TERM AND CONDITIONS
1. ACCEPTANCE. This offer is subject to withdrawal at any time prior to communication of acceptance to Buyer. Upon such acceptance,
notwithstanding any terms and conditions in Seller’s acknowledgement or any other communications between Buyer and Seller, the terms set forth on
this Purchase Order shall constitute the entire agreement relating to the purchase of the goods or services (“materials”) ordered on the face hereof and
Seller’s signature on a copy of the Purchase Order or shipment or delivery of any part of said materials by Seller shall be deemed to be acceptance of
said terms in their entirety. Seller is hereby notified of Buyer's objection to any terms inconsistent herewith and to any additional terms proposed by
Seller in accepting or acknowledging this order or otherwise and such terms shall not become a part of this agreement unless accepted in writing by
Buyer. This Purchase Order may not be modified or rescinded except by a writing signed by both parties.
2. SHIPMENT. Seller shall suitably contain, pack, mark, label and ship in accordance with any instructions from Buyer and the requirements of common
carriers to secure the lowest transportation costs. Seller shall be liable for any difference in freight charges or damage to the materials caused by its
failure to comply therewith. Buyer may require Seller to send a Notice of Shipment giving the number of the order, kind and amount of materials, and
route at or prior to time of shipment.
3. PRICES/TAXES, DELIVERY AND FREIGHT.
a. Prices and Taxes/Duties. Buyer shall receive the benefit of any reductions of Seller’s prices between the date of the Purchase Order and the date of
Buyer’s acceptance of full performance for any item ordered in the Purchase Order. The amounts payable by Buyer to Seller set forth on the face of this
Purchase Order include all applicable sales, use, consumption, transfer, excise, stamp, customs, value-added or similar taxes, duties, and charges.
b. Delivery. Adherence to the date of delivery or for completion of the work shown on the face of the Purchase Order or as otherwise agreed upon in
writing by Buyer and Seller is of primary importance. Time of delivery is of the essence of this Purchase Order.
c. Freight and Bill of Lading. On materials bought "delivered" or “f.o.b.” Buyer's plants, Seller must prepay freight or other carrying charges and supply
Buyer with a prepaid bill of lading or equivalent shipping document (collectively, “bill of lading”). Buyer will withhold payment of Seller's invoice until the
date that this condition has been fulfilled, and reserves the right to take cash discount from this later date. The "recourse" clause on the bill of lading
must not be signed, and any overcharges that may accrue will be for Seller's account. If required by Buyer, Buyer shall have the right to review and
approve any bill of lading in advance and to require that any such bill of lading be in such form and content as Buyer may require.
4. PAYMENT AND DISCOUNT TERMS. Buyer’s standard discount, payment and invoicing terms attached to this PO shall apply to all purchases,
except that if the invoice and bill of lading requirements of Sections 3 and/or 8(a) are not met, the date for calculating the discount period shall be
postponed until these requirements are met.
5. INSPECTION/RETURNS. All materials ordered herein shall be subject to inspection and testing by Buyer at all reasonable times and places, prior to
acceptance. Seller shall permit access to its facilities at all reasonable times for inspection of materials by Buyer and will provide all tools, facilities, and
assistance necessary at no additional cost to Buyer. It is expressly agreed that inspections and/or payments prior to delivery shall not constitute final
acceptance and that all materials shall be subject to final inspection after delivery to Buyer. Buyer may return any materials which are defective,
unsatisfactory, or of inferior quality or workmanship, or fail to meet the specifications, product description or other requirements of this Purchase Order or
the Data (as defined below). Materials delivered and rejected in whole or in part may, at Buyer’s option, be returned to Seller, at Seller’s risk and
expense, for reimbursement, credit or replacement or may be held for disposition at Seller’s risk and expense.
6. CONFORMANCE-TO-ORDER AND AUTHORITY WARRANTIES. Seller represents and warrants to Buyer that the materials will conform to the
description and applicable specifications, drawings, manufacturing data, data sheets, standards (collectively, “Data”) and be free from defects in
materials and workmanship, shall be of good merchantable quality and fit for the known purpose for which sold, that the materials are free and clear of
all liens and encumbrances, that Seller has good and merchantable title and any person or entity purporting to have the authority to enter into this
Purchase Order on behalf of or for the benefit of Seller has this authority. In addition to any warranty, condition, representation or service guarantee
offered by Seller or implied or provided by law (statutory or otherwise), Seller warrants that the materials shall conform to any written statements or
advertisements for such materials. In the case of equipment purchases, if at any time within one year from date of operation or eighteen months from the
date of delivery, whichever occurs first, it appears that the materials or any part thereof does not conform to the warranties herein or to the Data, and if
Buyer notifies Seller within a reasonable time, Seller shall promptly correct such nonconformity to the satisfaction of Buyer, at Seller’s sole expense
including material, labor, and freight costs. If Seller fails to correct defects in or replace nonconforming materials promptly, Buyer, after reasonable notice
to Seller, may make such corrections or replace such materials and charge Seller for the cost incurred.
7. INFRINGEMENT WARRANTY. Seller represents and warrants to Buyer that no article or articles furnished hereunder or the use thereof infringe any
patent, trademark or other intellectual property rights.
8. COMPLIANCE-WITH-LAW WARRANTIES.
a. Whether this Purchase Order refers to manufactured items or to services/work, Seller represents, warrants and agrees that it has complied, and will
comply, with (i) the Fair Labor Standards Act as amended, (ii) Social Security and Worker's Compensation laws, rules and regulations if work is done on
Buyer's premises, (iii) the Robinson-Patman Act or similar law, the Foreign Corrupt Practices Act and all applicable local anti-bribery laws,
environmental, health and safety laws, laws restricting heavy metal content, and employment and labor laws, including laws regarding child labor and
human trafficking (and all reporting requirements of employment and labor laws, which reports Seller will make available to Buyer on request), (iv) all
other applicable federal, state and/or provincial, regional, municipal and local laws, codes, regulations, rules, ordinances, decrees, permits, registrations
and orders and (v) Seller is in material compliance with the Clorox Business Partner Code of Conduct available at
http://www.thecloroxcompany.com/corporate-responsibility/people/suppliers-partners/. Each invoice must bear the following certification: "Materials or
work covered by this invoice were produced in conformity with the Fair Labor Standards Act as amended." In the event of Seller’s failure to comply with
the foregoing, Buyer may cancel this order forthwith and without notice.
b. Seller will not discriminate in hiring and employment practices on the grounds of race, color, ancestry, religion, gender, gender identity or expression,
sexual orientation, age, physical or mental disability, health condition, pregnancy, political opinion or affiliation, national, social or ethnic origin, union
membership, marital status, citizenship status, or veteran status. This Purchase Order specifically incorporates and makes a part hereof all the
provisions of Executive Order 11246, as amended, which among other things, prohibits such discrimination and requires affirmative action planning. The
Seller also shall be bound by and agrees to all the provisions of 38 U.S.C. Section 2012 and Executive Order 11701 38 FR 2575, which prohibits
discrimination on the basis of Vietnam era or disabled veteran status, and Section 503 of the Rehabilitation Act of 1973, which prohibits discrimination on
the basis of handicaps. Further, the Seller agrees to maintain non-segregated facilities for all employees, and where applicable, assure that known
minority business enterprises will have equitable opportunity to be considered for subcontracts for goods and services.
c. To the extent this Purchase Order or any part of it relates to the purchase of any food, drug, cosmetic, medical device or pesticide, or substance the
intended use of which results or may reasonably be expected to result, directly or indirectly, in its becoming a component or otherwise affecting the
characteristics of any food (including substances intended for use in producing, manufacturing, packing, processing, preparing, treating, packaging,
transporting, or holding food), drug, cosmetic, medical device or pesticide, Seller hereby represents and warrants that, as of the date of delivery, the
Product comprising each shipment made by Seller to or on the order of Buyer is, on this date: (i) not adulterated or misbranded within the meaning of the
Federal Food, Drug, and Cosmetic Act (the “FDCA”); (ii) not an article that is prohibited, under the applicable provisions of the FDCA from being
introduced into interstate commerce and (iii) in conformance with the requirements of all applicable laws and regulations including, but not limited to, the
FDCA, the Fair Packaging and Labeling Act, the Federal Insecticide, Fungicide, and Rodenticide Act and all similar federal, state or local codes,
regulations, rules and orders relevant to Buyer’s resale, re-packaging, manufacturing, or use of the Product.
9. INDEMNITY. Seller will indemnify, defend and hold harmless Buyer and its officers, directors, employees, shareholders, successors and assigns, and
any corporation controlling, controlled by or under common control with Buyer of, from and against any and all losses, damages, claims, liabilities,
settlement, costs and expenses, including legal expenses (collectively, “Claims”), as incurred, that may be asserted (a) by reason of Buyer's use of
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Seller's products or services/work or incorporation of Seller’s products into Buyer’s own products and subsequent sale of those products or (b) in
connection with Seller’s breaches of any of the representation, warranties or obligations contained herein.
10. CONDITIONS TO INDEMNIFICATION. When seeking indemnification pursuant to this Purchase Order, the indemnified party will (a) give prompt
written notice upon learning of a situation giving rise to such claim for indemnity, (b) give the indemnifying party sole and exclusive control of the defense
of such claim with counsel of the indemnifying party's choice and any related settlement negotiations and (c) fully cooperate with the indemnifying party
in the defense or settlement of such claim at the indemnifying party's sole expense; provided, however, that the indemnifying party shall not resolve any
such Claim without notice to the indemnified party or enter into any claim resolution or settlement that affects the indemnified party's rights or interest
without the indemnified party's prior written approval. The indemnified party may employ counsel, at its own expense (provided that if such counsel is
necessary because of a conflict of interest of either the indemnifying party or its counsel or because the indemnifying party does not assume control, the
indemnifying party will bear such expense), to assist it with respect to any such Claim. The indemnified party’s failure to promptly notify the indemnifying
party of a Claim will not be a waiver of an indemnified party’s rights under this Section, provided that the indemnifying party has not been materially
prejudiced by such failure. This Section will survive the termination of this Purchase Order indefinitely.
11. INSURANCE. Seller agrees to purchase and keep in effect Products Liability and completed Operations insurance for a period of time not less than
five years after the date of the last sale of product covered by this Purchase Order. Policy limits shall be not less than a combined single limit for bodily
injury, property damage, and personal injury liability of $1,000,000 per occurrence and $2,000,000 in the aggregate.. Such insurance will provide for the
interest of Buyer and its subsidiaries and affiliates as an additional insured and shall provide Broad Form Vendors Liability Endorsement. Upon request,
Seller shall furnish Buyer with a Certificate of Insurance giving evidence of required coverage; providing for 30 days’ prior written notice to Buyer of
cancellation or material change in insurance coverage.
12. GOVERNING LAW AND ARBITRATION. This Purchase Order and all exhibits and/or attachments hereto will be governed by, and interpreted and
enforced in accordance with, the laws of the State of California without reference to the principles of conflicts of laws. The parties expressly exclude the
application of the United Nations Convention on Contracts for the International Sale of Goods or any other international convention governing sales of
goods. Any disputes or differences occurring between the parties arising out of or in any way relating to this Purchase Order, or their rights and
responsibilities to each other, will be settled by arbitration under the then current rules of the American Arbitration Association. The decision and award
of the arbitrator(s) will be final and binding and the award so rendered may be entered in any court having jurisdiction thereof. The place of arbitration
will be Oakland, California, or any other place selected by mutual agreement of the parties. Nothing in the foregoing requirement that disputes or
differences be submitted to arbitration will prohibit the right to seek provisional or equitable relief from any court having jurisdiction over the parties,
including injunctive relief, pending a final award issued by the arbitrator(s); provided, however, this right is not intended to nor will it usurp the obligation
of the parties to otherwise resolve such differences in accordance with this Section.
13. CERTIFICATE OF ORIGIN. Upon Buyer’s request, Seller will provide a certificate of origin for Product in accordance with the provisions of various
applicable international trade agreements (each, a “Trade Agreement”), including the North American Free Trade Agreement (“NAFTA”), the Central
American Free Trade Agreement and the Generalized System of preferences. Buyer may request such certificates regardless of the country in which the
Product originated or when ownership of the Product transferred from Seller to Buyer. Seller will provide such certificate of origin within ten business
days of Buyer’s request. If Product does not comply with the applicable Trade Agreement, then Seller will provide written notice to Buyer of noncompliance within such ten-day period. If it is determined that Product does not comply or ceases to comply with origination requirements of a Trade
Agreement for any reason, then Buyer may terminate this Purchase Order in whole or in part and seek any available remedies under this Purchase
Order at law or in equity. Seller acknowledges and agrees that Buyer may rely on Seller’s provided certificate to receive certain duty advantages from
various international customs agencies.
14. SERVICES/INDEPENDENT CONTRACTOR. In the event any service/work (including construction work, engineering design services, or research
and development) is called for by this Purchase Order instead of or in addition to shipping goods, Buyer may supplement this Purchase Order with
additional terms and conditions covering such service/work (either on the face of this Purchase Order or in a separate document), which terms and
conditions shall be made a part of this Purchase Order.
15. TERMINATION FOR CONVENIENCE OF BUYER. In cases of equipment purchases only, Buyer reserves the right to terminate this Purchase Order
or any part hereof for its sole convenience upon not less than five days’ written notice to Seller. If Buyer so terminates this Purchase Order, Seller shall
immediately stop all work herein and shall immediately cause its suppliers or subcontractors to cease work. Buyer shall determine and pay to Seller the
percentage of the Purchase Order price equal to the percentage of conforming services performed and conforming goods accepted by Buyer prior to the
delivery of Buyer's termination notice, plus reasonable actual direct out-of-pocket expenses incurred by Seller as a result of the termination (excluding
any lost profits), and Buyer's determination of such sums shall be binding on Seller, absent manifest error.
16. TERMINATION FOR CAUSE. Buyer may terminate this Purchase Order or any part hereof, upon not less than three days’ prior written notice to
Seller, for Seller's default of this Purchase Order. Late deliveries, deliveries of materials which are defective or which do not conform to this Purchase
Order and Seller's failure to provide Buyer, upon request, with adequate assurance of satisfactory future performance or any other failure to comply with
the terms and conditions hereof shall constitute defaults allowing Buyer to terminate this Purchase Order for cause. If termination occurs, Buyer shall not
be liable to Seller for any amount, and Seller shall be liable to Buyer for any and all damages sustained by reason of the default, which gave rise to the
termination. If Buyer improperly terminates this Purchase Order for Seller's default, such termination shall be deemed a termination for convenience, as
described in Section 15. Notwithstanding anything to the contrary in this Purchase Order, in addition to any other available rights and remedies provided
herein, Buyer may terminate this Purchase Order, in whole or in part, if Seller fails to cure any material breach of any representation or warranty or the
performance of any covenant or obligation under this Purchase Order within 30 days after written notice from Buyer.
17. TRADEMARKS/PUBLIC RELEASES. Seller will not in any way whatsoever make use of or reference to Buyer’s name or any trademark, including
without limit as part of Seller’s company or business name or any domain name, or any trade dress of Buyer except with the prior written permission of
Buyer, which may be withheld in Buyer’s sole and absolute discretion. No news release, advertisement, public announcement, denial or confirmation of
same, of any kind regarding any part of the subject matter of this Purchase Order shall be made without the prior written approval of Buyer, which may
be withheld in Buyer's sole and absolute discretion.
18. ASSIGNMENT. Seller shall not delegate any of its obligations hereunder and may not transfer or assign any right or interest of Seller under this
Purchase Order or assign this Purchase Order without Buyer’s prior written consent.
19. INCONSISTENT TERMS. In the event of an inconsistency in this Purchase Order, unless otherwise provided herein, the inconsistency will be
resolved by giving precedence in the following order: (a) the Purchase Order face sheet; (b) any Specifications/Work Schedule/Work Order; (c) any
special terms and conditions and (d) these standard Terms and Conditions incorporated into this Purchase Order.
20. LANGUAGE. The parties have expressly required that this Purchase Order and all documents and notices relating to this Purchase Order be drafted
in English.
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Discount, Payment, and Invoicing Terms
1. PAYMENT
For all invoices, the discount period, if applicable, as well as the due date for payment will be calculated from the latest of the date (i) set forth on the
Seller’s invoice, provided the invoice is undisputed and in acceptable format (“Invoice Date”), (ii) Buyer receives Seller’s undisputed invoice (“Invoice
Received Date”), or (iii) Buyer receives the Product/Service (“Goods Received Date”). Buyer’s payment to Seller may be delayed if Seller’s invoice is
incorrect, is not in acceptable format or is disputed. Buyer shall transmit invoice payment instructions to its bank (authorizing the bank’s payment to
Seller) on the date that the invoice is due. Seller will thereafter receive payment on a date that may be later than the date that the payment is processed
and authorized by Buyer. Payment shall be made via Electronic Funds Transfer or check to the Seller, at Buyer’s election. Seller shall provide such bank
account information with Seller’s W-9 for Seller to be set up in Buyer’s systems.
PAYMENT TERMS. Standard payment terms for all entities is 2% discount 15 days, net 45, or net 60 based on non-repetitive items, based on an
accurate, valid and complete invoice in acceptable format, calculated from the latest of the (i) Invoice Date (ii) Invoice Received Date or (iii) Goods
Received Date. If there are multiple line item shipments on one invoice, then the last shipment received in Buyer’s system will be the Goods Received
Date. If the invoice is received on a weekend or holiday, then the Invoice Received Date will be the next business day following the holiday and/or
weekend. All invoices must be submitted within 30 calendar days of the latest of the three dates listed in this section to be considered valid for payment.
2. ACCOUNTS PAYABLE POLICIES AND PROCEDURES USED AT CLOROX
a. Payments should not be received as “on account”. The payment received must be applied to the invoice number specified on the remittance
advice. Payments received may not be applied to either a running balance or to any payable item not listed as paid on the associated remittance
advice.
b. Payments will not be made based upon summarized invoices. Payments will be based only on a single, original and uniquely numbered
invoice.
c. Payments will be made only for the amount shown as “current charges”. Clorox will not pay a “total amount due” that includes any amount
shown as “running balance”, “balance forward” or “past due amount”.
d. Credits taken by Clorox will be clearly shown as a separate transaction that is listed on the remittance advice.
e. Overpayments that are identified must immediately be either returned to Clorox via check, or will be offset on the next payment.
f.
Sellers DO NOT have the authority to apply open credits to Clorox open invoices or to other outstanding or future charges. The decisions
on where and how to apply credits belong solely to the Clorox Procure to Pay organization.
g. Payments will not be made in advance of receipt (pro-forma invoicing). With the exception of deposits, periodic payments during an extended
manufacturing process, and pre-paying for assets (insurance, etc.), Clorox will not make a payment without the prior receipt of specific goods
and/or services. Pre-positioning cash with a Seller in advance of future purchases and/or services, and drawing down that amount as future
purchases are made is prohibited.
Seller’s cash application should reflect the above procedures. If Seller notes any deviation from these policies on Clorox’s part, Seller should notify
Clorox immediately. Clorox also asks for Seller’s cooperation in immediately informing Clorox of any duplicate payments, overpayments, or
unclaimed credits that Clorox has not offset, or any cash application problems Seller may have.
h. Seller Setup. To set up or change any Seller contact and payment information in Clorox systems, a Clorox W-9, which has data requirements, in
addition to the federal W-9, is required by Clorox.
3. CONTACT INFORMATION
Invoices or refund checks
Invoices and refund checks should be made out to the Buyer entity ordering the materials and/or services, and mailed (unless otherwise directed by a
Buyer representative) to: [email protected] or Clorox Accounts Payable, PO Box 5807, Troy, MI 48007-5807. For Clorox AP payment inquiries, call
1-800-256-7694 (1-800-CLOROX-IS), option 2 between the hours of 5am and 5pm PST, or e-mail [email protected].
Carrier freight invoices or refund checks
Freight invoices or refund checks should be made out to the Buyer entity ordering the materials and/or services, and mailed (unless otherwise directed
by a Buyer representative) to: [email protected] orR Clorox Freight Payable, PO Box 5021, Troy, MI 48007-5021.
Notices Regarding Invoices or Payments
All other Clorox payables-related notices and other documentation should be sent to the following address: [email protected] or Clorox Procure to
Pay, 4900 Johnson Drive, Bldg A, Pleasanton, CA 94588.
4. INVOICING REQUIREMENTS
STATEMENT OF ACCOUNT RECONCILIATION. PO Sellers and all carriers shall submit monthly statements detailing all open invoices. Such
statements, shall include the following data by invoice, but not be limited to: full Seller/carrier name, carrier SCAC, Master Bill # or Master BOL
(Shipment ID), ship date, Purchase Order #, Days aging, invoice number, invoice date, invoice amount, remaining open amount, comments.
Evaluated Receipt Settlement (ERS) Sellers shall submit to Buyer a weekly statement of open payables with any and all price changes during that week
for reconciliation of Seller’s account. Email address for Clorox Sellers: [email protected]
INVOICE REQUIREMENTS
Invoices associated with a PO must be submitted per delivery or services period/activity for proper and timely payment against Buyer purchase orders.
All invoices must be billed to Buyer within 30 days of approval or completion, and have adequate supporting documentation along with the name of the
person who requested the service.
All invoicing or refund documents and checks must contain at the header level:
1) Billing entity’s full name and address on Seller’s letter headed paper clearly marked “Invoice”, together with the Seller’s tax identification number
2) Invoice date for Invoice or Invoice associated with the refund
3) Invoice number (Payments will be made to a specific invoice with a unique non-recurring invoice number; duplicate or invoices for the same
products/services shall retain the original invoice numbers) or Invoice number associated with refund
4) Buyer Purchase Order number including release number, account codes, project codes
5) Buyer’s "Remit To" Seller number or Buyer’s "buy from" Seller number, if available from Buyer
6) Buyer account codes, project codes, if available from Buyer
7) Seller’s contact name, address, phone number, e-mail address
8) Full address, country and office/plant/distribution center name where goods and/or services were provided
9) For Canada: the Sales Tax Registration number is legally required
The Delivery or Service Reference must contain:
1) Name and phone number of Buyer contact, who requested the goods and/or services,
2) Remittance address if different from the billing entity
For Materials:
1) Bill of Lading number,
2) Truck number,
3) Trailer or rail car number,
4) Master Bill of Lading Number if multiple Bills of Lading are on one shipment,
5) Carrier SCAC as assigned by Clorox
For Services:
1) Agreed upon service period
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