Terms of Purchase

All purchases made by UFP Industries, Inc. or any of its affiliates (the “Buyer”) shall be governed by the related purchase order and the following terms and conditions (collectively, the “Purchase Order”). In the event of any conflict between these terms and conditions and the related purchase order, the terms and conditions set forth in the purchase order shall control. Acceptance of the Purchase Order by the seller identified on the face of the Purchase Order (the “Seller”) shall be deemed to be accepted by Seller and to become a contract: (a) upon receipt by Buyer of an acknowledgement of the Purchase Order from Seller; (b) commencement by Seller of performance of the work called for in the Purchase Order; or (c) shipment of any Materials called for in the Purchase Order by Seller to Buyer. The term “Materials” shall mean goods, parts, property, and/or services furnished to Buyer by Seller. Any proposal for additional, different, or inconsistent terms or any attempt by Seller to vary in any degree any of the terms of the Purchase Order in Seller’s acceptance or any other communications is deemed material and is hereby objected to and rejected.

Buyer agrees to purchase from Seller the Materials at the prices specified in the Purchase Order. Unless otherwise set forth in the Purchase Order, such prices shall constitute the full and complete prices for the Materials, including, without limitation, those related to freight, handling, packaging, and other fees. No price increases shall be effective unless agreed to in writing by Buyer.

Unless otherwise set forth in the Purchase Order, payment shall be made by Buyer on NET 30 day terms after the later to occur of: (a) Buyer’s receipt of Seller’s invoice; and (b) delivery of conforming Materials to the Relevant Buyer Location.

Materials orders must be delivered at the time or times specified in the Purchase Order or in written releases issued by Buyer. Unless otherwise set forth in the Purchase Order, all Materials shall be shipped to Buyer’s location specified in the Purchase Order or as otherwise specified by Buyer in writing (the “Relevant Buyer Location”). Risk of loss for the Materials shall pass to Buyer only upon delivery and acceptance of the Materials at the Relevant Buyer Location. Time is of the essence under this Purchase Order, and 100% on-time delivery is required.

The quantity of Materials ordered or released under this Purchase Order may not be exceeded or shorted. Buyer shall not be liable for, may reject, and may either return or retain for Seller (at Seller’s risk and expense) any Materials delivered in excess of that so ordered.

Seller shall not make any changes to the Materials without prior written approval of Buyer. Buyer shall have the right to make any changes in the items, quantities, destinations, specifications, or delivery schedules with respect to Materials under this Purchase Order. Any such change in price or terms must be in writing and signed by Buyer and Seller.

In addition to Seller’s customary warranties on the Materials, any express warranties set forth in the Purchase Order, and any statutory warranties, Seller warrants that: (a) all Materials will strictly conform to all applicable specifications; (b) all Materials will be new and of the highest quality and free from defects in workmanship, materials, and design; (c) the sale and use of Materials will not infringe or misappropriate any third party’s intellectual property; (d) upon delivery, Buyer will receive good title to all Materials, free and clear of any liens; (e) all Materials will be merchantable and fit for Buyer’s intended purpose; and (f) all Materials shall be manufactured and sold in compliance with all applicable federal, state, local, and foreign laws, rules, and regulations.

Upon the occurrence of a Default, Seller shall be deemed to be in default under this Purchase Order, and Buyer shall have the right to terminate this Purchase Order. Default events include: (a) Seller becoming insolvent; (b) commencement of bankruptcy proceedings; (c) the dissolution of Seller; or (d) Seller’s failure to strictly comply with the terms of this Purchase Order.

Upon written notice, Buyer may at any time, for any reason or no reason, terminate this Purchase Order in whole or in part. Upon such termination, Buyer’s obligation to Seller shall be limited to payment for conforming Materials completed prior to the date of termination and the actual and direct costs incurred by Seller allocable to the terminated portion.

To the maximum extent permitted by law, Seller agrees to indemnify, defend, and hold Buyer harmless against any losses, claims, liabilities, lawsuits, proceedings, damages, and expenses (including, without limitation, attorneys’ fees) by reason of or in connection with: (a) any breach of this Purchase Order; (b) any product liability claims arising out of Seller’s Materials; or (c) any action or omission by Seller or its employees, agents, or other representatives.

Seller shall strictly comply with all applicable federal, state, local, and foreign laws, rules, and regulations.

Seller shall maintain adequate and commercially reasonable insurance coverage for all Materials purchased under this Purchase Order, including general liability, product liability, completed operations, automobile liability, workers’ compensation, and employer’s liability. Seller will add Buyer as an additional insured and will furnish a Certificate of Insurance.

Provided Seller notifies Buyer promptly, Seller will be excused for any failure to make, or delay in making, delivery as specified in the Purchase Order if such failure or delay is caused by an accident, fire, flood, invasion, civil commotion, war, act of terrorism, act of God, or government regulation. A Force Majeure Event will not include a failure or delay that is caused by Seller’s negligence or labor problems or strikes.

This Purchase Order shall be governed, construed, interpreted and enforced in accordance with the domestic laws of the State of Michigan, United States of America. Any and all actions concerning any dispute arising hereunder shall be filed and maintained only in the Circuit Courts of Kent County, Michigan, United States of America, or the Federal District Court for the Western District of the State of Michigan.

We welcome your questions or comments regarding these Terms. If you have any questions, please feel free to contact us:

UFP Industries, Inc.
[email protected]
800-598-9663