UPTACO LLC SUPPLIER TERMS AND CONDITIONS
Uptaco LLC Supplier Terms and Conditions
Supplier hereby agrees to provide goods and/or services to the Customer pursuant to these terms and conditions (“Terms and Conditions”). These Terms and Conditions are hereby incorporated into and made a part of Customer’s purchase order between you, the Customer and Supplier.
“Customer” means the individual or organization who buys or agrees to buy the Products from the Supplier
“Supplier” means Uptaco LLC and all wholly-owned entities (“Uptaco”)
“Product(s)” means all goods and/or services the Customer agrees to purchase from Uptaco
“PO” means Recurring Purchase Order, as specified in the form provided by Uptaco titled “Partner Recurring Order Form”, or otherwise outlined by written consent both parties’ written, or e-mail consent. This recurring order is a deemed a repeated weekly scheduled order, until otherwise changed or cancelled by either party.
“Delivery Date” means the date of first delivery
Acceptance and Services
All orders for Products shall be deemed to be an offer by the Customer to purchase Products and/or Services pursuant to these Terms and Conditions and are subject to acceptance by the Supplier.
This PO serves as a convenient way for both parties to establish a recurring weekly schedule of Goods. However, this PO is not deemed a perpetual contractual obligation. Upon either e-mail confirmation by the Supplier, or delivery of the Products on the Delivery Date, as specified in the PO, the PO will be deemed accepted and agreed upon by the Supplier on a 7-day basis. For avoidance of doubt, if the Delivery Date is Monday 1/3/2022, the Supplier accepts the PO as agreed upon, through Sunday 1/9/2022, and that same PO is automatically deemed agreed upon and accepted again upon delivery on Monday 1/10/2022, unless either party communicates a change or cancellation in the PO before then, governed by these Terms and Conditions.
Supplier shall provide Customer with the Products ordered through the PO or otherwise mutually agreed upon in written or electronic form.
The prices and terms stipulated upon in this PO apply to this transaction, unless otherwise agreed upon by both parties, such as written and agreed upon discounts for specific days or trial periods. No additional charges of any type, including, but not limited to, shipping, packaging, labeling, custom duties, taxes, storage, insurance, boxing, or crating, shall be added without Customer’s express written consent.
Changes to the PO will be accepted upon submission of a new Partner Recurring Order Form, or written or emailed confirmation. Because of the nature of the scheduled order, Uptaco reserves 36 hours to put any changes into place, and will evaluate on a case-by-case basis whether it can execute an order change more quickly.
Purchase and Terms of Payment
Invoices shall be rendered on completion of services or delivery of Products and shall contain the Purchase Order Number, item number, description of goods or services, quantities, unit prices, date(s) rendered and total purchase price. Invoices shall be sent weekly, for that day and the prior 6 days.
Uptaco typically invoices weekly on Mondays, for that day and the prior 6 days. Because of the favorable nature of these terms, Uptaco expects Customer to remit payment within 3 days of invoice. Shall Customer not remit payment within 3 days, invoice will be considered overdue. Shall Customer not remit payment within 7 days, the Supplier will be entitled immediately to cease or suspend the provision of any service or further deliveries of Products until overdue payment has been received. Uptaco typically invoices through Quickbooks and Melio, unless otherwise requested by the Customer.
The Customer shall not re-sell or in any way distribute the Products to any other party without the express written permission of the Supplier.
The Supplier understands that delivery timing, consistency and general performance is of the utmost importance to all parties. The Supplier shall perform the services to its fullest reasonable skill and care. However, where applicable, the Supplier does not guarantee that the Services will be uninterrupted, or error-free or that any data generated, stored, transmitted or used via or in connection with the Services will be complete, accurate, up to date, received or delivered correctly or at all. The Supplier may have to suspend the Services for any reason, including but not limited to severe weather, pandemic, war, national emergency repair, maintenance or improvement. If so, the Supplier will restore service as quickly as is reasonably possible and reimburse the Customer where appropriate.
Delivery of the Products shall be made to the Customer’s address specified in the order and the Customer shall make all arrangements necessary to take delivery of the Products whenever they are tendered for delivery.
Risk in the Products shall pass to the Customer upon delivery of the Products, or where the Customer fails to take delivery at the agreed time, at the time delivery was attempted.
Inspection & Rejection
The Customer shall be entitled to reject any Products delivered which are not in accordance with the PO, and shall not be deemed to have accepted any Products until the Customer has had a reasonable time to inspect them following delivery.
Limitation of Liability and Indemnity
Except for damages caused by the negligence of Uptaco, Customer shall defend, indemnify and hold Uptaco harmless from all claims, actions, demands, loss and cases of action arising from injury, including death, to any person, or damage to any property, when such injury or damage results in whole or in part from the acts or omissions of Supplier.
The Customer shall be entitled to cancel the PO in respect of any and all parts of the Products by giving written or electronic notice to the other party within 36 hours prior to delivery of Products. The Supplier will evaluate on a case-by-case basis the ability to cancel immediately upon request, but reserves the 36 hour window to account for rent, labor and ingredients ordered for pre-scheduled deliveries in the PO.
Upon cancellation, if there is any outstanding payment balance from purchased and delivered Products, the Customer must pay such balance within 24 hours.
This PO shall be governed by the laws of the State of New York.