Standard Purchase Order Terms & Conditions

Prices stated on this PO are firm and not subject to escalation for any reason without Buyer’s prior written consent.

• Invoicing: Invoices must exactly match the authorized PO amounts. Invoices must be submitted no later than 5 business days prior to the established project billing cut-off date to be included in the current month's billing. Late invoices will automatically defer to the following month's cycle.

• Payment Terms: For general stock, consumables, and standard account purchases, payment shall be made in accordance with the standard Net terms established between Buyer and Vendor. However, for project-specific equipment, custom materials, or subcontracted services, payment to the Vendor is strictly contingent upon Buyer’s receipt of payment from the Owner or General Contractor for the Vendor's goods or services (Paid-When-Paid), unless expressly waived in writing by the Buyer.

• Lien Waivers: As a condition precedent to payment, Vendor agrees to provide standard partial and final lien waivers upon request.

Buyer may, at any time, make changes to the specifications, drawings, quantities, or delivery schedule. If any such change causes an increase or decrease in cost or time required for performance, an equitable adjustment shall be negotiated, and the PO shall be modified in writing. Vendor shall not substitute any materials, equipment, or brands without prior written approval from the Buyer.

Buyer and its customer/Owner reserve the right to inspect all goods upon delivery. Buyer may reject any goods or services that are defective, non conforming to project specifications, or supplied in excess of PO quantities. Rejected items will be returned to Vendor at Vendor’s sole risk and expense, including all transportation and handling charges.

Vendor warrants that all goods, equipment, and materials furnished under this PO shall be new, free from defects in design, material, and workmanship, and shall strictly conform to the PO requirements and applicable project specifications. This warranty shall survive any inspection, delivery, or acceptance. Vendor agrees to assign and pass through all manufacturer warranties directly to the Buyer and the ultimate Owner/end-user.

To the fullest extent permitted by law, Vendor shall indemnify, defend, and hold harmless the Buyer, its officers, employees, the General Contractor, and the Owner from and against any and all claims, damages, losses, and expenses (including attorney's fees) arising out of or resulting from Vendor’s performance of this PO, the delivery of goods, or any defect in the products provided.

• For Cause: Buyer may terminate this PO in whole or in part if Vendor defaults on delivery, fails to provide conforming goods, or breaches any term of this agreement.

• For Convenience: Buyer may terminate this PO for its sole convenience at any time by written notice. In such event, Vendor shall be paid for actual, documented, and verifiable direct costs incurred up to the date of termination, but in no event shall Vendor be entitled to anticipated profits on unperformed work.

Time is critical for project management. Therefore, all invoices, notices of delay, and formal communications related to this PO must be transmitted electronically via email to office@gwmtexas.com. Hard copy documents sent via postal mail will not be considered officially received for the purposes of dating, payment processing deadlines, or project notifications.

This agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. Any legal action or proceeding arising out of or relating to this PO shall be brought exclusively in the state or federal courts located in or serving Johnson County, Texas.