Last Updated: June 16, 2026
These Terms and Conditions apply to and govern every purchase order ("PO" or "Order") issued by the Adaria entity named on the face of the PO (the "Buyer") to a supplier, vendor, or service provider (the "Seller"). By accepting a PO, whether through acknowledgment, delivery of goods, or performance of services, Seller agrees to be bound by these Terms.
This PO, together with these Terms and any referenced supply agreement, constitutes the entire agreement between Buyer and Seller for the goods or services described (collectively, the "Order"). Buyer's acceptance is limited to these Terms. Any additional or conflicting terms in Seller's quote, acknowledgment, invoice, or other documentation are rejected and have no force or effect unless expressly and separately agreed to in writing by an authorized Buyer representative. Buyer's failure to object to such documents does not waive these Terms. No amendment, deletion, or other change to the Order is binding on Buyer unless approved in writing by Buyer.
Prices are firm and not subject to adjustment unless approved in writing by Buyer. Seller warrants that prices charged are as low as those given to any other customer for goods or services of like grade, quality, and quantity, and agrees that any subsequent price reduction prior to payment will apply retroactively to this Order. Unless otherwise stated, prices include all applicable costs: taxes and duties, labor, transportation, packing and packaging, design and engineering, and any tooling or fixtures required to fulfill the Order.
Seller shall deliver goods or perform services strictly in accordance with the specifications, drawings, and performance criteria furnished by or agreed with Buyer, without variation, unless authorized in writing. Buyer may unilaterally change specifications, packing, delivery schedule, place of delivery, or quantity by written notice; Seller shall continue to perform diligently and may request an equitable price or schedule adjustment in writing within 10 business days of the change, failing which any such claim is waived.
If Seller fails to perform any delivery or service when due, or Buyer in good faith has reason to question Seller's ability or intent to perform, Buyer may demand adequate assurance of performance, including a performance bond or letter of credit. Failure to provide such assurance within 10 business days of demand constitutes a default entitling Buyer to terminate for cause.
Time is of the essence. Delivery is not complete until goods are actually received and accepted by Buyer; risk of loss remains with Seller until that point, and Seller bears risk of loss on any rejected goods until redelivered to Buyer. Any goods paid for by Buyer but not yet delivered ("paid stock") must be physically segregated from Seller's own inventory, clearly marked as Buyer's property, and insured by Seller against loss or damage while in Seller's custody; Seller may not sell, pledge, or encumber paid stock and shall indemnify Buyer against any third-party claim against it.
All goods and services are subject to inspection and rejection by Buyer at any time, including during manufacture or performance, notwithstanding prior payment or inspection. Buyer may require Seller, at Seller's expense, to repair, replace, re-perform, or refund any rejected goods or services. Acceptance of one delivery or installment does not waive Buyer's right to reject any other.
Seller warrants that all goods and services will: (a) conform to the specifications, drawings, descriptions, and samples provided; (b) be free from defects in material, workmanship, and design; (c) be merchantable and fit for Buyer's intended purpose as made known to Seller; (d) comply with all applicable federal, provincial, state, and local laws, regulations, and licensing requirements; (e) be free and clear of all liens and encumbrances on transfer of title; and (f) not infringe any patent, trademark, copyright, trade secret, or other proprietary right of any third party. These warranties survive delivery, inspection, acceptance, payment, and termination or expiration of the Order, and inure to Buyer's benefit and that of its customers and successors.
Seller shall, at its own expense, defend, indemnify, and hold harmless Buyer and its affiliates, officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising from or related to: (a) Seller's breach of the Order; (b) any actual or alleged defect in goods or services; (c) Seller's negligence or willful misconduct, including that of its employees and subcontractors; (d) any breach of warranty; or (e) any actual or alleged infringement of intellectual property rights arising from the goods or services as supplied by Seller. This obligation survives termination or expiration of the Order.
Any designs, goods, or services created or developed by Seller specifically for Buyer under the Order, including all related copyright, trademark, and patent rights, vest in and are assigned to Buyer. Seller shall not assert any proprietary interest in materials furnished by Buyer, and shall not use such materials for any purpose other than performance of the Order. Where Seller incorporates pre-existing intellectual property into the goods or services, Seller grants Buyer a non-exclusive, royalty-free, perpetual license to use it as part of the deliverable. Seller shall execute any instruments reasonably required by Buyer to perfect these rights.
The Order and all related information are confidential. Seller shall not disclose any data, designs, pricing, or other non-public information belonging to or derived from Buyer, except as required to perform the Order, and shall return or securely destroy such information upon completion or at Buyer's request. Seller shall not advertise, publicize, or otherwise disclose that it has contracted with Buyer, and shall not use Buyer's name, logo, or trademarks without Buyer's prior written consent. Seller shall not sell, distribute, or otherwise dispose of any goods bearing Buyer's name, logo, or marks to any party other than Buyer, even if rejected as nonconforming.
Any tooling, materials, or equipment furnished or paid for by Buyer and provided to Seller in connection with the Order is held by Seller on consignment, may not be used for any other purpose or moved to a third party's premises without Buyer's written consent, and must be returned to Buyer on request. Seller is responsible for and shall indemnify Buyer for any loss or damage to such property while in Seller's possession (normal wear and tear excepted) and shall insure it at full replacement value with Buyer named as additional insured.
Seller shall maintain, at its own expense, for the duration of the Order: commercial general liability insurance; commercial automobile liability insurance; workers' compensation insurance (or provincial/state equivalent) and employers' liability insurance; professional liability insurance if the engagement involves professional services; and cyber/network security insurance if the engagement involves access to Buyer's systems or data, each in commercially reasonable amounts appropriate to the scope of the Order. Buyer and its affiliates shall be named as additional insureds on the general and automobile liability policies. Seller and its insurers waive subrogation against Buyer. Certificates shall be provided on request and shall require at least 30 days' notice of cancellation. Seller's insurance is primary and non-contributory with any insurance maintained by Buyer.
Unless otherwise stated on the PO, invoices are paid net 30 days after Buyer's receipt and acceptance of conforming goods or services and a correct invoice. Buyer may withhold payment for nonconforming goods or services and may set off any amount owed by Seller, under this or any other Order, against amounts payable to Seller. Buyer is responsible for applicable sales, use, and value-added taxes properly invoiced in accordance with law; Seller is responsible for all taxes on its own income and operations. If Seller is a non-resident for tax purposes, Buyer may be required to withhold and remit amounts to the applicable tax authority, and Seller acknowledges this does not constitute a breach of the Order.
Buyer may terminate the Order, in whole or in part, for convenience on written notice, in which case Buyer's sole liability is payment for conforming goods delivered or services properly performed prior to termination; any further claim by Seller must be made in writing within 10 business days of termination or is waived. Buyer may terminate immediately for cause if Seller defaults, fails to pay its subcontractors or suppliers, becomes insolvent, has a receiver or trustee appointed, or undergoes a change of control affecting more than 10% of its ownership without Buyer's consent; in such case Seller is entitled to no further claim, and Buyer may procure replacement goods or services elsewhere and recover any excess cost from Seller.
Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, war, terrorism, pandemic, labor disputes, or governmental action, provided the affected party promptly notifies the other and uses reasonable efforts to mitigate. Buyer may, at its option, terminate the affected portion of the Order without liability to either party, or require Seller to apportion available capacity to Buyer proportionate to Buyer's normal share of Seller's production.
Seller shall comply with all applicable laws in the performance of the Order, including those relating to employment standards, health and safety, anti-corruption, export control, data protection, and food safety where applicable. At a minimum, Seller shall not use forced, bonded, or child labor; shall comply with applicable laws on freedom of association, non-discrimination, wages, hours, and workplace safety; and shall be able to demonstrate such compliance to Buyer on request. Buyer may terminate the Order if Seller cannot demonstrate compliance with this section.
Buyer's authorized representatives may, on reasonable notice and until three years after final payment under the Order, access and examine Seller's books, records, and place of business as reasonably necessary to verify compliance with the Order.
Seller is an independent contractor and has no authority to bind Buyer to any third party. Seller may not assign, subcontract, or transfer the Order, in whole or in part, without Buyer's prior written consent; Seller remains fully liable for the acts of any permitted subcontractor. Buyer may assign the Order to any affiliate or successor entity without Seller's consent.
Except for Seller's indemnification obligations, breach of confidentiality, or willful misconduct, neither party is liable to the other for indirect, incidental, special, or consequential damages arising from the Order, even if advised of the possibility of such damages.
The Order is governed by the laws of the province, state, or jurisdiction in which the issuing Adaria entity is organized, without regard to conflict-of-laws principles, as specified on the face of the PO or in the applicable supply agreement. The parties shall first attempt to resolve any dispute through good-faith negotiation, failing which the dispute is subject to the exclusive jurisdiction of the courts of that jurisdiction.
No waiver of any right under the Order is valid unless in writing and signed by an authorized Buyer representative, and a waiver on one occasion does not apply to any future occasion.
Notices must be in writing and delivered to the addresses specified in the PO or otherwise designated by the parties in writing, and are deemed received on the date of email delivery or the third business day following mailing.
Provisions relating to confidentiality, indemnification, intellectual property, warranties, insurance, and limitation of liability survive completion, expiration, or termination of the Order.
If any provision is held invalid or unenforceable, the remainder continues in full force and effect, with the invalid provision replaced by one that most closely reflects the original intent. Section captions are for convenience only and do not affect interpretation.
It is the express intent of the parties that this Order be drawn up in English. Les parties ont expressément exigé que la présente commande soit rédigée en anglais.
