Purchase Order (PO) Template

1. Order Header and Parties

This Purchase Order ("PO") number [PO_NUMBER] is issued on [ORDER_DATE] by [BUYER_COMPANY_NAME], a company incorporated in [BUYER_JURISDICTION] with its principal place of business at [BUYER_ADDRESS], registered number [BUYER_REGISTRATION_NUMBER] and tax/VAT identifier [BUYER_TAX_ID] (the "Buyer"), to [SUPPLIER_COMPANY_NAME], a company incorporated in [SUPPLIER_JURISDICTION] with its principal place of business at [SUPPLIER_ADDRESS], registered number [SUPPLIER_REGISTRATION_NUMBER] and tax/VAT identifier [SUPPLIER_TAX_ID] (the "Supplier"). The Buyer and the Supplier are each a "Party" and together the "Parties".

This PO is the Buyer's formal offer to purchase the goods and/or services described in Section 4 on the terms and conditions set out in this document. The Supplier accepts this offer by (a) signing and returning this PO, (b) acknowledging the PO electronically, or (c) commencing performance of the order. By any such acceptance the Supplier confirms that the terms and conditions of this PO prevail over any conflicting or additional terms contained in the Supplier's quotation, sales acknowledgement, invoice or website. No variation of this PO is effective unless agreed in writing by an authorised representative of each Party.

The Buyer's authorised contact for this PO is [BUYER_CONTACT_NAME], [BUYER_CONTACT_TITLE], email [BUYER_CONTACT_EMAIL], telephone [BUYER_CONTACT_PHONE]. The Supplier's authorised contact is [SUPPLIER_CONTACT_NAME], [SUPPLIER_CONTACT_TITLE], email [SUPPLIER_CONTACT_EMAIL], telephone [SUPPLIER_CONTACT_PHONE]. Any reference under an existing master agreement, framework, or call-off contract is: [MASTER_AGREEMENT_REFERENCE].

2. Bill-To Address and Invoicing Instructions

Invoices must be addressed to the Buyer's accounts payable function at: [BILL_TO_NAME], [BILL_TO_ADDRESS], [BILL_TO_EMAIL]. Each invoice must clearly reference (a) this PO number, (b) the line item number, (c) the goods receipt or service report reference where applicable, (d) the currency, (e) tax breakdown, and (f) the Supplier's bank details. Invoices that do not include this information may be returned unpaid and will not begin the payment clock until correctly resubmitted.

The Supplier may submit only one invoice per delivery or milestone unless otherwise agreed. Invoices may be submitted by email to [BILL_TO_EMAIL] or through the Buyer's e-invoicing portal at [EINVOICE_PORTAL_URL]. Paper invoices are accepted only by exception and must be agreed in advance.

3. Ship-To Address and Delivery Information

Goods must be delivered to: [SHIP_TO_NAME], attention [SHIP_TO_CONTACT], [SHIP_TO_ADDRESS], during the receiving hours of [SHIP_TO_HOURS]. Services must be performed at or from: [SERVICE_LOCATION]. The required delivery or service-commencement date is [DELIVERY_DATE], and the required completion date is [COMPLETION_DATE]. Time is of the essence for delivery. The Supplier shall notify the Buyer in writing as soon as it becomes aware of any actual or anticipated delay, with the revised delivery date and the cause.

Each delivery must be accompanied by a packing list quoting the PO number, line item, quantity, country of origin, HS/commodity code (where applicable), batch or serial numbers, and dangerous-goods classification (where applicable). Partial deliveries are not accepted unless authorised in writing by the Buyer.

4. Item Details

The Supplier shall supply the following goods and/or services on the terms of this PO:

(a) Line 1 — Item: [ITEM_DESCRIPTION_1]; Specification or part number: [ITEM_SPEC_1]; Quantity: [QUANTITY_1] [UNIT_OF_MEASURE_1]; Unit price: [UNIT_PRICE_1] [CURRENCY]; Line total: [LINE_TOTAL_1] [CURRENCY]; Required date: [DELIVERY_DATE].

(b) Add additional lines as required, using the same column structure (Item description, Specification/part number, Quantity, Unit of measure, Unit price, Line total, Required date).

Subtotal, Discount, Freight (where charged separately), Tax (see Section 5), and Total PO value shall be shown at the foot of the item table.

5. Pricing, Currency and Tax

All prices are fixed and stated exclusive of applicable taxes unless expressly noted as tax-inclusive. The contract currency is [CURRENCY]. Where the Supplier invoices in a currency other than the contract currency, the exchange rate applied shall be the European Central Bank reference rate (or other agreed reference source) on the invoice date, and any FX gain or loss is for the Supplier's account.

The Supplier is responsible for correctly applying VAT, GST, sales tax, use tax or equivalent indirect taxes and for issuing tax-compliant invoices in the jurisdiction of supply. Where the transaction is subject to reverse charge or zero-rating, the Supplier shall include the appropriate legal reference on the invoice. The Buyer shall pay the gross invoiced amount but reserves the right to withhold any tax it is required by law to withhold (e.g., withholding tax on cross-border services) and to provide the Supplier with the relevant tax receipt or certificate.

The price includes all costs of packaging, marking, labelling, handling, loading, export documentation and any other costs allocated to the Supplier under the agreed Incoterm in Section 6, unless expressly itemised in Section 4.

6. Shipping Terms (Incoterms 2020)

The agreed delivery term is Incoterms 2020 [INCOTERM_CODE] [NAMED_PLACE] (for example, "FCA Buyer's warehouse, 123 Main Street, Toronto" or "DAP [SHIP_TO_ADDRESS]"). Where this PO is silent, the default delivery term shall be DAP at the Ship-To address in Section 3, Incoterms 2020. The named place must be stated with sufficient precision to identify the point at which risk and cost transfer between the Parties.

Risk of loss or damage to goods passes from the Supplier to the Buyer at the point and time defined by the agreed Incoterm. Title to goods passes to the Buyer on the earlier of (a) delivery at the agreed named place, or (b) payment by the Buyer, in each case free of any liens, encumbrances or third-party claims. The Supplier is responsible, at its cost, for all packaging suitable for the agreed mode of transport, all export documentation it is required to provide under the agreed Incoterm, and compliance with all applicable export-control and sanctions rules.

7. Payment Terms

Payment terms are [PAYMENT_TERMS] (for example, "net 30 days from receipt of a correct invoice"). The payment clock starts on the date the Buyer receives an invoice that complies with Section 2 and the goods or services have been accepted in accordance with Section 8. Payment shall be made by electronic transfer to the bank account stated by the Supplier in writing on its invoice or by separate signed letter on the Supplier's letterhead. The Buyer is not obliged to act on bank-detail changes communicated by email alone; the Supplier shall verify any such change by telephone to its known contact at the Buyer.

Where applicable, an early-payment discount may apply if payment is made within an agreed shorter period. The Buyer may set off, against any sum due to the Supplier, any sum owed by the Supplier to the Buyer or its affiliates under this or any other contract. Disputed amounts may be withheld pending resolution, but the Buyer shall pay any undisputed portion within the standard payment term.

8. Acceptance and Inspection

All goods and services supplied under this PO are subject to inspection and test by the Buyer at all reasonable times and places, including during manufacture, on delivery, and after delivery during the acceptance period. The Buyer shall have [INSPECTION_DAYS] business days after delivery (or after completion of a service milestone) to inspect the goods or services and to notify the Supplier in writing of any non-conformity, defect, shortage or damage ("Acceptance Period").

Goods or services shall be deemed accepted only if (a) they conform in all material respects to the specifications, drawings, samples and other requirements of this PO; (b) the Buyer has not given written notice of rejection within the Acceptance Period; and (c) acceptance has not otherwise been revoked. Payment of an invoice, signing of a delivery note, or use of goods for inspection or testing does not constitute acceptance. The Buyer's failure to inspect, or failure to discover defects on inspection, does not relieve the Supplier of liability for non-conforming goods or services and does not waive any of the Buyer's remedies.

If the Buyer rejects goods or services, the Supplier shall at the Buyer's option (i) repair or replace the non-conforming goods or re-perform the services at the Supplier's cost (including transport, duties and insurance) within a reasonable period set by the Buyer; (ii) refund the price; or (iii) allow the Buyer to procure substitute goods or services from a third party and recover the difference in cost from the Supplier. Rejected goods are held at the Supplier's risk and cost. Latent defects discovered after the Acceptance Period remain the Supplier's responsibility for the duration of any applicable warranty.

9. Cancellation and Modification

The Buyer may cancel this PO in whole or in part at any time before delivery for convenience by giving written notice to the Supplier. On cancellation for convenience, the Buyer shall pay (a) the price of any goods or services already delivered and accepted, and (b) the Supplier's reasonable, documented, unavoidable costs directly attributable to work-in-progress on the cancelled portion, capped at the cancelled order value. The Supplier shall mitigate such costs in good faith.

The Buyer may also cancel this PO immediately on written notice and without further liability if the Supplier (i) fails to deliver by the required date and does not cure within [CURE_PERIOD_DAYS] days of written notice; (ii) commits a material breach that is incapable of cure or is not cured within [CURE_PERIOD_DAYS] days; (iii) becomes insolvent, bankrupt or subject to similar proceedings; (iv) undergoes a change of control to a competitor of the Buyer or to a sanctioned party; or (v) breaches Sections 10 or 12. Cancellation does not affect rights that have already accrued.

No modification, addition or waiver of any term of this PO is binding unless in writing and signed by an authorised representative of each Party. Verbal instructions, including from site personnel, do not modify this PO.

10. Warranties, Compliance and Indemnity

The Supplier warrants that for a period of [WARRANTY_PERIOD] from acceptance the goods will (a) conform to the agreed specifications, drawings and samples; (b) be new (unless the PO expressly states otherwise), of merchantable quality, fit for the purpose made known to the Supplier, and free from defects in design (to the extent designed by the Supplier), materials and workmanship; (c) be free of liens and encumbrances; and (d) not infringe any third-party intellectual property right. Services will be performed in a professional and workmanlike manner by suitably qualified personnel, in accordance with applicable industry standards.

The Supplier warrants that it complies, and that the goods and services comply, with all applicable laws and regulations including health and safety, product safety, environmental, export control, sanctions, anti-bribery and corruption (including the US Foreign Corrupt Practices Act and the UK Bribery Act 2010), modern slavery, and data protection (including the EU/UK GDPR and PIPEDA where applicable). The Supplier shall maintain reasonable records to evidence compliance and shall, on the Buyer's reasonable request, provide certificates of conformity, country-of-origin declarations and any other documentation needed for customs, regulatory or audit purposes.

The Supplier shall defend, indemnify and hold harmless the Buyer, its affiliates, and their respective directors, officers and employees from and against any third-party claim, loss, damage, liability, fine, penalty and reasonable cost (including legal fees) arising from (i) breach of the warranties above, (ii) any defect in or non-compliance of the goods or services, (iii) any infringement of intellectual property by the goods or services as supplied, (iv) any personal injury, death or property damage caused by the goods or services, and (v) the Supplier's breach of laws referred to in this Section.

11. Confidentiality and Data Protection

Each Party shall keep confidential the other Party's non-public information disclosed in connection with this PO and shall use it only to perform this PO. This obligation does not apply to information that is or becomes public through no fault of the receiving Party, was already known to it without restriction, is independently developed without use of the disclosing Party's information, or is required to be disclosed by law or court order (subject to prompt notice to the disclosing Party where lawful).

Where the Supplier processes personal data on the Buyer's behalf in performing this PO, the Parties shall enter into a separate data processing agreement consistent with applicable data protection law (including GDPR Article 28 or PIPEDA equivalents). The Supplier shall implement appropriate technical and organisational measures, shall not engage sub-processors without the Buyer's prior written consent, and shall notify the Buyer of any personal data breach without undue delay and in any event within 48 hours of becoming aware.

12. Order of Precedence, Governing Law and Miscellaneous

In the event of conflict between documents forming part of this order, the order of precedence is: (1) any signed master agreement or framework between the Parties referenced in Section 1; (2) the face of this PO and these terms and conditions; (3) the Buyer's specifications, drawings or statement of work attached to this PO; and (4) the Supplier's quotation. The Supplier's standard terms and conditions and any "shrink-wrap" or "click-through" terms are expressly excluded.

This PO is governed by the laws of [GOVERNING_LAW], excluding its conflict of laws rules and excluding the UN Convention on Contracts for the International Sale of Goods. The Parties submit to the exclusive jurisdiction of the courts of [JURISDICTION] for any dispute arising out of or in connection with this PO, save that the Buyer may bring proceedings in any jurisdiction to enforce its intellectual property rights or to recover sums owed to it.

The Supplier shall not assign or subcontract this PO in whole or in part without the Buyer's prior written consent. Neither Party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, provided the affected Party gives prompt notice and uses reasonable endeavours to mitigate. If a Party is so delayed for more than [FORCE_MAJEURE_DAYS] days, the other Party may terminate the affected portion of the PO without liability. Notices under this PO shall be in writing and sent to the addresses or email addresses in Section 1. If any provision is held invalid, the remainder remains in force.

13. Legal Disclaimer

This template is provided by ProcureSwift as a starting point and does not constitute legal advice. Please have it reviewed by qualified legal counsel before use in any contractual or commercial setting. ProcureSwift makes no warranties about its fitness for any specific purpose.