Terms and conditions

XSupply Solution LLC

Terms and Conditions of Purchase

These Terms and Conditions of Purchase (“Terms”) apply to all purchases made by XSupply Solution LLC, a Florida limited liability company (“XSupply”), from any supplier providing goods (“Supplier”). XSupply and Supplier may be referred to individually as a “Party” and collectively as the “Parties.”

All goods supplied under these Terms are referred to as the “Products.”

1. Acceptance; Purchase Orders; Entire Agreement

Products shall be ordered only through a written Purchase Order (“PO”) issued by XSupply. Each PO will specify the Products, quantities, pricing, and delivery instructions.

Supplier’s commencement of performance or written acknowledgment of a PO constitutes acceptance of these Terms.

Any terms proposed by Supplier that differ from or add to these Terms are expressly rejected unless agreed in writing by an authorized representative of XSupply.

XSupply is not obligated to purchase any minimum quantity and may purchase similar products from other suppliers.

In the event of conflict between these Terms and a PO, these Terms shall control unless otherwise agreed in writing.

2. Changes

XSupply may modify a PO by written notice. Supplier shall comply with such changes.

Supplier may not change:

  • Manufacturing location

  • Raw material sources

  • Product specifications

  • Packaging configuration

without prior written consent from XSupply.

3. Price; Quantity; Taxes

Prices must be stated on the PO. XSupply shall not be liable for charges not expressly stated in the PO.

If pricing is omitted, Products shall not be invoiced at higher rates than previously quoted.

Supplier warrants that pricing offered to XSupply is no less favorable than pricing offered to comparable customers purchasing similar quantities.

All applicable taxes, duties, or governmental charges are Supplier’s responsibility unless otherwise stated in the PO.

4. Payment Terms; Invoices

Unless otherwise agreed:

  • Payment terms: Net 30 from receipt of goods and invoice.

  • Early payment discounts must be clearly stated on the invoice.

  • Invoices must reference the XSupply PO number.

  • Separate invoices are required for each PO.

XSupply reserves the right to dispute invoices that do not match PO terms.

5. Shipping; Delivery; Title

Unless otherwise stated:

  • Delivery shall be FOB Destination.

  • Title and risk of loss pass upon delivery to the specified location.

  • Delivery dates are firm.

  • Late deliveries may result in PO cancellation.

Supplier is responsible for all costs arising from:

  • Early deliveries

  • Late deliveries

  • Non-conforming deliveries

  • Drop-ship compliance failures

For drop-ship orders to XSupply customers (including government or institutional buyers), Supplier must comply with all delivery and documentation requirements, including Proof of Delivery (POD).

6. Inspection; Rejection; Returns

All Products are subject to inspection and approval by XSupply.

XSupply may reject Products that:

  • Do not meet specifications

  • Are damaged

  • Are defective

  • Do not comply with regulatory requirements

Rejected Products must be replaced or refunded at Supplier’s expense.

Supplier shall accept returns of non-conforming Products without restocking fees.

7. Warranty

Supplier warrants that Products:

  • Are free from defects in materials and workmanship

  • Are merchantable and fit for intended use

  • Comply with all applicable federal, state, and local laws

  • Are not subject to liens or encumbrances

  • Do not infringe third-party intellectual property rights

Supplier further warrants that neither Supplier nor its principals are debarred or suspended from participation in U.S. government contracts.

This warranty is ongoing and applies to each PO.

8. Indemnification

Supplier agrees to indemnify, defend, and hold harmless XSupply, its officers, members, employees, and customers from any claims, losses, damages, or expenses arising from:

  • Defective Products

  • Product liability claims

  • Regulatory violations

  • Intellectual property infringement

  • Supplier’s breach of these Terms

9. Insurance

Supplier shall maintain at minimum:

  • Commercial General Liability: $1,000,000 per occurrence

  • Product Liability coverage

  • Automobile Liability (if applicable): $1,000,000

Upon request, Supplier shall provide certificates of insurance naming XSupply Solution LLC as additional insured.

10. Compliance

Supplier represents and warrants compliance with:

  • All applicable federal, state, and local laws

  • OSHA regulations

  • EPA requirements

  • FIFRA (if applicable)

  • California Proposition 65 (if applicable)

  • UFLPA and forced labor prohibitions

  • U.S. import/export regulations

Supplier must provide country of origin, SDS sheets, and regulatory documentation upon request.

11. Recalls

Supplier must notify XSupply immediately upon learning of:

  • Any product recall

  • Safety issue

  • Regulatory violation

Supplier shall bear all costs associated with recalls, including:

  • Customer notifications

  • Replacement

  • Shipping

  • Destruction

  • Refunds

12. Confidentiality

All pricing, rebate programs, forecasts, and business information shared by XSupply are confidential and may not be disclosed to third parties.

This obligation survives termination for two (2) years.

13. Intellectual Property

Each Party retains ownership of its intellectual property.

Supplier grants XSupply a non-exclusive, royalty-free right to use Product images, descriptions, trademarks, and related materials for marketing and resale purposes.

Supplier may not use XSupply’s name, logo, or trademarks without prior written consent.

14. Termination

XSupply may terminate any PO:

  • For convenience with written notice

  • Immediately upon Supplier’s material breach

  • If Supplier becomes insolvent or bankrupt

Supplier shall be liable for excess reprocurement costs resulting from default.

15. Governing Law

These Terms shall be governed by the laws of the State of Florida.

Venue for disputes shall be in Broward County, Florida.

16. Relationship of the Parties

The Parties are independent contractors. Nothing herein creates a partnership, joint venture, or agency relationship.

17. Assignment

Supplier may not assign these Terms or any PO without prior written consent from XSupply.

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