SWS continues to invest in technology and people to bring efficiencies to the procurement and accounts-payable processes. To maintain a competitive advantage, Southern Wine & Spirits of America, Inc. works with best-in-class vendors in an effort to offer our internal stakeholders value for their money, as well as innovative goods & services. Southern also seeks services and products from best-in-class suppliers to ensure that our company has a sound infrastructure with solid and proven technologies that enhance our working environment.
“Serving our internal customers, meeting today’s challenges and focusing on the future.”
We will accomplish this by doing the following:
- Improve our cost competitiveness and demand value for our money.
- Develop a loyal, skilled, productive and innovative vendor base.
- Implement the best processes, systems and tools available.
Purchasing Terms & Conditions
PURCHASE ORDER TERMS AND CONDITIONS
IMPORTANT - READ CAREFULLY
The Purchase Order (PO) Terms and Conditions listed below will govern your transactions with Southern Wine & Spirits of America, Inc./or any its Affiliates, unless a Master Services/Product Agreement is in effect for the commodity purchased. In that event, the terms and conditions negotiated in the Master Agreement with your company and Southern Wine & Spirits of America, Inc./or any its Affiliates supersede the following PO Terms and Conditions.
Purchase Order Terms and Conditions:
- ORDER ACCEPTANCE; APPLICABLE TERMS AND CONDITIONS: Seller agrees to sell and deliver the goods specified in THE BUYER’S Purchase order in accordance with these Terms and Conditions of Purchase unless Seller and BUYER are parties to a written purchase contract that is currently in effect, in which event the terms of such written contract shall be applicable to all purchase transactions by BUYER and the entire remainder of these Terms and Conditions of Purchase shall be inapplicable. These Terms and Conditions of Purchase, together with the Purchase Order, constitute the entire and final agreement between Buyer and Seller and supersede all prior and contemporaneous negotiations regarding the Buyer’s Purchase Order. By accepting the Purchase Order, Seller acknowledges having actual knowledge of these Terms and Conditions of Purchase. The Buyer’s Purchase Order expressly limits acceptance of such Order to these Terms and Conditions of Purchase, and Buyer hereby rejects any additional or different terms that may be contained in any business form that Seller may use or otherwise present. By acceptance of the Buyer’s Purchase Order, Seller agrees to be bound by, and to comply with these Terms and Conditions of Purchase, and all specifications and other documents referred to in the Purchase Order. Fulfillment of the Purchase Order shall be deemed acceptance of such Order subject to and in accordance with these Terms and Conditions of Purchase. The Purchase Order does not constitute an acceptance by Buyer of any offer to sell, any quotation, or any proposal given by Seller. Reference in the Purchase Order to any such offer to sell, quotation, or proposal shall not constitute a modification of any of these Terms and Conditions of Purchase. AN ATTEMPTED ACKNOWLEDGMENT OF THE BUYER’S PURCHASE ORDER CONTAINING ANY TERM OR CONDITION INCONSISTENT WITH OR IN ADDITION TO THESE TERMS AND CONDITIONS OF PURCHASE IS NOT BINDING UPON THE BUYER UNLESS SPECIFICALLY ACCEPTED BY BUYER IN WRITING, AND BUYER HEREBY OBJECTS THERETO.
- DELIVERY TIME. Time is of the essence for the Buyer’s Purchase Order. Buyer may by written notice of default to Seller (a) terminate the whole or any part of the Purchase Order in any one of the following circumstances: (i) if Seller fails to perform within the time specified herein or any extension thereof given by Buyer in writing; or (ii) if Seller fails to perform any other requirement of these Terms and Conditions of Purchase, and in either of these two circumstances does not cure such failure within a period of ten (10) days or such longer period as Buyer may authorize in writing after receipt of notice from Buyer specifying such failure; and (b) procure substitute goods upon such terms as Buyer deems appropriate. Seller shall continue performance of the Buyer’s Purchase Order to the extent not terminated and shall be liable to Buyer for any excess costs for substitute goods or services. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (aa) to extend the delivery schedule and/or (bb) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any other requirement of these Terms and Conditions of Purchase, Seller shall promptly notify Buyer in writing. If Seller does not comply with Buyer’s delivery schedule, Buyer may require delivery by the fastest means, and charges for expedited delivery shall be paid by Seller. The rights and remedies of Buyer provided in this Paragraph 2 shall not be exclusive and are in addition to any other rights and remedies provided by law or under these Terms and Conditions of Purchase.
- QUALITY CONTROL: Seller shall ensure that all goods shipped to Buyer meet applicable specifications approved or supplied by Buyer and other requirements of Buyer at the time of shipment.
- INSPECTION: (a) All goods (which term throughout these Terms and Conditions of Purchase includes without limitation raw materials, components, intermediate assemblies, tools and finished goods) shall be subject to inspection and test by Buyer and any of its Customers (which term throughout these Terms and Conditions of Purchase shall include, without limitation, any office or agency of the United States government or of the government of any state) to the extent practicable at all times and places, including the period of manufacture and in any event prior to final acceptance by Buyer and any of its Customers. (b) If any inspection or test is made on the premises of Seller or any supplier of Seller, Seller without additional charge shall provide all reasonable facilities and assistance for the safety and convenience of the inspectors in the performance of their duties. (c) Final acceptance or rejection of the goods shall be made as promptly as practical after delivery, except as otherwise provided in this Order, but failure to inspect and accept or reject goods or failure to detect defects by inspection, shall neither relieve Seller from responsibility for such goods as are not in accordance with Buyer’s Purchase’s Order requirements nor impose liabilities on Buyer therefor. (d) Seller shall provide and maintain an inspection and process control system acceptable to Buyer and any of its Customers covering the goods hereunder. Records of all inspection work by Seller shall be kept complete and available to Buyer and its Customers during the fulfillment of the Purchase Order and for such longer periods as may be specified in these Terms and Conditions of Purchase.
- WARRANTIES: Seller warrants that all goods delivered to the Buyer are pursuant to the Buyer’s Purchase Order and will (a) meet applicable specifications approved or supplied by Buyer and other requirements of Buyer, and (b) be transferred to Buyer free and clear of any security interests, lien or encumbrances.
- REJECTIONS: If any of the goods ordered are found at any time to be defective in material or workmanship, or otherwise not in conformity with the warranties given by Seller in Paragraph 5, Buyer, in addition to such other rights and remedies it may have as a matter of law, at its option and sole discretion may: (a) reject and return such goods at Seller's expense or (b) require Seller to inspect the goods and remove and replace non conforming goods with goods that conform to such warranties. If Buyer elects option (b) and Seller fails to promptly make the necessary inspection, removal and replacement, Buyer may inspect and sort the goods, and Seller shall reimburse Buyer for the cost thereof.
- BUYER'S PROPERTY. (a) Except as provided in Paragraph 7(b), unless otherwise agreed in writing, all tools, equipment or material of every description furnished to Seller by Buyer or specially paid for by Buyer, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain the personal property of Buyer. Such property, and whenever practical each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as "Property of [Buyer’s name]" and shall be safely stored separate and apart from Seller’s property. Seller shall not substitute any property for Buyer’s property and shall not use Buyer’s property except in filling the Purchase Orders. The Buyer’s property, while in Seller’s custody or control, shall be held at Sellers risk, shall be kept insured by Seller at Seller’s expense in an amount equal to the replacement cost with loss payable to Buyer and shall be subject to removal at Buyer’s written request, in which event Seller shall prepare such property for shipment and shall redeliver such property to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Seller’s expense. (b) With respect to property furnished to Seller by the U.S. Government, the Government has the right to authorize use of such property on other Government contracts.
- CHANGES: Buyer may at any time, in writing, make changes within the general scope of these Terms and Conditions of Purchase, in any one or more of the following: (a) drawings, designs, or specifications for the goods subject to the Purchase Order; (b) method of shipment or packing; or (c) place of delivery. If any such change causes an increase or decrease in the cost of, or the time required for, fulfillment of the Purchase Order, an equitable adjustment shall be made in the price, and the Purchase Order shall be modified in writing accordingly. Any claim by Seller for adjustment of price under this Paragraph 8 must be asserted within thirty (30) days after the date of receipt by the Seller of the notification of changes; provided, however, that Buyer, if it so chooses, may receive and act upon any such claim asserted at any time prior to final payment for the goods that are subject to the Purchase Order.
- ASSIGNMENT: Assignment or delegation of the Purchase Order or any interest herein without written consent of Purchaser shall be void and without force or effect.
- SET-OFF: Buyer shall be entitled at all times to set off any amount owing at any time by Seller to Buyer or any of its affiliated companies against any amount payable at any time by Buyer for the Purchase Order.
- COMPLIANCE WITH LAWS: Seller agrees to comply with all laws, ordinances and regulations applicable to the Purchase Order. Seller shall also comply with any provisions, representations or agreements, or contract clauses or flow down provisions required to be included or incorporated by reference or operation of law in these Terms and Conditions of Purchase contract dealing with, Equal Employment Opportunity, Employment of Veterans, Employment of the Handicapped, Employment Discrimination Because of Age, Utilization of Disadvantaged Business Enterprises, and the related Acts and Executive Orders as now or hereafter amended or codified. At Buyer’s request, Seller shall (a) provide written certification of Seller’s compliance with the requirements for non segregated facilities set forth in 41 CFR Chapter 60-1.8, (b) provide written identification of any Hazardous Materials contained in goods delivered to Buyer and provide Material Safety Data Sheets (MSDS) for such items, and (c) where applicable, comply with the OSHA Hazard Communication Standard, 29 CFR 1910.1200 (“HAZCOM”). Further, at Buyer’s request, Seller shall certify and guarantee in writing that the goods supplied hereunder are in compliance with applicable sections of the Federal Consumer Product Safety Act (15 U.S.C. Sec. 2051 et seq.), as amended, and the Federal Hazardous Substances Act (15 U.S.C. Sec. 1261 et seq.) as amended. Seller represents that the goods to be furnished in accordance with the Purchase Order were or will be produced in compliance with the requirements of the Fair Labor Standards Act of 1938, as amended, including Section 12(a), and at Buyer’s request, Seller shall insert a certificate to that effect on all invoices submitted in connection with the Purchase Order. Violation of any applicable law, ordinance or regulation by Seller will be cause for immediate termination of the Purchase Order by Buyer. Seller shall indemnify Buyer against any costs, losses, damages and liability incurred by Buyer as a result of Seller’s failure to meet the obligations of this Paragraph 11.
- CONFIDENTIAL INFORMATION: Seller shall keep confidential any technical, process or economic information derived from drawings, specifications and other data furnished by Buyer in connection with the Purchase Order and shall not divulge, directly or indirectly, such information for the benefit of any other party without obtaining Buyer’s prior written consent (or, if applicable, the consent of the U.S. Government). Except as required for fulfillment of the Purchase Order, Seller shall not use such information or make copies or permit copies to be made of such drawings, specifications, or other data without the prior written consent of Buyer or the U.S. Government. If any reproduction is made with prior consent, notice referring to the requirements of the foregoing paragraph shall be provided thereon. Upon fulfillment or termination of the Purchase Order, Seller shall promptly return to Buyer all materials incorporating any such information and any copies thereof, except for one record copy. Any knowledge or information which Seller may disclose to Buyer that in any way relates to the goods covered by the Purchase Order shall not be deemed to be confidential information of Seller and shall be acquired by Buyer free of any restrictions on use or disclosure.
- WORK ON BUYER’S OR ITS CUSTOMER’S PREMISES: If Seller’s work under the order involves operations by Seller on the premises of Buyer or any of its Customers, Seller shall take all necessary precautions to prevent the occurrence of any injury to persons or damage to property during the progress of such work, and Seller shall indemnify Buyer against any claim by any Seller personnel for personal injury occurring on Buyer’s premises. Seller shall maintain Workers’ Compensation insurance required by applicable statutes to protect Seller from all such claims.
- TERMINATION FOR CONVENIENCE: Buyer may terminate all or any part of the Purchase Order at any time, without liability to Seller, by written notice to Seller.
- INDEMNIFICATION. Seller shall indemnify, defend, and hold Buyer harmless from and against any and all damages, judgments, claims, suits, actions, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of (a) Seller’s breach of any of the warranties given in Paragraph 5; (b) any failure by Seller to comply with applicable laws; or (c) any negligent act or omission or willful misconduct of Seller in connection with fulfillment of the Purchase Order.
- LIMITATION OF LIABILITY. EXCEPT FOR LIABILITY ARISING UNDER PARAGRAPH 15, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR (a) INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES OF ANY KIND OR NATURE INCURRED BY THE OTHER PARTY AND ARISING OUT OF OR IN CONNECTION WITH THE PURCHASE ORDER OR ANY GOODS SUPPLIED BY SELLER IN FULFILLMENT THEREOF, WHETHER BASED UPON BREACH OF CONTRACT OR TORT, INCLUDING NEGLIGENCE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (b) ANY DAMAGES OF ANY KIND OR NATURE INCURRED BY THE OTHER PARTY AND ARISING OUT OF OR IN CONNECTION WITH THE PURCHASE ORDER OR ANY GOODS SUPPLIED BY SELLER IN FULFILLMENT THEREOF, WHETHER BASED UPON BREACH OF CONTRACT OR TORT, INCLUDING NEGLIGENCE, IN EXCESS OF THE AMOUNT PAYABLE TO SELLER BY BUYER IN ACCORDANCE WITH THE PURCHASE ORDER.
- ENTIRE AGREEMENT: The Purchase Order and these Terms and Conditions of Purchase, with such documents as are expressly incorporated herein and therein by reference, are intended as a final expression of the agreement between Buyer and Seller with respect to the Purchase Order and are the complete and exclusive statement of the terms of such agreement. No course of prior dealings between the parties and no usage of trade shall be relevant to the interpretation of these Terms and Conditions of Purchase.
- WAIVER: No claim or right arising out of these Terms and Conditions of Purchase can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. The failure of Buyer to enforce at any time or for any period of time any of these Terms and Conditions of Purchase shall not be construed to be a waiver of such provisions or of the right of Buyer thereafter to enforce each and every such provision.
- PATENTS: Seller shall defend any suit or proceeding brought against Buyer or any of its Customers that is based on a claim that any article or apparatus, or any part thereof constituting goods furnished under the Purchase Order constitutes an infringement of any patent, and Seller shall pay all damages and costs awarded therein. In case use of said article, apparatus, part, device or process is enjoined, Seller shall, at its own expense and at its option, either procure for Buyer the right to continue using said article or apparatus, part or device; or replace same with a non infringing equivalent; or remove said article or apparatus and refund the purchase thereof.
- PUBLICATIONS: The Seller agrees that no acknowledgment or other information concerning the Purchase Order and the goods or services provided hereunder will be made public by the Seller without Buyer’s prior written consent.
- TRANSPORTATION: Unless otherwise stipulated on the face of this order, goods covered by this order shall be shipped "FOB" Destination; title to and risk of loss for such goods shall pass to Buyer upon delivery of the goods to the address specified in the Purchase Order.
- GOVERNING LAW AND LANGUAGE: These Terms and Conditions of Purchase shall be interpreted, governed and enforced in accordance with the laws of State of Florida USA, excluding that body of law known as conflicts of laws and further excluding the United Nations Convention on Contracts for the International Sale of Goods.