Purchase Order Terms & Conditions

These Purchase Order Terms and Conditions govern purchase orders issued by Dune Gateway Export LLC ("Dune Gateway", "we", "us", "our" or the "Buyer") to a supplier of goods or services (the "Supplier"). Together with the purchase order they are attached to, they form the "Order".

They apply to every Order unless we have signed a separate supply agreement with you that says otherwise. Where these terms conflict with the body of a purchase order or with a signed supply agreement, the purchase order and the signed agreement prevail in that order of precedence.

Terms printed on a Supplier acknowledgement, invoice, delivery note or website do not form part of the Order and are not accepted by our acceptance of goods or by payment.

A purchase order is an offer. A contract is formed when the Supplier confirms the Order in writing, or when the Supplier begins performance against it, whichever happens first.

Until an Order is confirmed, quoted pricing, availability and lead times are indicative only. Amendments after confirmation are effective only when agreed in writing by both parties, and we will state any resulting change to price or lead time before the amendment takes effect.

The written specification agreed before the Order is confirmed is the sole standard against which the goods are assessed. Catalogue descriptions, images and marketing material are indicative and do not form part of the specification unless the Order expressly incorporates them.

Where the product category or the destination market warrants it, we may request samples for approval before production or purchase. An approved sample becomes part of the specification for that Order.

Where no written specification exists, the goods must be of satisfactory quality, fit for the purpose made known to the Supplier, and free from defects in materials and workmanship.

The price is the amount stated on the Order. It is fixed for the duration of the Order and is not subject to surcharge unless we have agreed the surcharge in writing in advance.

• Every Order names the Incoterms® 2020 rule under which it is placed and what that rule includes
• The currency, and the basis of any conversion, is stated on the Order
• Packing, palletisation and handling are included in the price unless the Order states otherwise
• Duties, taxes and destination charges fall as the stated Incoterm allocates them

Prices quoted under different Incoterms rules are not directly comparable. Where a Supplier quotes on a different basis to the one requested, the quotation must say so on its face.

Delivery, the passing of risk, and the allocation of transport and insurance obligations are determined by the Incoterms® 2020 rule stated on the Order.

Delivery dates are material. Where a confirmed date is at risk, the Supplier must notify us at the point it becomes aware, not at the point the date is missed, and must state the revised date and the reason.

Title passes on delivery in accordance with the applicable Incoterm, or on payment in full, whichever occurs later. Partial delivery is accepted only where we have agreed to it in writing.

Goods are received subject to our rights of inspection, testing and rejection. Signing for a delivery acknowledges receipt of a consignment only. It is not acceptance of the goods, not acceptance of any different terms, and not an acknowledgement of condition.

We may verify quantity, labelling, packing and conformity at origin before dispatch, and the Supplier will provide reasonable access for that purpose. Verification at origin is a check against the agreed specification. It does not transfer responsibility for regulatory approval in the destination market, and it does not limit our rights on arrival.

Non-conforming goods may be rejected within the period stated on the Order. Where goods are rejected, the Supplier will at our option replace them, correct them, or refund the price paid, and will bear the reasonable costs arising from the non-conformity. Goods will not be returned or disposed of before the Supplier has had a reasonable opportunity to inspect them.

The Supplier warrants that it has the right to sell the goods and that they are free from any undisclosed charge or encumbrance.

The Supplier further warrants that the goods conform to the agreed specification, are new unless the Order states otherwise, and comply with the laws and regulations applicable in the country of manufacture and in any destination market identified in the Order.

The warranty period is the period stated on the Order. Where the Order is silent, the warranty runs for the period customary for the product category. Manufacturer warranties, where they exist, pass through on the manufacturer’s own terms; the Supplier does not thereby limit the warranties given above.

Warranties survive inspection, delivery, resale and payment.

Suppliers are qualified against a written framework before any client requirement is placed with them, and remain subject to ongoing performance review.

• Production or supply capacity assessed against the Order volume
• Compliance and certification history reviewed and held on file
• Documentation quality and past-delivery consistency verified
• Prompt written notice of any change of ownership, production site or subcontractor that affects an open Order

The Supplier will maintain records sufficient to evidence compliance with the Order and will make them available on reasonable request.

Orders are subject to United States export control law, applicable sanctions regimes, and the import requirements of the destination market. We screen the parties, the goods, the destination and the stated end use before confirming an Order.

The Supplier warrants that it is not a restricted or sanctioned party, that it will comply with all applicable trade-control, customs, product-safety and labelling laws, and that the goods will not be re-exported, diverted or used in breach of those controls.

We may decline, suspend or cancel an Order at any point where screening raises a concern, and we are not liable for loss arising from a decision made on compliance grounds.

The Supplier warrants that it, and every contractor and agent it uses in performing the Order, produces goods without the use of forced labour, indentured labour, human trafficking or unlawful child labour, and complies with the employment and workplace-safety laws of every country in which it operates.

We may ask the Supplier to evidence that warranty, including through audit by us or by a third party acting on our behalf. A breach entitles us to cancel any open Order and to end the relationship, without liability.

The Supplier will maintain insurance appropriate to the goods and services supplied and to the risks the Order carries, with reputable insurers, for the duration of the Order and for a reasonable period afterwards.

Where the Order specifies cover types or minimum limits, those apply. Evidence of cover will be provided on request, and the Supplier will notify us of any cancellation or material reduction that affects an open Order.

Payment terms are those stated on the Order. Invoices must reference the purchase order number and itemise the goods delivered; an invoice that cannot be reconciled to an Order may be returned unpaid.

Payment is not acceptance of the goods, and we may set off against any sum owing an amount properly due to us under the same or another Order.

Banking details are those confirmed on our documentation. We will never notify a change of banking details by email alone. If you receive amended payment instructions purporting to come from us, verify them by telephone using a number you already hold before remitting.

We may cancel all or part of an Order before delivery. Where production, allocation or purchase has genuinely begun, we will pay the Supplier’s reasonable, evidenced costs incurred to the date of cancellation, and the Supplier will take reasonable steps to mitigate them.

We may cancel an Order without liability where the Supplier fails to deliver by a confirmed date, supplies non-conforming goods and does not remedy them within a reasonable period, or breaches the compliance or responsible-sourcing clauses above.

Neither party is liable for failure or delay caused by an event beyond its reasonable control, including port congestion, carrier failure, natural events, industrial action, or governmental or regulatory action. The affected party will give prompt written notice, and where the event continues for a prolonged period either party may cancel the affected Order without further liability.

Pricing, specifications, customer identities and commercial terms exchanged in the course of an Order are confidential. Neither party will disclose them except where necessary to perform the Order, or where required by law or a competent authority.

Designs, drawings, specifications and artwork we supply remain ours. The Supplier may use them only to perform the Order, will not disclose them to a third party without our written consent, and will return or destroy them on request.

The Supplier warrants that the goods do not infringe the intellectual property rights of any third party, and will indemnify us against claims arising from an alleged infringement in the goods as supplied.

The Supplier will indemnify us against loss, damage and reasonable costs arising from its breach of the Order, from defective goods, or from its negligence.

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited.

Subject to the paragraph above, and except in respect of the indemnities given in these terms, each party’s total liability arising in connection with an Order is limited to the price payable under that Order, and neither party is liable for loss of profit, loss of contract, loss of anticipated saving, or indirect or consequential loss.

The Supplier may not assign or transfer an Order, or subcontract performance of it, without our prior written consent. Consent does not release the Supplier from its obligations, and it remains responsible for the acts and omissions of any subcontractor as if they were its own.

We may assign or transfer an Order to a group company or to a successor in business on written notice.

The Supplier will comply with all applicable anti-bribery and anti-corruption laws, and will not offer or accept any payment, gift, hospitality or other advantage intended to improperly influence a decision connected with an Order.

Neither party will offer employment or any other benefit to the other’s personnel as an inducement in connection with an Order. A breach of this clause entitles the non-breaching party to cancel any open Order without liability.

Orders, and any dispute arising in connection with them, are governed by the laws of the State of New Jersey and the applicable federal law of the United States, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties submit to the exclusive jurisdiction of the state and federal courts sitting in New Jersey, and will attempt in good faith to resolve any dispute by negotiation between senior representatives before commencing proceedings.

If any provision of these terms is held unenforceable, the remaining provisions continue in full force. A failure to enforce a provision is not a waiver of it or of any other provision.

The Order, together with any written specification and any signed supply agreement, is the entire agreement between the parties on its subject matter. Notices must be given in writing to the contact stated on the Order.

Nothing in the Order creates a partnership, joint venture or agency between the parties, and neither party may hold itself out as having authority to bind the other.

Questions about these Purchase Order Terms and Conditions, or about how they apply to a specific Order, should be directed to:

• Dune Gateway Export LLC
• 4301 Route 1, Suite 220, Monmouth Junction, NJ 08852, United States
• admin@dunegatewayexportllc.com