Procurement Terms and Conditions

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These Procurement Terms and Conditions (“Terms”) are entered into by and between Esmil Corp., a company registered in the USA, with its principal place of business at Akron, OH, and [Supplier’s Company Name], a company registered in [Supplier’s State], with its principal place of business at [Supplier’s Address] (“Supplier”). Collectively referred to as the “Parties.”

1. Definitions

  1. Goods and Services: Refers to the products, materials, equipment, and services that Supplier agrees to provide to Company as specified in a Purchase Order.
  2. Purchase Order (PO): The official document issued by the Company to request the purchase of Goods and Services.

2. Purchase Orders

  1. Company shall issue Purchase Orders specifying the Goods and Services required, quantity, price, delivery dates, and any other relevant terms. Supplier agrees to promptly acknowledge and fulfill Purchase Orders.

3. Pricing and Payment

  1. Prices for Goods and Services shall be as specified in the Purchase Order.
  2. Payment terms shall be as specified in the Purchase Order. Unless otherwise agreed upon, payment shall be made within [number] days from the date of invoice.

4. Delivery

  1. Supplier shall deliver Goods and Services in accordance with the delivery schedule specified in the Purchase Order. Any delays or changes must be promptly communicated to the Company.
  2. Risk of loss or damage to Goods shall pass to Company upon delivery.

5. Quality Assurance

  1. Supplier warrants that all Goods and Services provided shall meet the agreed-upon specifications, be free from defects in material and workmanship, and comply with all applicable laws and industry standards.

6. Inspection and Acceptance

  1. Company reserves the right to inspect and test Goods and Services upon receipt. Non-conforming or defective items may be rejected, and Supplier shall replace or rectify them promptly at no additional cost.

7. Warranty

  1. Supplier provides a warranty for its Goods and Services, as specified in the Purchase Order.

8. Indemnification

  1. Supplier shall indemnify and hold Company harmless from any claims, losses, damages, or liabilities arising out of Supplier’s breach of these Terms, defective Goods, or Services, or any third-party claims related to the Goods and Services.

9. Termination

  1. Either party may terminate a Purchase Order or these Terms in accordance with the termination clause specified in the Purchase Order or for cause upon written notice if the other party materially breaches its obligations.

10. Confidentiality

  1. Both Parties agree to keep any confidential information received during the procurement process confidential and not to disclose it to third parties.

11. Governing Law and Jurisdiction

  1. These Terms shall be governed by and construed in accordance with the laws of the state of Ohio, and any disputes shall be resolved in the courts of the USA.

12. Entire Agreement

  1. These Terms constitute the entire agreement between the Parties and supersede all prior agreements, oral or written.

By accepting a Purchase Order or providing Goods and Services, Supplier agrees to abide by these Terms. Any additional or conflicting terms proposed by Supplier shall not be binding unless expressly agreed to in writing by both Parties.

Contact Form

For further information or enquiries, please complete the contact form or e-mail Esmil direct at