These terms apply to every purchase order ("Order") issued by AvantGuard Technologies LLC, doing business as AvantGuard Technical Supply ("Buyer"), to a supplier ("Seller"), unless the Order says otherwise in writing.
1. Acceptance
Seller accepts the Order and these terms by acknowledging the Order, starting work on it, or shipping any part of it. Different or additional terms proposed by Seller apply only if Buyer agrees to them in writing.
2. Price and payment
Prices are those stated on the Order and are firm. Payment terms are those stated on the Order and run from the later of receipt of a correct invoice or receipt of conforming goods and documents.
3. Exact item
Seller must supply the exact manufacturer, manufacturer CAGE code, part number and revision stated on the Order. No substitution, alternate part or change of manufacturer is allowed without Buyer's written approval before shipment.
4. Delivery
Delivery dates on the Order are important to Buyer's own contract. Seller must tell Buyer at once of any expected delay. Buyer may cancel any part of the Order that is not delivered on time, without cost to Buyer.
5. Traceability and documents
Each shipment must include a certificate of conformance and documents that trace the goods to the original manufacturer, together with any material or test certificates the Order calls for. Seller must keep these records for the period stated on the Order and provide copies on request.
6. New and genuine goods
Goods must be new, unused and genuine, and bought by Seller from the original manufacturer or its authorized distributor. Seller must not supply counterfeit, suspect counterfeit, used, refurbished or reclaimed goods. Seller must tell Buyer at once if it learns that goods supplied may be counterfeit.
7. Packaging and shipping
Seller must pack the goods to prevent damage and corrosion in transit and follow any packaging, marking and shipping instructions on the Order. Each package must show the Order number and part number.
8. Inspection and rejection
Goods are subject to inspection by Buyer and by Buyer's customer, including the U.S. Government. Payment is not acceptance. Buyer may reject goods or documents that do not conform to the Order and return them at Seller's cost for refund, credit or replacement, at Buyer's choice.
9. Warranty
Seller warrants that the goods conform to the Order and to the manufacturer's specifications, are free from defects in material and workmanship, and are free of liens. Manufacturer warranties pass to Buyer and to Buyer's customer.
10. Government contract requirements
The Order may be placed under a U.S. Government contract. Where it is, the contract clauses that Buyer is required to pass on to its suppliers apply to Seller, and Buyer will identify them on the Order or on request. Seller must tell Buyer before accepting the Order if it is suspended, debarred or proposed for debarment from U.S. Government contracting.
11. Country of origin and export
Seller must state the country of origin of the goods when asked and must comply with the export control and sanctions laws of the United States.
12. Changes and cancellation
Changes to the Order are valid only in writing from Buyer. Buyer may cancel any undelivered part of the Order for convenience and will pay Seller's reasonable, documented costs for standard goods already shipped. Buyer may cancel without cost if Seller fails to meet the Order.
13. Confidentiality
Seller must keep confidential the Order and any information Buyer provides with it, use it only to perform the Order, and not refer to Buyer or its customer in publicity without written permission.
Seller must not send Buyer controlled technical data, export-controlled information or Controlled Unclassified Information by ordinary email or through this website.
14. Disputes and governing law
The parties will first try in good faith to settle any dispute by discussion between their senior representatives. If it is not settled within 30 days, either party may bring it before the courts of Harris County, Texas. The Order and these terms are governed by the laws of the State of Texas, USA. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
15. General
Seller must comply with the laws that apply to it and to the goods. Seller may not assign or subcontract the Order without Buyer's written consent. Seller is an independent contractor. If any part of these terms cannot be enforced, the rest remains in effect, and a failure by Buyer to enforce a term is not a waiver of it.
Questions about these terms can be sent to rfq@agtsupply.com.