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Terms & Conditions for Purchase

B&J ROCKET AMERICA, INC.

Terms and Conditions for Purchase

These Terms and Conditions are incorporated into and made a part of every purchase order submitted to Seller by B&J Rocket America, Inc. (“B&J”).

  1. Seller warrants to B&J, in addition to those warranties implied by law, that each product supplied to B&J by Seller, together with all packaging, labeling and other material furnished by Seller (collectively, the “Products”) shall (a) be merchantable, fit for their particular purpose, and free from any and all defects in design, manufacturing, workmanship or materials; (b) comply in all respects with applicable federal, state and local laws, rules, orders and regulations; (c) not infringe on any third party’s proprietary rights, patents, trademarks, copyrights or intellectual property; and (d) conform to the descriptions and specifications in the purchase order submitted to Seller by B&J for such Products. These warranties shall survive any inspection, delivery, acceptance or payment by B&J.
  2. Seller shall indemnify, hold harmless, and defend B&J and its affiliates, officers, directors, shareholders, members, managers, employees, representatives and agents from and against any and all claims, demands, suits, actions, causes of action, losses, liabilities, damages, costs and expenses, including reasonable attorney’s fees, resulting in whole or in part from, arising directly or indirectly out of, or in any way relating to any (a) actual or alleged act, omission, negligence or misconduct on the part of Seller or its subcontractors; (b) actual or alleged failure on the part of Seller or its subcontractors to fully perform or comply with these Terms and Conditions or any purchase order; (c) actual or alleged failure of any Products to conform to Seller’s implied or express warranties; (d) governmental action, investigations, fines, litigation, or recalls relating to or in any way involving the Products; or (e) actual or alleged personal injuries, death, property damage, economic damage, or other injuries, losses, damages or claims resulting in whole or in part from, arising directly or indirectly out of, or in any way relating to any actual or alleged sale, distribution or use of the Products by any person or entity.
  3. All Products shall be delivered to B&J by the date specified in the purchase order. In the event that Seller fails to deliver the Products to B&J within the time indicated in the purchase order, B&J may, in its sole discretion: (a) fix a new delivery date and require Seller to make, at Seller’s sole cost and expense, all necessary arrangements to complete shipment of the Products by the modified delivery date; (b) reschedule other open purchase orders for a later delivery date; or (c) cancel the purchase order, in whole or in part, and purchase replacement products from other suppliers. Under all of the foregoing scenarios, Seller shall be liable for all additional costs, expenses, losses and damages, including without limitation incidental damages, consequential damages, and reasonable attorneys’ fees, incurred by B&J as a result of Seller’s failure to deliver the Products by the delivery date indicated in the purchase order.
  4. All shipments of Products under any purchase order shall conform to the quantity ordered unless otherwise agreed in writing by B&J. The purchase price indicated in any purchase order shall be the total amount to be paid by B&J in connection with any purchase order, inclusive of all taxes, shipping costs, packaging, and other costs and expenses, and shall be due within thirty (30) days after the invoice date. Risk of loss on all Products ordered from Seller shall remain with Seller until the Products have been delivered to B&J in the manner and at the location indicated in the purchase order. Seller shall not delegate or assign any duties owing under any purchase order without the prior written consent of
  5. These Terms and Conditions expressly limit Seller’s acceptance of any purchase order to the Terms and Conditions contained herein. Seller’s commencement of performance under any purchase order shall constitute Seller’s acceptance of such purchase order and these Terms and Conditions, and shall also constitute Seller’s agreement that any terms or conditions proposed in Seller’s quote, acknowledgment, confirmation, invoice or other document which are inconsistent with or modify these Terms and Conditions are expressly rejected, unenforceable, and without any force or effect.
  6. Any purchase order submitted by B&J shall be deemed to be a contract made in, and the rights and obligations of the parties shall be governed by the laws of, the State of Indiana, without reference to any conflict of laws principles. Any action, claim, counterclaim, cross-claim, controversy, proceeding or suit, whether at law or in equity, arising under or in connection with any purchase order or the performance of any obligation under such purchase order may only be brought in a state court sitting in the County of Elkhart, State of Indiana. BY ACCEPTING ANY PURCHASE ORDER, THE SELLER (A) WAIVES ANY RIGHT IT MAY HAVE TO OBJECT TO THE ABOVE VENUE; (B) UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS; AND (C) WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING UNDER OR IN CONNECTION WITH ANY PURCHASE ORDER OR THESE TERMS AND CONDITIONS.
  7. If Seller fails to comply in any respect with its obligations under these Terms and Conditions or any purchase order, B&J shall be entitled to recover from Seller, in addition to all other remedies available to B&J, any and all costs, expenses, losses and damages incurred by B&J as a result of such failure, including without limitation incidental damages, consequential damages, and reasonable attorneys’ fees, and B&J shall also be entitled to set off any such costs, expenses, losses, damages or other amounts which may be owing from Seller to B&J against any amounts that may be owing by B&J to Seller.
  8. Prior to accepting any purchase order, and at all times thereafter throughout the duration of any business dealings between Seller and B&J, Seller shall maintain general liability insurance, including without limitation product liability coverage and contract liability coverage, with minimum limits of Five Million Dollars ($5,000,000.00) per occurrence. The insurance company providing coverage as hereinabove required shall have a minimum rating of “A” in the A.M. Best’s Key Rating Guide and a financial size category of not less than “VII.” B&J shall be named as an additional insured on such policies of insurance. In addition, such policies of insurance shall be primary, and not in excess of any coverage maintained by B&J, and shall provide that such policies may not be canceled or modified, except upon not less than thirty (30) days’ prior written notice to B&J. Upon request, Seller shall furnish to B&J a certificate of insurance evidencing that the above-described insurance is in full force and effect.
  9. If any provision of these Terms and Conditions shall to any extent be held invalid, the remainder of these Terms and Conditions shall be valid and enforceable to the fullest extent permitted by law. These Terms and Conditions contain the complete agreement between the parties concerning any purchase orders submitted to Seller by B&J. No waiver of any of these Terms and Conditions shall be enforceable against B&J unless in writing and signed by B&J. The warranties, covenants, agreements, indemnities and representations contained herein shall survive the cancellation, expiration, or termination of any purchase order.

Version 2025