Vendor General Terms and Conditions

These general terms and conditions (the “Terms”) are incorporated into the purchase order to which the Terms are attached and together constitute the entire agreement (the “Agreement”) between you (the “Vendor”) and Perlite.com, LLC (the “Buyer”), individually each a “Party” and together the “Parties.”  Any conflicting general term or condition on the part of Vendor shall be deemed superseded and replaced by the foregoing as a condition of purchase.  Any additional or subsequent term or condition of Vendor shall not be binding on Buyer, and all such conditions are hereby expressly rejected, unless specifically agreed to in a writing signed by an officer of Buyer.

  1. Scope of Agreement. 
    These General Terms and Conditions (“Terms”) govern the supply of goods and services (“Products”) by the Vendor (“Vendor”) to Perlite.com LLC (“Buyer”). These Terms, together with any purchase orders or agreements entered into by the parties, constitute the entire agreement between the Vendor and the Buyer.
  2. Product Quality and Specifications
    Vendor guarantees that all Products delivered to Buyer shall meet the specifications, quality standards, and descriptions provided by Buyer. Any deviations from the specifications or quality standards require written approval from Buyer before shipment.
  3. Production and Delivery
    Vendor shall produce and deliver the Products in accordance with the agreed-upon schedule. Time is of the essence. If Vendor anticipates a delay, it must notify Buyer immediately. Buyer reserves the right to cancel any orders not delivered on time without liability to Vendor.
  4. Transfer of Title and Risk of Loss
    Title to the Products shall pass to Buyer upon delivery to the agreed-upon delivery point. The risk of loss or damage to the Products remains with Vendor until Buyer takes possession.
  5. Inspection and Acceptance
    Buyer shall have a reasonable period to inspect the Products after delivery. If the Products do not conform to the agreed-upon specifications, Buyer may reject them and require prompt replacement or refund, at Buyer’s discretion. Rejected Products will be returned at Vendor’s expense.
  6. Invoicing and Payment Terms
    Vendor shall issue invoices to Buyer upon shipment of the Products. Payment terms shall be net thirty (30) days from the date of Buyer’s receipt of a correct and undisputed invoice. Buyer reserves the right to offset any amounts due to Buyer from Vendor against any amounts owed by Buyer to Vendor.
  7. Compliance with Laws and Regulations
    Vendor represents and warrants that it will comply with all applicable laws, regulations, and industry standards in the manufacture, sale, and delivery of the Products.
  8. Warranties and Indemnities
    Vendor warrants that the Products are free from defects in materials and workmanship and conform to the agreed-upon specifications. Vendor agrees to indemnify, defend, and hold harmless Buyer from any claims, damages, or liabilities arising from or related to the Products provided by Vendor.
  9. Limitation of Liability
    In no event shall Buyer be liable to Vendor for any indirect, incidental, consequential, or punitive damages arising out of or related to these Terms or the supply of Products. Buyer’s liability for any claim arising out of these Terms shall not exceed the purchase price of the Products giving rise to the claim.
  10. Confidentiality
    Vendor agrees to keep confidential any information received from Buyer that is designated as confidential or that a reasonable person would understand to be confidential. This obligation survives the termination of any agreement between Vendor and Buyer.
  11. Termination
    Buyer may terminate any purchase order or agreement with Vendor at any time for convenience, upon written notice to Vendor. In the event of such termination, Vendor shall cease all work and deliver to Buyer any completed or partially completed Products, and Buyer shall pay Vendor for Products delivered and accepted.
  12. Governing Law and Dispute Resolution
    These Terms and any disputes arising out of or related to them shall be governed by the laws of the State of Oregon, without regard to its conflict of laws principles. Any disputes shall be resolved through good faith negotiations, and if necessary, through binding arbitration in Oregon.
  13. Force Majeure
    Neither party shall be liable for any delay or failure to perform its obligations under these Terms due to events beyond its reasonable control, including but not limited to natural disasters, acts of government, labor disputes, or supply chain disruptions.