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  1. Agreement documents: Unless this Purchase Order ("PO") is issued under a written agreement between Epicor Software Corporation, on behalf of itself and/or its subsidiaries, affiliates, and other related legal entities ("Epicor", “us”, “we”) and Supplier (“you”), this PO and any attachments are the sole and exclusive agreement of Epicor and Supplier for the goods and services in this PO. If this PO is issued under a written agreement signed by you and us, the provisions of that agreement will control. By shipping the goods purchased under this PO or by performing the services described in this PO (or on an attached statement of work, or by acknowledging receipt of this PO, you agree to these Terms and Conditions. If you object to any of the terms of this PO, you must notify us in writing before your acceptance of this PO, and state the specific terms objected to, the reasons for the objection and the wording proposed to be substituted. Under no circumstances will your objection notice itself constitute a modification of the terms of this PO. No modification will be effective unless made in a writing signed by you and by our authorized purchasing representative.
  2. Price/taxes: If price is not stated in this PO or a written agreement, the price will be your lowest prevailing market price. If we provide a direct pay certificate, certification of an exemption from tax, or reduced rate of tax imposed by an applicable taxing authority, then you agree not to invoice, nor pay, any such tax unless and until the applicable taxing authority assesses such tax, at which time you shall invoice and we agree to pay any such tax that is legally owed.
  3. Terms of payment and acceptance: You cannot invoice us until the applicable goods are shipped or the applicable services are performed. The terms of payment are net 45 days, after receipt of your valid invoice or after receipt of the applicable goods and services, whichever is later. Our PO number must appear on all invoices, packing lists and bills of lading and must appear on each package, container or envelope on each shipment made pursuant to this PO. Invoices without a PO number will be returned to you for correction. Our payment will not be deemed acceptance of goods and services, and such goods and services will be subject to inspection, and rejection. At our option, we may reject goods and services that do not comply with our acceptance criteria for a refund, or require you to repair or replace such goods or re-perform such services without charge and in a timely manner.
  4. Termination: This PO may be terminated by us with or without cause. If we terminate without cause, with regard to custom goods, we will pay you for your actual and reasonable expenses for services we’ve requested that has been satisfactorily completed as of the date of termination, but in no event will such payment exceed the agreed upon prices.
  5. Imports: You will comply with all import laws and administrative requirements, including the payment of all associated duties, taxes and fees.
  6. Packages/transportation: You will: (i) pack all goods in accordance with sound commercial practices in compliance with requirements of common carriers; (ii) not use premium transportation unless specifically authorized by us; (iii) include with all shipments, a complete packing list specifying our applicable PO number, quantity of goods shipped, and part number; and (v) not declare a value or purchase additional insurance unless authorized by us. You assume the risk of loss until the goods are delivered to the destination designated on the PO.
  7. Late delivery: For your delivery of good and services, time is of the essence. If you fail to deliver on time, we may purchase replacement goods and services elsewhere, and you will be liable for the actual and reasonable costs and damages we incur. You will promptly notify us if you are unable to comply with the delivery date specified in this PO.
  8. Warranties: You warrant that:
    1. you have the right to enter into this PO, and that you will comply at your own expense with: (A) the terms of any contract, obligation, law, regulation, or ordinance to which you are or become subject (including, without limitation, anti-corruption laws and environmental laws), and (B) any law, regulation or ordinance that govern our distribution of your goods and services as, or as part of, our goods or services;
    2. the prices specified in this PO do not exceed the prices charged for like quantities of the same or substantially similar articles to any other similar purchaser. If prices are lowered for any other similar customer purchasing similar goods or services in similar quantities, our price shall be lowered to such price. You agree to notify us of such lower prices within ten (10) days of such sale. You will give us the benefit of any price declines until the actual time of shipment;
    3. no claim, lien, or action exists or is threatened against you that would interfere with our rights under this PO;
    4. the goods and services do not infringe any privacy, publicity, reputation or intellectual property right of a third party;
    5. you have disclosed to us in writing the existence of any third party code, including without limitation open source code, that is included in or is provided in connection with the goods(s) and that you and the goods(s) are in full compliance with all licensing agreements applicable to such third party code;
    6. all authors have agreed not to assert their moral rights (personal rights associated with authorship of a work under applicable law) in the goods, to the extent permitted by law;
    7. the goods are free from defects in design except when based solely upon written designs provided by us unless such designs are based entirely on your specifications;
    8. (A) the goods and services will conform to the warranties, specifications and requirements in this PO, (B) from the date of shipment, goods and services will be free from defects in material and workmanship for the longer of the time period specified in this PO and your standard warranty term; and (C) all services will be performed and all Deliverables will be prepared in a workmanlike manner and with professional diligence and skill
    9. the goods are safe for use consistent with, and will comply with, the warranties, specifications and requirements of this PO;
    10. the goods do not contain harmful code;
    11. the goods are new and do not contain used or reconditioned parts unless we agree otherwise in writing;
    12. you will not use, disclose, or transfer across borders any information that may identify an individual ("Personal Data"), except to the extent necessary to perform under this PO;
    13. you will comply with all applicable data privacy laws and regulations, will implement and maintain appropriate technical and organizational measures and other protections for the Personal Data (including, without limitation, not loading any Personal Data provided to you on (a) any laptop computers or (b) any portable storage media that can be removed from your premises unless in each case (i) such data has been encrypted and (ii) such data is loaded onto portable storage media solely for the purpose of moving such data to off-site storage). You will report to us any breaches of security of Personal Data immediately after discovery, if the Personal Data was, or could be, accessed, used or acquired by an unauthorized person or compromised in any way, and will cooperate fully with us in investigating any such breaches or compromises. You will cooperate fully with our requests for access to, correction of, and destruction of Personal Data in your possession, and will comply with all instructions or other requirements provided or issued by us from time-to-time relating to Personal Data;
    14. you are knowledgeable with, and are and will remain in full compliance with all applicable export and import laws, regulations, orders, and policies (including, but not limited to, securing all necessary clearance requirements, export and import licenses and exemptions from, and making all proper filings with appropriate governmental bodies and/or disclosures relating to the release or transfer to non-U.S. nationals of technology and software in the U.S., or outside the U.S., release or transfer of technology and software having U.S. content or derived from U.S.-origin software or technology); and that you are knowledgeable with applicable supply chain security recommendations issued by applicable governments and industry standards organizations and will make best efforts to comply with such recommendations;
    15. you will not export, directly or indirectly, any technology, software or commodities of U.S. origin or having U.S. content provided by us to any of the countries or to nationals of those countries, wherever located, listed in U.S. Export Administration Regulations, as modified from time to time, unless authorized by appropriate government license or regulations; and,
    16. upon our request, you will promptly provide all information necessary to export and import goods, including, as applicable, the Export Control Classification Numbers (ECCN) and subheadings number, and will notify us in writing of any changes to the information provided by you to export and import goods.
  9. Intellectual property and other indemnifications: You grant us all rights and licenses necessary for us to use, transfer, pass-through, and sell the goods and to exercise the rights granted under this PO. You agree to defend, hold harmless, and indemnify us from any claim that the goods infringe any intellectual property rights or any claim arising from your failure to comply with your warranties and obligations under this PO. If a claim of infringement is made, you will, at your own expense, exercise the first of the following remedies that is practicable: (i) obtain for us the rights granted under this PO; (ii) modify the goods so they are non-infringing and in compliance with this PO; (iii) replace the goods with non-infringing goods that comply with this PO; or (iv) accept the return or cancellation of the infringing goods at your expense, and refund all amounts we have paid for the infringing goods.
  10. Assignment of Inventions and Ownership of Deliverables. The following provisions apply to service deliverables provided to us:
    1. Definition of Inventions. “Inventions” means any new or useful discovery, contribution, finding, work of authorship, or improvement, whether copyrightable or patentable or not, and all related know-how, and works of authorship conceived or made by you alone or with others. Inventions include, but are not limited to, designs, discoveries, formulae, processes, techniques, computer programs, software routines, inventions, written, audio and/or video work product, improvements, and ideas.
    2. Disclosure and Assignment of Inventions and Ownership of Deliverables. You will promptly disclose and describe all “Epicor Inventions” to us. “Epicor Inventions” refer to Inventions which you may solely or jointly conceive, develop, create or reduce to practice during the period of your engagement with us (i) which relate at the time of conception, development or reduction to practice of the Invention to our business or actual or demonstrably anticipated research or development; (ii) which were developed, in whole or in part, on our time or with the use of any of our equipment, supplies, facilities or trade secret information; or (iii) which result from any work you performed for us. You assign all right, title, and interest worldwide to us in the Epicor Inventions, including without limitation the deliverables, and in all intellectual property rights based upon the Epicor Inventions and the deliverables. However, you do not assign or agree to assign under this PO any Inventions which were made by you prior to the performance of the services under this PO. You grant us an irrevocable, non‑exclusive, worldwide license to make, use, sell, modify, reproduce, and distribute Inventions developed by you prior to the Effective Date or any third party owned Inventions otherwise supplied by you which relate to, or which are otherwise required to operate or use, any Epicor Inventions developed or provided under this PO. You represent and warrant that you have the full right and authority to grant the foregoing license to us, and have obtained any required authority, rights and consents from any third parties with regard to Inventions that contain any property, or are subject to any rights or interests, of such third parties.
    3. Further Assurances. You agree to assist us in any reasonable manner to obtain and enforce for our benefit, patents, copyrights, and other property rights covering the Epicor Inventions in any and all countries, and you agree to execute, when requested, patent, copyright or similar applications and assignments to us and any other lawful documents deemed necessary by us to carry out the purpose of this PO. You further agree that the obligations and undertakings stated in this Section will continue beyond the termination of your service to us.
    4. Attorney‑in‑Fact. In the event that we are unable for any reason whatsoever to secure your signature to any lawful and necessary document required to apply for or execute any patent, copyright or other applications with respect to any Epicor Inventions (including improvements, renewals, extensions, continuations, divisions or continuations), you designate and appoint us your duly authorized agents and attorneys-in-fact to act for and in your behalf, to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights or other rights with the same legal force and effect as if executed by you.
  11. Relationship of the parties. The relationship of the parties established by this PO is solely that of independent contractors, and nothing contained in this PO will be construed to (a) give any party the power to direct and control the day‑to‑day activities of the other; or (b) constitute such parties as partners, joint venturers, co‑owners or otherwise as participants in a joint or common undertaking; or (c) make either party an agent of the other for any purpose whatsoever. Neither party is the representative of the other for any purpose, and neither has power or authority to act as agent or employee to represent, act for, bind, or otherwise create or assume any obligation on behalf of the other. Since you will not our employee with regard to the performance of services, you will not be entitled to any of the benefits which we may make available to our employees, including, by way of example, group health or life insurance
  12. Limitation of Liability: To the extent permitted by local law, or in the event of death, personal injury, or gross negligence, in no event will we (including our affiliates, subsidiaries or other related legal entities) be liable for any lost revenues, lost profits, incidental, indirect, consequential, special or punitive damages.
  13. Assignment: You will not assign your rights nor subcontract your duties without our written consent. Any unauthorized assignment is void.
  14. Exchange of information: Information we receive from you pursuant to this PO will be considered non- confidential, unless the parties have entered into a separate written confidentiality agreement. You will keep confidential all information, purchase orders, forecasts, quantities, drawings, specifications and data submitted by us to you in connection with this PO, and will upon request, return or destroy all information furnished by us. You will not disclose or use such information, drawings, specifications or data to the benefit of any other party. For any Personal Data that you provide to us, you will obtain the informed agreement of such individuals and other legal entities to release the information to us and to allow us to use, disclose, and transmit such information in connection with our use of the goods and services.
  15. Applicable laws: This PO is governed by the laws of the United States and the laws of the State of Texas applicable to contracts executed in and performed entirely within the State of Texas.
  16. Export of technical data: You will not, nor will you authorize or permit your personnel to disclose, export or re-export any of your information, or any process, deliverable, or service that is produced under this PO, without prior notification and compliance with all applicable Federal, State and local laws, regulations and ordinances, including the regulation of the US Department of Commerce and/or the US Department of State. In addition, you agree to notify us if you are listed in the Denied Parties List published by the Department of Commerce, or if your export privileges are otherwise denied, suspended, or revoked in whole or in part.
  17. Conflicts of interest: In providing the goods and services under this PO, it is your responsibility to avoid: (1) any actual or apparent conflict between your duties or obligations to other parties, including governmental entities, and such duties and obligations assumed under this PO and (2) disclosure of information which would, or would appear to, violate such duties and obligations to third parties. In the performance of this PO, you will not make or participate in any marketing calls or contacts with others which might create the possibility or appearance of a conflict of interest or an actual conflict of interest. You also agree that, if subsequent to the execution of this PO, you find that a conflict, or what may appear to be a conflict, develops because of a relationship created or intended to be created between you or your agents, or employees and any third party or with an agency or other government representative, you will immediately notify us, and we will have the right, in our sole discretion, to immediately terminate this PO. Upon exercise of such right of termination, our only obligation to you will be to reimburse you for proper services satisfactorily completed as of the date of termination.
  18. General: Any reproduction of this PO by reliable means will be considered an original of this PO. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties expressly waive any right to a jury trial regarding disputes related to this PO. Unless otherwise provided by local law without the possibility of contractual waiver or limitation, any legal or other action related to this PO must be commenced no later than two (2) years from the date on which the cause of action arose. Supplier’s obligations which reasonably should survive the termination of this PO, will survive any termination of this PO. The following statement is translated in English to "The parties have agreed to draft this PO in English" and is applicable only if Supplier is located in Canada: Les parties ont consenti à rédiger ce contrat en langue anglaise.

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