective only if in writing and signed by RL James and will be limited to the matter described therein; no such waiver will be or be deemed a waiver of any other, similar, prior, continuing or subsequent matter. Any notice, approval or consent required or permitted hereunder shall be in writing and will be deemed to have been duly given if mailed by registered or certified mail, postage prepaid or delivered by overnight courier service with tracking capabilities to the respective addresses of the parties as set forth in this Order (or such other addresses a Party may designate by ten (10) prior days written notice). If any provision of this Order shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Order shall otherwise remain in full force and effect and enforceable. Any failure by a party to enforce any provision herein or right or remedy available to it on any one occasion shall not be construed as a waiver on any other occasion. Headings included herein are for convenience only and shall not be used to interpret or construe this Order. The provisions of this Agreement that, by their terms, require performance after the termination or completion of an Order, or have application to events that may occur after the termination or completion, of an order, will survive the termination or completion of the Order. Without limiting the immediately prior sentence, all indemnity, warranty, and liability provisions will be deemed to survive the termination or completion of any Order.