Terms and Conditions of Purchase
1. Definition
1.1 The term “Atticus” or “Buyer” as used herein shall mean Atticus, LLC. The term “Seller” as used herein shall mean the seller of goods or services listed on the Purchase Order (defined below). Seller and Buyer are collectively sometimes referred to as the “Parties” or singularly referred to as a “Party”.
2. Scope of Applicability
2.1. The purchase order, together with these General Terms and Conditions of Purchase (the “Terms” and collectively with the purchase order the “Purchase Order”), constitutes the entire and exclusive agreement between Atticus and the Seller. Atticus’s submission of the Purchase Order is conditioned on Seller’s agreement that any terms different from or in addition to the terms of the Purchase Order, whether communicated orally or contained in any purchase order confirmation, invoice, acknowledgement, release, acceptance, or other written correspondence, irrespective of the timing, shall not form a part of the Purchase Order, even if Seller purports to condition its acceptance of the Purchase Order on Atticus’s agreement to such different or additional terms. Seller’s electronic acceptance, acknowledgement of this Purchase Order, or commencement of performance constitutes Seller’s acceptance of these Terms. Notwithstanding the foregoing, if a master agreement covering procurement of the goods or services described in the Purchase Order exists between Seller and Atticus, the terms of such master agreement shall prevail over any inconsistent terms herein.
2.2. Atticus reserves the right to change these Terms at any time, and such amended Terms shall become applicable upon posting to Atticus’s website.
3. Delivery
3.1. Seller shall deliver all items, products, materials, components, equipment, or other tangible deliverables described in the Purchase Order (the “Goods”) in the exact quantities to the location, and by the delivery date(s) specified in the Purchase Order.
3.2. Time is of the essence. Delays may disrupt Atticus’s downstream commitments.
3.3. If Seller becomes aware of anything that may delay delivery, it must notify Atticus promptly, providing details, proposed mitigation actions, and an updated delivery estimate. Atticus’s acceptance of Seller’s notice will not constitute Atticus’s waiver of any of Seller’s obligations.
3.4. Atticus reserves the right to reject: (i) early deliveries; (ii) late deliveries; or (iii) partial deliveries, unless expressly authorized in writing in advance by Atticus. Atticus will hold any Goods rejected under this Purchase Order at Seller’s risk and expense, including storage charges, while awaiting Seller’s return shipping instructions. Seller will bear all return shipping charges, including without limitation, insurance charges Atticus incurs on Seller’s behalf. Atticus may, in its sole discretion destroy or sell any rejected Goods for which Atticus does not receive return shipping instructions within a reasonable time, and apply the proceeds, if any, first toward any storage charges.
4. Packaging, Handling, and Shipping
4.1. Seller shall ensure that Goods are packaged securely and appropriately to protect them against damage, moisture, contamination, or deterioration during transit or storage.
4.2. Packaging must comply with all applicable legal requirements (e.g., hazardous materials regulations, customs regulations, EPA labeling requirements).
4.3. Each shipment must include: (i) the Purchase Order number; (ii) packing list; (iii) itemized description of Goods; and (iv) any required certificates (e.g., safety data sheets).
4.4. Unless otherwise agreed, Seller shall be responsible for any loss or damage to Goods until final delivery to Atticus’s specified destination.
5. Inspection and Acceptance
5.1. Atticus may reject any or all of the Goods that do not conform to the applicable requirements within ten (10) business days of Seller’s delivery of the Goods. At Atticus’s option, Atticus may: (i) return the non-conforming Goods to Seller for a refund or credit; (ii) require Seller to replace the non-conforming Goods; or (iii) repair the non-conforming Goods so that it meets the requirements. As an alternative to (i) through (iii), Atticus may accept the nonconforming Goods conditioned on Seller’s providing a refund or credit in an amount Atticus reasonably determines to represent the diminished value of the non-conforming Goods. Atticus’s payment to Seller for Goods prior to Atticus’s timely rejection of such Goods as non-conforming will not be deemed acceptance by Atticus.
6. Pricing, Invoicing, and Payment Terms
6.1. Unless otherwise stated in the Purchase Order, the price for Goods and/or services includes all taxes and other charges such as delivery charges, duties, customs, tariffs, and government-imposed surcharges. Seller will, at Atticus’s request, break out from the price all such taxes and other charges, on its invoices.
6.2. Seller shall submit invoices only after Goods or services are delivered or rendered (or as otherwise agreed in writing). Invoices must reference the Purchase Order number, item details, quantities, and any required supporting documentation.
6.3. Atticus shall make payment within the timeframe stated in the Purchase Order, or if none is stated, within ninety (90) days of receiving a valid invoice. Atticus may withhold payment for any disputed items until the dispute is resolved.
7. Representations and Warranties
7.1. Seller represents and warrants that the Goods (i) shall conform exactly to the Purchase Order, product specifications, samples, and any representations made; (ii) are new, unused, and free from any defects in design, materials, or workmanship, the Goods are fit for the purpose for which such Goods are typically used, and, if Atticus has made its specific purpose known, are fit for that purpose as well; (iii) comply with all relevant laws, regulations, and industry standards; (iv) are free from all liens, encumbrances, or thirdparty claims; and (v) do not infringe any patents, trademarks, copyrights, trade secrets, or any other intellectual property rights of third parties.
7.2. These warranties apply in addition to any statutory warranties and continue for the warranty period specified in the Purchase Order (or, if none is stated, for at least twentyfour (24) months from delivery).
8. Changes and Modifications
8.1. Atticus shall have the right at any time prior to the delivery date of the Goods to make changes in designs, specifications, packaging, time and place of delivery, and method of transportation.
9. Termination
9.1. Atticus may terminate this Purchase Order for no reason or for any reason, upon fifteen (15) days written notice to Seller. Upon receipt of such termination, Seller will inform Atticus of the extent to which it has completed performance as of the date of the notice. Atticus will pay Seller for all Goods delivered and accepted through the effective date of termination but will have no obligation to pay for any lost profits or unperformed work. Atticus will have no further payment obligation in connection with any termination.
9.2. Atticus may terminate the Purchase Order immediately by delivering written notice to Seller upon the occurrence of any of the following events: (i) a receiver is appointed for Seller or its property; (ii) Seller makes a general assignment for the benefit of its creditors; (iii) Seller commences, or has commenced against it, proceedings under any bankruptcy, insolvency, or debtors relief law; (iv) Seller is liquidating, dissolving, or ceasing to do business in the ordinary course.
9.3. Either party may terminate the Purchase Order, immediately by delivering written notice to the other party for any material breach not cured within thirty (30) days of receipt of notice of the breach.
9.4. Any obligations or duties which, by their nature, extend beyond the expiration or termination of the Purchase Order shall survive the expiration or termination of the Purchase Order.
10. Compliance with Laws
10.1. Seller warrants that all Goods and/or services supplied hereunder have been produced or provided in compliance with, and Supplier agrees to be bound by, all applicable federal, state, and local laws, orders, rules, regulations, guidelines, standards, limitations, controls, prohibitions, or other requirements which are contained in, issued under, or otherwise adopted pursuant to such laws.
11. Confidentiality
11.1. Seller acknowledges that in the course of its interaction with Atticus, Atticus may disclose information to Seller that it considers proprietary and confidential (hereinafter “Confidential Information“). Confidential Information includes, but is not limited to, all unpublished information relating to Atticus’s business operations, markets, processes, products, research, development, manufacturing, purchasing, accounting, engineering, marketing, merchandising, selling, leasing, servicing, finances and business systems and techniques.
11.2. Seller shall not use Confidential Information for any purpose other than for the intended purpose and shall not disclose such Confidential Information to a third party except as required by law or with the written consent of Atticus, unless such information: (i) is published or can reasonably be considered a part of the public domain, through no act or failure to act on the part of Seller; (ii) is obtained by Seller from a third Party who is lawfully in possession of such information and not bound by any obligation not to disclose such information, or (iii) is obtained by Seller through independent research without the use of Atticus’s Confidential Information.
11.3. In the event that Seller is required by law to disclose such Confidential Information, Seller shall provide written notice of such impending disclosure to Atticus as early as possible prior to disclosure and shall cooperate with Atticus to prevent or limit the disclosure of such Confidential Information in such manner as may be allowed by law..
11.4. Seller understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of these Terms may cause Atticus irreparable harm, the amount of which may be difficult to ascertain, and therefore agrees that Atticus shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining any such further disclosure or breach and for such other relief as Atticus shall deem appropriate. Such right of Atticus shall be in addition to the remedies otherwise available to Atticus at law or in equity.
12. Indemnification
12.1. Seller covenants and agrees at all times to protect, hold harmless and indemnify Atticus, its affiliates, and their respective officers, employees, shareholders, successors, and assigns (“Atticus Indemnitees”) from and against any and all losses, costs, expenses, claims, damages, suits, actions, or legal proceedings of any kind brought against or suffered by any Atticus Indemnitee, on account of any injuries received or sustained by any person, persons, or entities in any manner (howsoever arising, including without limitation, by reason of negligence, breach of warranty, defect in design, material or workmanship or otherwise, and even though strict liability be claimed), directly or indirectly caused by, incident to, or arising out of a breach of this Purchase Order, defects in the design, manufacture, or materials used in the Goods, negligence in the manufacture, or provision of the Goods supplied, or performance of the services hereunder. If directed by Atticus, Seller shall take upon itself the defense and/or settlement of all such claims and the defense of any suit or legal proceedings of any kind brought to enforce such claim or claims, and to pay all judgments entered in such suit, suits or legal proceedings, and all attorneys’ fees and other expenses. Seller agrees that in any instance where such claims in any way affect Atticus’s interest under the order or otherwise, Seller shall not consummate any settlement without Atticus’s prior written consent. Seller’s covenants of indemnity herein shall continue in full force and effect notwithstanding the termination or expiration of this Purchase Order.
13. Liability
13.1. Notwithstanding anything else in this Purchase Order or otherwise, Atticus will not be liable to Seller with respect to the subject matter of this Purchase Order under any contract, negligence, strict liability or other legal or equitable theory for any amounts in excess of the amount Atticus paid to Seller in the three months preceding the event or circumstance giving rise to such liability.
13.2. In no event shall Atticus be liable to Seller for any incidental, indirect, special, consequential damages or loss of profits damages arising out of, or in connection with, the Purchase Order, whether or not Atticus was advised of the possibility of such damage.
14. Insurance
14.1. Seller shall secure and maintain insurance providing coverage for liabilities to third parties for bodily injury (personal injury) and damage to property in amounts sufficient to protect Atticus in the event of such injury or damage. Seller will maintain such additional types and limits of insurance as is customary for a company of a similar size and similar operations to Seller in the jurisdiction or jurisdictions in which Seller’s operations take place.
15. Governing Law and Dispute Resolution
15.1. This Purchase Order shall be construed in accordance with, and all disputes will be governed by, the laws of the state of North Carolina, without regard to its conflict of laws rules. Each Party irrevocably submits to exclusive jurisdiction in the state and federal courts of North Carolina for all disputes arising under this Purchase Order. The parties specifically waive application of the UN Convention on Contracts for the International Sale of Goods.
16. Assignment and Subcontracting
16.1. Seller may not assign or transfer any rights or obligations under this Purchase Order without Atticus’s prior written consent. Atticus may assign its rights or obligations without restriction.
16.2. Seller may not subcontract any of its rights or obligations under the Purchase Order without Atticus’s prior written consent. If Atticus consents to the use of a subcontractor, Seller will: (i) guarantee and will remain liable for the performance of all subcontracted obligations; (ii) indemnify Atticus for all damages and costs of any kind; and (iii) make all payments to its subcontractors. If Seller fails to timely pay a subcontractor for work performed, Atticus will have the right, but not the obligation, to pay the subcontractor and offset any amount due to Seller by any amount paid to the subcontractor. Seller will defend, indemnify, and hold Atticus harmless for all damages and costs of any kind, without limitation, incurred by Atticus and caused by Seller’s failure to pay a subcontract
16.3. To the extent allowed by applicable law, no person who is not a party to the Purchase Order shall be entitled to enforce or take the benefit of any of its terms whether as a result of applicable legislation, custom or otherwise.
17. Entire Agreement
17.1. This Purchase Order constitutes the entire agreement between the Parties and supersedes all prior negotiations, proposals, or communications. Any amendments to this Purchase Order must be in writing and signed by both Parties.