PURCHASE ORDER TERMS AND CONDITIONS
1. Applicability. This purchase order is an offer by CMMG, Inc. the “Buyer” for the purchase of the
goods specified on the face of this purchase order the “Goods” from the party to whom the purchase order
is addressed the “Seller” in accordance with and subject to these terms and conditions the “Terms”;
together with the terms and conditions on the face of the purchase order, the “Order”. This Order, together
with any documents incorporated herein by reference, constitutes the sole and entire agreement of the
parties with respect to the Order, and supersedes all prior or contemporaneous understandings,
agreements, negotiations, representations and warranties, and communications, both written and oral, with
respect to the subject matter of the Order. The Order expressly limits Seller’s acceptance to the terms of
the Order. These Terms prevail over any terms or conditions contained in any other documentation and
expressly exclude any of Seller’s general terms and conditions of sale or any other document issued by
Seller in connection with this Order. These Terms also apply to any repaired or replacement Goods
provided by Seller hereunder. Buyer is not obligated to any minimum purchase or future purchase
obligations under this Order.
2. Acceptance. This Order is not binding on Buyer until Seller accepts the Order in writing or starts
to perform in accordance with the Order. If Seller does not accept the Order in writing or provide written
notice that it has commenced performance within 3 days of Seller’s receipt of the Order, this Order will
lapse. Buyer may withdraw the Order any time before it is accepted by Seller.
3. Delivery Date. Seller shall deliver the Goods in the quantities and on the date(s) specified in this
Order or as otherwise agreed in writing by the parties the “Delivery Date”. If no delivery date is specified,
Seller shall deliver the Goods within 30 days of Seller’s receipt of the Order. Timely delivery of the
Goods is of the essence. If Seller fails to deliver the Goods in full on the Delivery Date, Buyer may
terminate the Order immediately by providing written notice to Seller and Seller shall indemnify Buyer
against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller’s
failure to deliver the Goods on the Delivery Date. Buyer has the right to return any Goods delivered prior
to the Delivery Date at Seller’s expense and Seller shall redeliver such Goods on the Delivery Date.
4. Quantity. If Seller delivers more than 5 % or less than 5 % of the quantity of Goods ordered,
Buyer may reject all or any excess Goods. Any such rejected Goods shall be returned to Seller at Seller’s
risk and expense. If Buyer does not reject the Goods and instead accepts the delivery of Goods at the
increased or reduced quantity, the Price for the Goods shall be adjusted on a pro-rata basis.
5. Delivery Location. All Goods shall be delivered to the address specified in this Order the
“Delivery Location” during Buyer’s normal business hours or as otherwise instructed by Buyer.
6. Shipping Terms. Delivery shall be made F.O.B. Delivery Location (in accordance with Incoterms
2015 or in accordance with the terms on the face of this Order. Seller shall give written notice of shipment
to Buyer when the Goods are delivered to a carrier for transportation. Seller shall provide Buyer all
shipping documents, including the commercial invoice, packing list, air waybill/bill of lading and any
other documents necessary to release the Goods to Buyer within 1 business day after Seller delivers the
Goods to the transportation carrier. The Order number must appear on all shipping documents, shipping
labels, bills of lading, air waybills, invoices, correspondence and any other documents pertaining to the
7. Title and Risk of Loss. Title passes to Buyer upon delivery of the Goods to the Delivery
Location/TIME AND LOCATION. Seller bears all risk of loss or damage to the Goods until delivery of
the Goods to the Delivery Location/TIME AND LOCATION. Per post inspection time period. (ref. item
8. Packaging. All goods shall be packed for shipment according to Buyer’s instructions or, if there
are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition.
Seller must provide Buyer prior written notice if it requires Buyer to return any packaging material. Any
return of such packaging material shall be made at Seller’s expense.
9. Amendment and Modification. No change to this Order is binding upon Buyer unless it is in
writing, specifically states that it amends this Order and is signed by an authorized representative of
10. Inspection and Rejection of Nonconforming Goods. The Buyer has the right to inspect the Goods
for a period of thirty (30) days after the Delivery Date. Buyer, at its sole option, may inspect all or a
sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are
nonconforming or defective. If Buyer rejects any portion of the Goods, Buyer has the right, effective upon
written notice to Seller, to: (a) rescind the Order in its entirety; (b) accept the Goods at a reasonably
reduced price; or (c) reject the Goods and require replacement of the rejected Goods. If Buyer requires
replacement of the Goods, Seller shall, at its expense, promptly/within 30 days replace the nonconforming
Goods and pay for all related expenses, including, but not limited to, transportation charges for the return
of the defective goods and the delivery of replacement Goods. If Seller fails to timely deliver replacement
Goods, Buyer may replace them with goods from a third party and charge Seller the cost thereof and
terminate this Order for cause pursuant to Section 20. Any inspection or other action by Buyer under this
Section shall not reduce or otherwise affect Seller’s obligations under the Order, and Buyer shall have the
right to conduct further inspections after Seller has carried out its remedial actions.
11. Price. The price of the Goods is the price stated in the Order (the “Price”). If no price is included
in the Order, the Price shall be the price set out in Seller’s published price list in force as of the date of the
Order/DATE. Unless otherwise specified in the Order, the Price includes all packaging, [transportation
costs to the Delivery Location, insurance, customs duties and fees and applicable taxes , including, but not
limited to, all sales, use or excise taxes. No increase in the Price is effective, whether due to increased
material, labor or transportation costs or otherwise, without the prior written consent of Buyer.
12. Most Favored Customer. Seller represents and warrants that the price for the Goods is the lowest
price charged by Seller to any of its external buyers for similar volumes of similar Goods. If Seller
charges any other buyer a lower price, Seller must apply that price to all Goods under this Order. If Seller
fails to meet the lower price, Buyer, at its option, may terminate this Order without liability pursuant to
13. Payment Terms. Seller shall issue an invoice to Buyer on or any time after the completion of
delivery and only in accordance with the Terms. The invoices shall be issued no later than 3 days after
Delivery. Invoices issued later than thirty (30) days after delivery shall not be honored by Buyer. Buyer
shall pay all properly invoiced amounts due to Seller within 30 days or net terms set forth after Buyer’s
receipt of such invoice, except for any amounts disputed by Buyer in good faith. All payments hereunder
must be in US dollars and made by Check, Credit Card, or Wire Transfer. In the event of a payment
dispute, Buyer shall deliver a written statement to Seller no later than 10 days prior to the date payment is
due on the disputed invoice listing all disputed items and providing a reasonably detailed description of
each disputed item. Amounts not so disputed are deemed accepted and must be paid, notwithstanding
disputes on other items, within the period set forth in this Section 13. The parties shall seek to resolve all
such disputes expeditiously and in good faith. Seller shall continue performing its obligations under the
Order notwithstanding any such dispute.
14. Set-off. Without prejudice to any other right or remedy it may have, Buyer reserves the right to
set off at any time any amount owing to it by Seller against any amount payable by Buyer to Seller [under
15. Warranties. Seller warrants to Buyer that for a period of 6 months from the Delivery Date, all
Goods will: (a) be free from any defects in workmanship, material and design; (b) conform to applicable
specifications[, drawings, designs, samples and other requirements specified by Buyer]; (c) be fit for their
intended purpose and operate as intended; (d) be merchantable; (e) be free and clear of all liens, security
interests or other encumbrances; and (f) not infringe or misappropriate any third party’s patent or other
intellectual property rights. These warranties survive any delivery, inspection, acceptance or payment of
or for the Goods by Buyer. These warranties are cumulative and in addition to any other warranty
provided by law or equity. Any applicable statute of limitations runs from the date of Buyer’s discovery
of the noncompliance of the Goods with the foregoing warranties. If Buyer gives Seller notice of
noncompliance with this Section, Seller shall, at its own cost and expense, promptly/within 30 days
replace or repair the defective or nonconforming Goods and pay for all related expenses, including, but
not limited to, transportation charges for the return of the defective or nonconforming goods to Seller and
the delivery of repaired or replacement Goods to Buyer.
16. General Indemnification. Seller shall defend, indemnify and hold harmless Buyer and Buyer’s
parent company, their subsidiaries, affiliates, successors or assigns and their respective directors, officers,
shareholders and employees and Buyer’s customers (collectively, “Indemnitees”) against any and all loss,
injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or
expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right
to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”)
arising out of or occurring in connection with the products purchased from Seller or Seller’s negligence,
willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer’s or
Indemnitee’s prior written consent.
17. Intellectual Property Indemnification. Seller shall, at its expense, defend, indemnify and hold
harmless Buyer and any Indemnitee against any and all Losses arising out of or in connection with any
claim that Buyer’s or Indemnitee’s use or possession of the Goods infringes or misappropriates the patent,
copyright, trade secret or other intellectual property right of any third party. In no event shall Seller enter
into any settlement without Buyer’s or Indemnitee’s prior written consent.
18. Insurance. During the term of the Order and for a period of 60 days thereafter, Seller shall, at its
own expense, maintain and carry insurance in full force and effect which includes, but is not limited to,
commercial general liability (including product liability) in a sum no less than $1,000,000 per occurrence
and $2,000,000 aggregate with financially sound and reputable insurers. Upon Buyer’s request, Seller
shall provide Buyer with a certificate of insurance from Seller’s insurer evidencing the insurance
coverage specified in this Order. The certificate of insurance shall name Buyer as an additional insured.
Seller shall provide Buyer with 60 days’ advance written notice in the event of a cancellation or material
change in Seller’s insurance policy. Except where prohibited by law, Seller shall require its insurer to
waive all rights of subrogation against Buyer’s insurers and Buyer or the Indemnitees.
19. Compliance with Law. Seller is in compliance with and shall comply with all applicable laws,
regulations and ordinances. Seller has and shall maintain in effect all the licenses, permissions,
authorizations, consents and permits that it needs to carry out its obligations under the Order. Seller shall
comply with all export and import laws of all countries involved in the sale of Goods under this Order.
Seller assumes all responsibility for shipments of Goods requiring any government import clearance.
Buyer may terminate this Order if any government authority imposes antidumping duties, countervailing
duties or any retaliatory duties on the Goods.
20. Termination. Buyer may terminate this Order, in whole or in part, at any time with or without
cause for undelivered Goods on 30 days’ prior written notice to Seller. In addition to any remedies that
may be provided under these Terms, Buyer may terminate this Order with immediate effect upon written
notice to the Seller, either before or after the acceptance of the Goods, if Seller has not performed or
complied with any of these Terms, in whole or in part. If the Seller becomes insolvent, files a petition for
bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership,
reorganization or assignment for the benefit of creditors, then the Buyer may terminate this Order upon
written notice to Seller. If Buyer terminates the Order for any reason, Seller’s sole and exclusive remedy
is payment for the Goods received and accepted by Buyer prior to the termination.
21. Limitation of Liability. Nothing in this Order shall exclude or limit (a) Seller’s liability under
Sections 15, 16, 17 and 23 hereof, or (b) Seller’s liability for fraud, personal injury or death caused by its
negligence or willful misconduct. Buyer’s maximum liability to Seller shall not exceed the greater of
$10, 000 or the aggregate amount actually paid or payable under this Order.
22. Waiver. No waiver by any party of any of the provisions of the Order shall be effective unless
explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the
Order, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from
the Order shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise
of any other right, remedy, power or privilege.
23. Confidential Information. All non-public, confidential or proprietary information of the Buyer,
including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data,
business operations, customer lists, pricing, discounts or rebates, disclosed by Buyer to Seller, whether
disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not
marked, designated or otherwise identified as “confidential,” in connection with the Order is confidential,
solely for the use of performing the Order and may not be disclosed or copied unless authorized by Buyer
in writing. Upon Buyer’s request, Seller shall promptly return all documents and other materials received
from Buyer. Buyer shall be entitled to injunctive relief for any violation of this Section. This Section shall
not apply to information that is: (a) in the public domain; (b) known to the Seller at the time of disclosure;
or (c) rightfully obtained by the Seller on a non-confidential basis from a third party.
24. Force Majeure. Neither party shall be liable to the other for any delay or failure in performing its
obligations under the Order to the extent that such delay or failure is caused by an event or circumstance
that is beyond the reasonable control of that party, without such party’s fault or negligence, and which by
its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable
(“Force Majeure Event”). Force Majeure Events include, but are not limited to, acts of God or the public
enemy, government restrictions, floods, fire, earthquakes, explosion, epidemic, war, invasion, hostilities,
terrorist acts, riots, strike, embargoes or industrial disturbances. Seller’s economic hardship or changes in
market conditions are not considered Force Majeure Events. Seller shall use all diligent efforts to end the
failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimized and
resume performance under the Order. If a Force Majeure Event prevents Seller from carrying out its
obligations under the Order for a continuous period of more than 30 business days, Buyer may terminate
this Order immediately by giving written notice to Seller.
25. Assignment. Seller shall not assign, transfer, delegate or subcontract any of its rights or
obligations under the Order without the prior written consent of Buyer. Any purported assignment or
delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the
Seller of any of its obligations hereunder. Buyer may at any time assign, transfer or subcontract any or all
of its rights or obligations under the Order without Seller’s prior written consent.
26. Relationship of the Parties. The relationship between the parties is that of independent
contractors. Nothing contained in the Order shall be construed as creating any agency, partnership, joint
venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and
neither party shall have authority to contract for or bind the other party in any manner whatsoever. No
relationship of exclusivity shall be construed from this Order.
27. No Third-Party Beneficiaries. This Order is for the sole benefit of the parties hereto and their
respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall
confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature
whatsoever under or by reason of these Terms.
28. Governing Law. All matters arising out of or relating to this Order shall be governed by and
construed in accordance with the internal laws of the State of Missouri without giving effect to any choice
or conflict of law provision or rule (whether of the State of Missouri or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than those of the State of Missouri.
29. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this
Order shall be instituted in the federal courts of the United States of America or the courts of the State of
Missouri in each case located in the City of Kansas City and County of Jackson, and each party
irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
30. Cumulative Remedies. The rights and remedies under this Order are cumulative and are in
addition to and not in substitution for any other rights and remedies available at law or in equity or
31. Notices. All notices, request, consents, claims, demands, waivers and other communications
hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on
the face of this Order or to such other address that may be designated by the receiving party in writing.
All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees
pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case,
return receipt requested, postage prepaid). Except as otherwise provided in this Order, a Notice is
effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied
with the requirements of this Section.
32. Severability. If any term or provision of this Order is invalid, illegal or unenforceable in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of
this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
33. Survival. Provisions of this Order which by their nature should apply beyond their terms will
remain in force after any termination or expiration of this Order including, but not limited to, the
following provisions: Set-off, Warranties, General Indemnification, Intellectual Property,
Indemnification, Insurance, Compliance with Laws, Confidentiality , Governing Law, Submission to
Jurisdiction/Arbitration and Survival.
Firearms may only be shipped to a licensed dealer (FFL Holder). Actual buyer must pick up from FFL dealer who will conduct the background check. Some listed items may not be legal in every state. We will not sell firearms to residents of CA or NY. Buyer assumes responsibility of knowing purchase laws in their state. You must be at least 18 years of age to purchase a rifle, and 21 years of age to purchase a handgun or receiver. A CMMG Representative will contact you after your order has been placed to facilitate the transfer.
By clicking the acceptance box below, you are agreeing to the Terms and Conditions listed above.