API Standard Purchasing Terms

Definitions
1) API: American Products Production Company of Pinellas County, Inc.
2) Supplier: Any recipient of an API purchase order
3) Materials: Any merchandise ordered by API and supplied or intended to be supplied by the supplier

Terms
1) All terms herein are agreed to by the parties, and any and all terms herein supercede and control over, any all
previously signed credit applications, verbal conversations, and or purchase agreements dictated or generated by
the supplier. Acceptance of this purchase order and or shipment of materials shall constitute acceptance of all
terms herein.
2) API reserves the right to hold a 10% retainage on all supplier invoices, as it deems necessary to insure that
material orders are complete, free of defects, and correct per the this API purchase order.
3) The supplier is required to submit conditional lien waivers toAPI, with each material invoice. The supplier is
required to submit unconditional waivers to API for all payments received, prior to any additional payments
required to be paid by API to the supplier.
4) The supplier is responsible to API for any and all direct, indirect, liquidated and or consequential damages what so
ever on the account of late, damaged, incorrect and or defective materials. Upon API’s demand, the supplier shall
replace incorrect, damaged and or defective materials in a timely fashion, with no cost what so ever to API. The
supplier shall also be responsible to reimburse API for its labor, expenses and overhead for API to participate in
replacement of said materials. Upon shipping late, damaged and or defective materials, the supplier shall be
responsible for all costs associated with travel to the project, additional labor and expenses, liquidated damages
where applicable, and any and all back charges incurred by API from 3rd parties, as a result thereof.
5) API reserves the right to deduct from supplier invoices, any and all costs associated with supplier shipping late,
damaged, incorrect and or damaged materials.
6) The parties agree that venue for any disputes arising out of this purchase order / agreement and or from the
materials shall be within a court of competent jurisdiction within Pinellas County Florida. The prevailing party
shall be entitled to collect reasonable attorney’s fees, court costs, and professional witness costs and expenses from
the non-prevailing party
7) API may cancel this purchase order in whole or part for convenience and or without cause at anytime. All
materials received prior to said cancelation will be sent back to the supplier for a full refund to APIs account. Any
and all materials not received by API when or if API cancels order will remain with the supplier at no cost to API.
8) The supplier may not cause the shipment of the materials on this purchase order to stop, in whole or part for
reasons of non-payment by API for another purchase order. The supplier realizes that any unanticipated stoppages
of material shipments to API would be a direct interference to API’s contractual obligations to its clients. The
supplier is responsible for any and all costs associated with its interference to API’s contractual obligations to its
clients.
9) Pay terms are net 60 days from receipt of materials, unless stipulated differently on the front of this purchase
order.
10) API is not required to pay for defective material, prior to its replacement by the supplier.
11) To the fullest extent permitted by law, The Supplier shall indemnify and hold harmless API, its officers,
representatives, agents and employees from and against claims, damages and expenses of any kind, including but
not limited to attorney’s fees, arising out of or resulting from the supplier’s performance and or as a result of late,
damaged and or defective materials supplied by the supplier. The supplier’s responsibility of indemnification shall
include any and all entities which the suppliers controls and or whose acts the supplier is responsible for, while
supplying the material, regardless of whether or not such claim, damage, loss or expense is caused in part by a
party indemnified hereunder.
12) If any of the terms herein shall be found to be unenforceable under law, said terms shall not effect the remaining
terms which shall remain in in full force.