purchase order terms and conditions

  • By ProcureDesk
  • May 05,2023
  • 10 min read

purchase order terms and conditions


When making your company’s purchase order, you must consider the terms and conditions you include.

Having purchase order terms and conditions can greatly impact the success rate of your transaction. Aside from that, it is legally binding as well. But, have you ever wondered what exactly purchase order terms and conditions are and why you should include them in your purchase order?

In this resource, we will explore all the general questions about purchase order terms and conditions so you get everything you need to know about it. Let’s dive in!

What Are Purchase Conditions?

Purchase conditions are terms that are legally binding agreements between buyers and sellers. This provides the details of the purchase, such as:

1. What is being purchased

2. The price of the purchase

3. Payment terms

4. Delivery terms

Purchase conditions help both buyers and sellers in the event of any dispute after the transaction. This may involve the following:

1. Trade secrets

2. Intellectual property rights

3. Rights to terminate the agreement at any time for any reason

4. Insurance coverage

5. Compliance with laws

6. Responsible individual for additional costs or damages caused by either party

7. Responsible individual for defects in material or services provided by either party

Purchase order terms and conditions are customizable to ensure they meet the needs of the parties involved in the transaction. Overall, these terms ensure both parties involved in the transaction are on the same page regarding their responsibilities before, during, and after the purchase.

Terms And Conditions

Your company must ensure that your purchase order contains the correct terms and conditions to protect parties from disputes.

One of the most important terms is a confidentiality agreement. This protects confidential information or trade secrets shared between both parties involved. Aside from that, you must also include delivery timelines for when goods must be received by the buyer and payment due dates for when the other party must settle payments made by the seller.

It is also important to state that prices may change anytime and provide reasonable times to inspect your goods before accepting anything. Above all, it is important to specify what national laws govern disputes under the purchase order and which component jurisdiction will handle any legal actions.

Here are some of the other terms and conditions you may include:

1. The purchase order should outline intellectual property rights associated with the products or services.

2. Joint ventures must be clearly outlined and stated along with the details regarding the duration and termination provisions.

3. Include clauses protecting both sides from liability for consequential damages caused by either party and provide notice of termination if one party breaches their obligations in the contract.

4. If applicable, all relevant insurance coverage must be included in the purchase orders, like liability insurance or workers’ compensation insurance.

With the right terms and conditions in your purchase order, both parties can always ensure a secure business relationship, ensuring everyone’s interest is protected.

What Are The Standard Terms And Conditions Of A Purchase?

Making purchase orders is an important aspect of any business transaction. Your company must ensure that all the terms and conditions in your transactions are clearly stated so that you can protect yourself and your vendors in case of any disputes.

We’ve listed down the important terms and conditions that you must include in your purchase order:

1. Trade Secret: Both parties must agree to keep all confidential information related to the purchase secret.

2. Right to inspect: The buyer can inspect goods upon delivery before accepting them at reasonable times.

3. Joint Venture: Neither party may enter into a joint venture with any third party without notifying the other party first.

4. Consequential Damages: Neither party shall be liable for consequential damages arising from or relating to this agreement.

5. Notice of Termination: In case of cancellation by one party, notice must be given in writing within a reasonable time before the termination date.

6. Harmless Buyer: Seller hereby agrees to hold harmless Buyer from all claims, liabilities, losses, or expenses arising from or related to this purchase order.

7. Purchase Price & Compensation Insurance: The buyer will pay the seller an agreed-upon price for goods and services purchased and compensation insurance if required by law or agreement between both parties.

8. Legal Actions: Any legal actions related to this purchase order must be brought in a competent jurisdiction mutually agreed upon by both parties.

9. Reasonable Termination Charge: A reasonable termination charge is a provision included in a contract that specifies the amount a service provider can charge the customer if the contract is terminated before its completion. This charge compensates the service provider for any costs or losses they may incur due to the contract’s early termination.

10. Agreement: Agreement refers to the formal legal contract established between the Supplier and Buyer to exchange Goods and/or Services. The agreement includes the Standard Purchase Terms, the Purchase Order, and any other documents referenced in the Purchase Order.

11. Buyer: Buyer refers to the Governing Council of the University of Toronto, the purchasing entity in the Purchase Order.

12. Deliverable: Deliverable refers to any result, product, or outcome from the Services that the Purchase Order specifies. It also includes related data, documentation, and Intellectual Property Rights that the Supplier develops as a result of fulfilling the Purchase Order.

13. Delivery Date: As indicated in the Purchase Order, denotes the specific date by which the Supplier is expected to fulfill the delivery of Goods or completion of Services.

14. Delivery Point: The Delivery Point refers to the location where the Supplier should deliver the Goods or perform the Services. The Buyer specifies the Delivery Point in the Purchase Order, and it could be any other delivery area or point that the Buyer writes.

15. Goods: Goods refer to the items that the Supplier must deliver according to the Purchase Order. Goods include materials, component parts, packaging, and labeling.

16. Intellectual Property Rights: Intellectual Property Rights refer to all industrial and intellectual property rights, including patents, trademarks, copyrights, trade secrets, and other similar rights. It covers all registrations, applications, renewals, and extensions related to these rights, whether or not registered.

17. Purchase Order: Purchase Order refers to the document where the Buyer and Supplier agree to purchase and sell Goods and/or Services. The document contains the Standard Purchase Terms and any attached Specifications.

18. Services: Services refer to the work the Supplier will perform for the Buyer according to the Purchase Order.

19. Specifications: Specifications refer to the requirements, specifications, and attributes of the Goods or Services set out in the Purchase Order. They also include documentation published by the Supplier, operational and technical features and functionality, and service performance levels.

20. Supplier: The Supplier is the party that appears on the face of the Purchase Order and who is entering into a contract with the Buyer to purchase and sell Goods and/or Services.

21. Supplier Proposal: The Supplier Proposal refers to any offer, estimate, quote, invoice, or proposal that the Supplier sends to the Buyer related to the supply of Goods and/or Services. The Purchase Order incorporates the descriptions and specifications of the Goods and/or Services contained in the Supplier Proposal, but only to the extent that they do not conflict with the Purchase Order’s descriptions and Specifications.

22. Warranty Period: The period refers to the duration of the express written warranty period provided by the Supplier for the Goods or Services. If there is no written warranty period, the Warranty Period begins on the date the Buyer accepts the Goods or Services and lasts for one year from that date.

23. Agreement:

  • The Agreement includes the Standard Purchase Terms, the applicable Purchase Order, and any referenced Specifications or documents.
  • The Buyer’s acceptance or payment for Goods/Services does not constitute acceptance of additional or different terms in a Supplier Proposal.
  • In case of conflict between the documents in the Agreement, the order of precedence is determined by the order listed in the section.

24. Delivery of Goods and Services:

  • As per the Agreement, the Supplier commits to providing and delivering the Goods and performing the Services according to the specified terms.
  • The Supplier is responsible for packing, loading, and delivering Goods to the Delivery Point in compliance with the instructions provided by the Buyer.
  • Charges for shipping, storage, handling, and similar costs are only allowed if specified in the Purchase Order or agreed to in writing by the Buyer.
  • The Buyer is considered the owner of the Goods and assumes liability for any loss or damage incurred after the Goods are received at the designated Delivery Point unless there is a written agreement stating otherwise.
  • The Supplier must follow the Buyer’s instructions and cooperate with the customs broker for Goods originating outside Canada.

25. Inspection; Acceptance, and Rejection:

  • Buyer has the right to inspect and accept or reject Goods or Services within 90 days of delivery or performance.
  • The Buyer can reject Goods delivered more than the quantity ordered, damaged, defective, or not conforming to Specifications or Agreement terms.
  • It is important to note that the transfer of title of the Goods does not imply their acceptance by the Buyer.
  • Buyer must inform the supplier of goods or services rejected during the inspection period.
  • The Supplier must replace rejected Goods or provide a refund at the Buyer’s option.
  • The Buyer has the right to return rejected Goods to the Supplier at the Supplier’s expense and risk of loss.
  • The Supplier cannot deliver Goods previously rejected without the Buyer’s approval and written disclosure of prior rejections.

26. Price/Payment Terms:

  • Prices for Goods/Services are set in the Purchase Order.
  • Price increases or charges not in the Purchase Order require written approval from the Buyer.
  • Invoices from the supplier should comply with the specifications provided by the buyer, as seen in the purchase order.
  • Buyer must pay the undisputed portion within 35 days of receiving the invoice.
  • The Buyer can withhold payment for disputed amounts until an agreement is reached.
  • The Buyer must pay the balance of undisputed amounts within the specified periods.

27. Taxes: Unless stated otherwise, the Supplier is responsible for all taxes related to Goods/Services provided under the Agreement.

28. Hazardous Materials:

  • A supplier must provide necessary documentation upon request to verify the material composition and quantity of any hazardous substances in the Goods or any process related to the Goods.
  • Alternatively, the Supplier must provide necessary documentation upon request to verify that the Goods and/or any process related to the Goods do not contain any hazardous substances specified by the Buyer.

29. Intellectual Property Rights: All intellectual property rights in the deliverables will vest in the buyer after payment is received by the supplier for each deliverable. Suppose any deliverables contain the intellectual property of the supplier. In that case, the supplier grants the buyer a worldwide, royalty-free, non-exclusive, perpetual license to use, copy, modify, and distribute the such intellectual property as part of the deliverables. The supplier must provide all necessary assistance to perfect the rights described herein.

30. Confidentiality: The Supplier is obligated to maintain the confidentiality of any information provided by the Buyer about this Agreement and utilize it solely to fulfill its responsibilities under the Agreement.

31. Insurance: The supplier must maintain insurance policies in coverage amounts maintained by a prudent supplier of goods and services similar to those provided hereunder, including professional errors and omissions liability insurance and comprehensive commercial general liability insurance. Upon request, the supplier must provide the buyer with written proof of such insurance.

32. Indemnities: The supplier must indemnify, defend and hold harmless the buyer and its affiliates from and against any claims, losses, damages, expenses, legal fees, and all other liabilities brought against or incurred by the buyer arising out of certain circumstances, including any actual or alleged defect in the goods or services, any claim that the goods or services infringe or violate the intellectual property rights of any person and any intentional, wrongful or negligent act or omission of the supplier or any of its affiliates or subcontractors.

33. Limitation of Liability: Except for supplier’s obligations under section 14 and damages that are the result of gross negligence or willful misconduct, neither party will be liable to the other party or any other person for any indirect, incidental, consequential, or punitive damages, including any lost profits, data, goodwill, or business opportunity, for any matter relating to this agreement.

34. Independent Contractors: The supplier will perform its obligations under the agreement as an independent contractor and will not be considered an employee, agent, partner, fiduciary, or joint venturer of the buyer. The supplier and its employees will have no authority to represent or bind the buyer.

35. Further Assurances: The parties must sign further documents and do further acts and things that may be reasonably required to carry out and give effect to the provisions of this agreement.

36. Severability: If any provision of the Agreement is deemed unenforceable or invalid, the invalidity or unenforceability will apply only to that provision or part of it. The remaining provisions of the Agreement will continue to be valid and enforceable.

37. Waiver: Waivers are not effective unless in writing and signed by the party against whom it is sought to be enforced.

38. Assignment: This means that suppliers cannot assign any agreement without consent coming from the buyer. If the Supplier assigns or subcontracts any part of the Agreement, the Supplier will remain jointly and severally liable with the assignee or subcontractor for any obligations assigned or subcontracted.

39. Cumulative Remedies: The Buyer’s rights and remedies under the Agreement are cumulative and in addition to any other rights and remedies available at law or in equity.

40. Survival: All Agreement clauses explicitly or implicitly intended to remain effective beyond the Agreement’s termination, expiry, or completion will remain valid and enforceable.

41. Interpretation: The headings used in agreements do not affect the interpretation. Words importing the singular include the plural, and vice versa.

43. Electrical/Electronic Components and Equipment: All electrical/electronic components or equipment must have Ontario provincial approvals, such as the Electrical Safety Authority, CSA, or ULC requirements, and conform to the industry standards and all other applicable legislative requirements.

44. Language: The agreement for documentation must be written in English.

Note that all governing laws are within Ontario and the federal laws of Canada.

Can You Enfore Purchase Order Terms And Conditions?

If you’re wondering if purchase order terms and conditions are enforceable, the answer is an absolute yes.

Purchase order terms and conditions are legally enforceable in most jurisdictions. This means that if any of the parties involved in the transaction fails to upload certain agreements inside the purchase order, they will be held accountable for the breach of contract.

It is important to remember that purchase orders must always be in writing and should include a clause that states both parties involved in the transaction have read, understood, and agreed upon all the terms before signing.

Aside from that, it is also important to note that a severability clause must be included. If any part of the purchase order is declared unenforceable or invalid by the court or tribunal, all parts must remain valid and enforceable.

Agreeing to these terms and conditions helps both parties protect themselves from potential risks and disputes in the future. This also ensures their rights are upheld and that the purchase process is completed fairly and mutually beneficial.

Purchase order terms and conditions are essential for buyers and suppliers to ensure their rights are protected. With a well-drafted agreement, both parties can enjoy the benefits of a successful purchase process.

Understanding The Importance Of Having Purchase Order Terms On Your PO

As a business owner, you must understand how important it is to protect your interests and ensure you smoothly run your transactions with your customers and suppliers.

Considering that business relationships are becoming complex, it is without a doubt that there will always be risks associated with purchasing. Thus, your purchase order’s clear and comprehensive terms and conditions are essential.

A well-drafted purchase order agreement acts as a legally binding document that outlines the responsibilities, rights, and obligations of parties involved in a transaction.

The terms and conditions specified in the purchase order agreement clearly understand what is expected from both parties and help prevent misunderstandings or disputes that may arise during the transaction. By having a detailed agreement in place, the supplier and the buyer can work together towards a mutually beneficial outcome, with the confidence that each party’s interests are protected.

Risks can arise due to incomplete or incorrect product delivery, payment delays, or violation of intellectual property rights. With clear terms and conditions in place, the purchase order agreement helps to mitigate these risks, thereby protecting the interests of both parties involved in the transaction.

Here are ten reasons why having comprehensive terms and conditions in a purchase order is essential for any business:

  1. Legal Protection: The terms and conditions in a purchase order serve as a legally binding agreement between the buyer and seller. It outlines the rights and obligations of each party in the transaction and protects them in case of any legal disputes that may arise.
  2. Payment and Pricing: The terms and conditions specify the payment terms, including the currency, payment method, and payment due date. It also outlines goods or services’ pricing, including applicable taxes or fees.
  3. Delivery and Shipping: The purchase order’s terms and conditions specify the delivery and shipping terms, including the delivery method, delivery times, and liability for damages during transit. It ensures the buyer receives their order in good condition and on time.
  4. Warranty and Returns: The terms and conditions specify the warranty and return policies for the goods or services purchased. It outlines the terms of the product warranty, return periods, and process, ensuring that both parties know their obligations in case of a faulty product.
  5. Limitations of Liability: The terms and conditions include a limitation of liability clause that limits the seller’s liability in case of damages, losses, or other issues that may arise during the transaction. This protects the seller from any unforeseen or unintended damages.
  6. Confidentiality: Purchase orders often contain confidential information, such as pricing and specifications. The terms and conditions outline the confidentiality obligations of both parties and protect against any unauthorized disclosure of confidential information.
  7. Governing Law: The terms and conditions specify the governing law and jurisdiction for resolving disputes. This clarifies which laws will apply in disputes and ensures that both parties know their legal rights and obligations.
  8. Termination: The terms and conditions specify the conditions under which either party can terminate the agreement, including breaches of contract, termination notice periods, and any associated penalties.
  9. Quality Control: The terms and conditions can also include quality control requirements for the goods or services purchased. It may outline the inspection process, acceptance criteria, and any associated penalties for non-conformance.
  10. Future Business Opportunities: By having clear and concise terms and conditions, the buyer and seller can establish a good working relationship and build trust. This can lead to future business opportunities and long-term partnerships.


Overall, purchase order agreements are vital in ensuring a successful and mutually beneficial between your company and your suppliers.

This helps your business establish clear terms and conditions, protects both parties against misunderstandings and disputes, and demonstrates a commitment to creating a strong partnership.

With an enforceable purchase order agreement, your suppliers can rest assured that their rights and interests are protected during purchase. Always remember that when creating purchase order agreements, it is important that you consider all relevant factors, including payment terms, warranties, intellectual property rights, and especially compliance with the laws. By doing this and creating a well-drafted agreement, you provide peace of mind not only for your business but also for the suppliers you are working with.

If you are ready to learn more about purchase order agreements, don’t hesitate to book a call with ProcudeDesk today!