Effective Date: March 10, 2026
Applicability.
(a) These terms and conditions of purchase (these "Terms") are the only terms which govern the purchase of the goods ("Goods") and services ("Services") by The Pittsburgh Paints Co. and its subsidiaries, divisions or affiliates (collectively or singularly, as applicable, the "Buyer") from the seller named on the Purchase Order ("Seller"). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods and Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.
(b) The purchase order accompanying these Terms or in whatever written form including but not limited to email and other electronic means for the purchase of the Goods and/or the performance of the Services (the "Purchase Order") and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Seller's general terms and conditions regardless of whether or when Seller has submitted its sales confirmation or such terms. This Agreement expressly limits Seller's acceptance to the terms of this Agreement. Fulfillment of or other performance under this Purchase Order constitutes acceptance of these Terms.
Delivery of Goods and Performance of Services.
(a) Seller shall ensure that the Goods are accurately described, classified, packaged, marked and labelled all in strict accordance with statutory and other legal requirements.
(b) Seller shall deliver the Goods in the quantities and on the date(s) specified in the Purchase Order or as otherwise agreed in writing by the parties (the "Delivery Date"). If Seller fails to deliver the Goods in full on the Delivery Date, Buyer may terminate this Agreement immediately by providing written notice to Seller, and Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller's failure to deliver the Goods on the Delivery Date. Buyer has the right to return any Goods delivered prior to the Delivery Date at Seller's expense and Seller shall redeliver such Goods on the Delivery Date.
(c) Seller shall deliver all Goods to the address specified in the Purchase Order (the "Delivery Point") during Buyer's normal business hours or as otherwise instructed by Buyer. Seller shall pack all goods for shipment according to Buyer's instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition. Seller must provide Buyer prior written notice if it requires Buyer to return any packaging material. Any return of such packaging material shall be made at Seller's risk of loss and expense.
(d) If the Goods are to be delivered or the Services performed by instalments, the Agreement shall be treated as a single contract and not severable. Failure to deliver one installment of the Goods and/or Services by the time and/or date specified in the Purchase Order (if any) shall allow Buyer, without prejudice to its other rights to reject the Goods and/or Services and cancel the Contract in accordance with Section 2(b) hereof.
(e) Prior to any delivery of Goods, the Seller shall obtain a delivery booking-in reference from Buyer which will contain a delivery date and time-slot ("Booking-In Reference"). The date and time of delivery for the Goods allocated in such Booking-In Reference shall be of the essence of the Agreement. Whenever a time of and/or date for performance of any Services is stated on the Purchase Order the time of and/or date for performance of such Services shall be of the essence of the Agreement.
(f) Seller shall provide the Services to Buyer as described and in accordance with the dates or schedule set forth on the purchase order and in accordance with the terms and conditions set forth in these Terms.
(g) Seller acknowledges that time is of the essence with respect to Seller's obligations hereunder and the timely delivery of the Goods and Services, including all performance dates, timetables, project milestones and other requirements in this Agreement. Physical delivery of the Goods to and/or performance of the Services for and acknowledgement or receipt thereof by Buyer shall not be deemed to be any acceptance of a variation in the Purchase Order or the Agreement.
Quantity. If Seller delivers more than the quantity of Goods ordered, Buyer may reject all or any excess Goods. Any such rejected Goods shall be returned to Seller at Seller's sole risk and expense. If Buyer does not reject the Goods and instead accepts the delivery of Goods at the increased or reduced quantity, the Price for the Goods shall be adjusted on a pro-rata basis.
Shipping Terms. All Goods shall be delivered DDP (Delivery Duty Paid) as defined in the most recent edition of Incoterms, to the location specified in the Purchase Order. To the extent that the terms of DDP conflict with these Terms, these Terms shall prevail. The Purchase Order number must appear on all shipping documents, shipping labels, bills of lading, air waybills, invoices, correspondence and any other documents pertaining to the Purchase Order.5. Title and Risk of Loss. Title and risk of loss pass to Buyer upon delivery of the Goods at the Delivery Point.6. Inspection and Rejection of Nonconforming Goods. Seller shall inspect the Goods prior to shipment to ensure they are in full conformity with the Purchase Order and applicable specifications. Buyer has the right to inspect the Goods on or after the Delivery Date. Buyer, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. If Buyer rejects any portion of the Goods, Buyer has the right, effective upon written notice to Seller, to: (a) rescind this Agreement in its entirety; (b) accept the Goods at a reasonably reduced price; or (c) reject the Goods and require replacement of the rejected Goods. If Buyer requires replacement of the Goods, Seller shall, at its expense, within seven (7) days, replace the nonconforming or defective Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective goods and the delivery of replacement Goods. If Seller fails to timely deliver replacement Goods, Buyer may replace them with goods from a third party and charge Seller the cost thereof and terminate this Agreement for cause pursuant to Section 17. Any inspection or other action by Buyer under this Section shall not reduce or otherwise affect Seller's obligations under the Agreement, and Buyer shall have the right to conduct further inspections after Seller has carried out its remedial actions.
Price. The price of the Goods and Services is the price stated in the Purchase Order (the "Price"). Unless otherwise specified in the Purchase Order, the Price includes all packaging, freight/transportation costs to the Delivery Point, insurance, customs duties and fees and applicable taxes, including, but not limited to, all sales, use or excise taxes. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of Buyer. Buyer shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase set out in the Purchase Order customarily granted by the Seller.
Payment Terms. Seller shall issue an invoice to Buyer on or any time after the completion of delivery and only in accordance with these Terms. Unless otherwise agreed in writing between Buyer and Seller, Buyer shall pay all properly invoiced amounts due to Seller within ninety (90) days after Buyer's receipt of such invoice, except for any amounts disputed by Buyer in good faith. All payments hereunder must be in US dollars in accordance with the Purchase Order. Without prejudice to any other right or remedy it may have, Buyer reserves the right to set off at any time any amount owing to it by Seller against any amount payable by Buyer to Seller.
Seller's Obligations Regarding Services. Seller shall:
(a) before the date on which the Services are to start, obtain, and at all times during the term of this Agreement, maintain, all necessary licenses and consents and comply with all relevant laws applicable to the provision of the Services;
(b) comply with all rules, regulations and policies of Buyer, including security procedures concerning systems and data and remote access thereto, building security procedures, and general health and safety practices and procedures;
(c) maintain complete and accurate records relating to the provision of the Services under this Agreement, including records of the materials used by Seller in providing the Services in such form as Buyer shall approve. During the term of this Agreement and for a period of three (3) years thereafter, upon Buyer's written request, Seller shall allow Buyer to inspect and make copies of such records and interview Seller personnel in connection with the provision of the Services;
(d) obtain Buyer's written consent, which may be given or withheld in Buyer's sole discretion, prior to entering into agreements with or otherwise engaging any person or entity, including all subcontractors and affiliates of Seller, other than Seller's employees, to provide any Services to Buyer (each such approved subcontractor or other third party, a "Permitted Subcontractor"). Buyer's approval shall not relieve Seller of its obligations under the Agreement, and Seller shall remain fully responsible for the performance of each such Permitted Subcontractor and its employees and for their compliance with all of the terms and conditions of this Agreement as if they were Seller's own employees. Nothing contained in this Agreement shall create any contractual relationship between Buyer and any Seller subcontractor or supplier;
(e) require each Permitted Subcontractor to be bound in writing by the confidentiality provisions of this Agreement;
(f) ensure that all persons, whether employees, agents, subcontractors, or anyone acting for or on behalf of the Seller, are properly licensed, certified or accredited as required by applicable law and are suitably skilled, experienced and qualified to perform the Services;
(g) ensure that all of its equipment used in the provision of the Services is in good working order and suitable for the purposes for which it is used, and conforms to all relevant legal standards and standards specified by the Buyer; and
(h) keep and maintain any Buyer equipment in its possession in good working order and shall not dispose of or use such equipment other than in accordance with the Buyer's written instructions or authorization.
Change Orders. Buyer may at any time, by written instructions and/or drawings issued to Seller (each a "Change Order"), order changes to the Services. Seller shall within five (5) business days of receipt of a Change Order submit to Buyer a firm cost proposal for the Change Order. If Buyer accepts such cost proposal, Seller shall proceed with the changed services subject to the cost proposal and the terms and conditions of this Agreement. Seller acknowledges that a Change Order may or may not entitle Seller to an adjustment in the Seller's compensation or the performance deadlines under this Agreement.
Warranties.
(a) Seller warrants to Buyer that for a period of twelve (12) months from the Delivery Date, all Goods will:
(a.1) be free from any defects in workmanship, material and design;
(a.2) conform to applicable specifications specified by Buyer and agreed to by Seller;
(a.3) be fit for their intended purpose and operate as intended;
(a.4) be merchantable;
(a.5) be free and clear of all liens, security interests or other encumbrances; and
(a.6) not infringe or misappropriate any third party's patent or other intellectual property rights.
These warranties survive any delivery, inspection, acceptance or payment of or for the Goods by Buyer.
(b) Seller warrants to Buyer that it:
(b.1) has complied with all applicable statutory requirements and all regulations relating to the production, manufacturing, repairing, pricing, transporting and delivery of the Goods in all relevant jurisdictions where such activities have taken place;
(b.2) shall perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with best industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement;
(b.3) it has not given any commissions, payments, kickbacks, gifts of substantial value, excessive entertainment or bribes to any employee of Buyer in order to obtain any Purchase Order
(c) the warranties set forth in this Section 11 are cumulative and in addition to any other rights or remedies provided by law or equity. Any applicable statute of limitations runs from the date of Buyer's discovery of the noncompliance of the Goods or Services with the foregoing warranties.
(d) If Buyer gives Seller notice of noncompliance pursuant to this Section, the Seller shall, within forty-eight (48) hours of request of Buyer (and at Buyer’s sole discretion) either replace or repair any defective Goods and take such steps as Buyer may require to satisfy Buyer that replacement Goods or repaired Goods comply with the requirements of the Terms. The Seller shall guarantee such replacement or repaired Goods for the period of twelve (12) months from the date of acceptance thereof by Buyer. If Seller fails to replace such defective Goods within this timeframe or is unable to do so, Buyer may do so itself or procure comparable Goods from a third party supplier. In such event, Seller shall reimburse Buyer for all costs arising therefrom.
(e) In respect of any Goods which are manufacturing equipment or other equipment, and components thereof, the Seller guarantees that spare parts and components shall be available for purchase at reasonable market rates for a period of ten (10) years from the date of delivery, and in the event that it cannot make such parts available, it will upon demand promptly provide copies of drawings, patterns and specifications to Buyer on a royalty free basis to enable Buyer to have such spare parts or components manufacture
General Indemnification. Seller shall defend, indemnify and hold harmless Buyer and its subsidiaries, affiliates, successors or assigns and their respective directors, officers, shareholders and employees (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, the cost of enforcing any right to indemnification hereunder, and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with (a) the Goods and Services purchased from Seller; (b) Seller's negligence or willful misconduct; or (c) breach of these Terms. Seller shall not enter into any settlement without Buyer's prior written consent.
Intellectual Property
(a) All designs, samples, patterns, drawings or specifications supplied by Buyer to Seller in connection with the Agreement (collectively, “Documents”) (together with any modifications, alterations, adaptations or changes to the Documents) made available by Buyer to Seller in connection with the Agreement shall be and remain the property of Buyer but shall be at the risk of the Seller until delivery and acceptance of the Goods, performance and acceptance of the Services or the return of the Documents whichever shall be the later. All Documents shall be treated as confidential information in accordance with Section 18 hereof.
(b) Seller shall, at its expense, defend, indemnify and hold harmless Buyer and any Indemnitee against any and all Losses arising out of or in connection with any claim that Buyer's or Indemnitee's use or possession of the Goods or use of the Services infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. In no event shall Seller enter into any settlement without Buyer's or Indemnitee's prior written consent.
Insurance. During the term of this Agreement and for a period of two (2) years thereafter, Seller shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to:
All policies shall be with financially sound and reputable insurers. Upon Buyer's request, Seller shall provide Buyer with a certificate of insurance from Seller's insurer evidencing the insurance coverage specified in these Terms. The certificate of insurance shall name Buyer as an additional insured. Seller shall provide Buyer with thirty (30) days' advance written notice in the event of a cancellation or material change in Seller's insurance policy. Except where prohibited by law, Seller shall require its insurer to waive all rights of subrogation against Buyer's insurers and Buyer.
Compliance with Law. Seller shall comply with all applicable laws, regulations and ordinances. Seller shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Seller shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Seller. Seller assumes all responsibility for shipments of Goods requiring any government import clearance. Buyer may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.
Termination. In addition to any remedies that may be provided under these Terms, Buyer may terminate this Agreement (a) with immediate effect upon written notice to the Seller, either before or after the acceptance of the Goods or the Seller's delivery of the Services, if Seller has not performed or complied with any of these Terms, in whole or in part and (b) upon ninety (90) days’ prior written notice with or without cause and without payment of any termination fee, liquidated damages or any other cost, charge or expense of any kind or nature. If the Seller becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, then the Buyer may terminate this Agreement upon written notice to Seller. If Buyer terminates the Agreement for any reason, Seller's sole and exclusive remedy is payment for the Goods received and accepted and Services accepted by Buyer prior to the termination.
Waiver. No waiver by Buyer of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Buyer. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Confidential Information.
(a) "Confidential Information" means the terms of this Agreement, any Purchase Order, and documents of any character and the information contained therein, including but not limited to plans, specifications, instructions, data, manuals, electronic media, (such as computer disk, computer programs, data stored electronically), and the like: (i) provided or disclosed to one Party (the "Receiving Party") by or on behalf of the other Party (the "Disclosing Party") in connection with this Agreement and/or any Purchase Order or the Services; (ii) learned by Receiving Party in performing or by virtue of this Agreement or any Accepted Order or the Services; (iii) Work Product; or (iv) access to which is obtained by the Receiving Party through use of a computer system utilized by the Disclosing Party, or a representative of the Disclosing Party, and any copies, printout or displays thereof, including any computer programs and data used by Disclosing Party, or a representative of Disclosing Party which are stored electronically and any and all security code numbers or procedures for gaining access to a computer system used by the Disclosing Party, or a representative of the Disclosing Party. Confidential Information disclosed in documentary or tangible form to the extent practical shall be marked to indicate its confidential nature. In the case of Confidential Information disclosed orally or visually, the Disclosing Party shall confirm in writing the fact and general nature of each disclosure within thirty (30) calendar days after it is made. Confidential Information does not include information that: (a) at the time of receipt by the Receiving Party was already published or was otherwise generally available to the public; (b) subsequent to receipt by the Receiving Party is published or becomes generally available to the public otherwise than through the Receiving Party’s default hereunder; (c) the Receiving Party can demonstrate was rightfully in its possession prior to the time of receipt from the Disclosing Party; (d) becomes known independently to the Receiving Party from any third party who did not acquire it under pledge of secrecy; o, (e) is independently developed by the Receiving Party.
(b) Confidential Information and any rights therein shall be and remain the property of the Disclosing Party.
(c) Seller and Buyer, for itself and on behalf of its officers, employees and agents, each agree: (i) to hold Confidential Information of the other Party in strict confidence and not to disclose any part of it to others, exercising at least the same degree of care as it takes in protecting its own trade secrets (but no less than a reasonable degree of care); (ii) not to disclose Confidential Information of the other Party without the other Party’s prior written consent to any entity or person other than its employees who require disclosure to perform the services in connection with this Agreement; (iii) not to allow any persons or entities other than such employees access to Confidential Information of the other Party, and then only to such employees who are bound by confidentiality restrictions no less stringent than those set forth in these Terms; and (iv) not to make any use not authorized, in writing, in advance by the other Party of Confidential Information of the other Party.
(d) Neither Party shall attempt to gain unauthorized access to any Confidential Information of the other Party and in the event access is obtained, it shall immediately report that fact to the other Party and to the extent possible explain the details of the procedure used to gain such access.
(e) The obligations of this Section 18 shall continue with respect to any Confidential Information for a period of ten (10) years from the later of the (i) date of termination of this Agreement or (ii) the last Purchase Order to expire.
(f) Within thirty (30) days after completion or termination of the Services or termination of this Agreement or upon written request by the Disclosing Party, whichever is earliest, the Receiving Party shall return to the Disclosing Party all Confidential Information of the Disclosing Party (including that generated by or on behalf of Receiving Party which is in the possession of the Receiving Party or its employees or subcontractors and is in tangible form) and all copies thereof, or with the Disclosing Party’s prior written approval the Receiving Party shall destroy the same and certify in writing, such destruction to the Disclosing Party.
(g) If the Receiving Party is required by law, regulation, or judicial order to disclose Confidential Information of the Disclosing Party, the Receiving Party, except to the extent prohibited by law, shall promptly notify the Disclosing Party and cooperate with Disclosing Party to minimize such disclosure and to otherwise protect the confidentiality of such Confidential Information as is required to be disclosed to the maximum extent possible under the relevant circumstances.
(h) Seller and Buyer acknowledge and agree that the Confidential Information and intellectual property contain valuable trade secrets of each other, the disclosure of which would cause the other Party irreparable harm for which monetary compensation would be inadequate. Therefore, the Parties agree that in the event of a breach by the other Party of its nondisclosure obligations under this Agreement it shall be entitled to seek injunctive relief from a court of competent jurisdiction without the need to post any bond or demonstrate actual damages.
Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such party's (the "Impacted Party") failure or delay is caused by or results from the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; and (f) national or regional emergency. The Impacted Party shall promptly give notice of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of thirty (30) days following written notice given by it under this Section 19, the other party may thereafter terminate this Agreement upon written notice.
Assignment. Neither this Agreement nor any Purchase Order is assignable by Seller, in whole or in part, without the prior written consent of Buyer (which consent shall not be unreasonably or untimely withheld), and any attempted assignment without such consent, whether by operation of law or otherwise, shall be void. Buyer may, without consent, assign or transfer this Agreement or any Purchase Order and its rights and obligations hereunder in whole or in part: (a) to the purchaser of (i) all or substantially all of its assets or business or (ii) all or substantially all of its assets or business related to the subject matter of this Agreement; or (b) in connection with a merger or consolidation (or similar transaction) of Buyer, including any change of control transaction. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the successors and assigns of the respective Parties hereto.
Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Governing Law. These Terms, each Purchase Order and the relations and rights of the Parties hereunder are made under and shall be governed by the local laws of the Commonwealth of Pennsylvania (without giving effect to the conflict of law principles thereof), and in the previous regard Seller and Buyer mutually agree that the United Nations Conventions on Contracts for the International Sale of Goods does not apply to this Agreement or Accepted Orders or the sale by Seller to Buyer of the Goods.
Notices. All documents, notices and communications to be given hereunder or in connection herewith shall be in writing, signed (signing may be by an electronic signature) by the Party giving or making the notice or communication and shall be deemed given when: (i) (x) delivered in person or by messenger or (y) sent by electronic mail on the date of receipt of such electronic mail, provided that the sender can and does provide evidence of successful transmission and that such day is a business day (and if it is not, then on the next succeeding business day) or (z) three (3) business days after being deposited in the United States mail in a sealed envelope with sufficient postage affixed, registered or certified, return receipt requested, and (ii) if to Buyer, addressed as set forth below or if to Seller, at the address set forth in the applicable Purchase Order, or, for either Party, to such other addresses or designee(s) as may be hereafter designated by a Party after providing written notice thereof to the other Party:
To Buyer:
The Pittsburgh Paints Co.
500 Cranberry Woods Dr, Suite 300
Cranberry Township, PA 16066
Attn: Chief Procurement Officer
Email: LegalNotices@pittsburghpaints.com
Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Insurance, Compliance with Laws, Confidential Information, Governing Law, and Survival.
Amendment and Modification. These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party.
