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Order terms and conditions
  1. Offer, Acceptance and Conflicting Terms:
    This document is an offer and is neither an expression of acceptance nor a confirmation document. This offer is expressly limited to the terms hereof and will become a binding contract according to its terms and conditions between Buyer and Seller upon Seller’s acceptance hereof. Seller’s commencement of performance of this order or Seller’s written acknowledgement hereof will be effective acceptance. In addition to the terms and conditions set forth in this document this contract shall include any of the following written items specifically incorporated by buyer’s reference herein. Supplemental documents, specifications, notes, instructions, engineer’s notices, technical data, any terms and conditions different from or in addition to the terms and condition of this offer whether or not such different or additional terms and conditions materially alter the terms of this offer are hereby objected to by Buyer and waived by Seller. Any additions to, changes to, modifications of or revision of the terms and conditions of this purchase order proposed by Seller are rejected unless expressly agreed to in writing by Buyer.
  2. Entire Contract, Waiver:
    This contract sets forth the entire understanding of the parties with respect to the subject matter hereof. No waiver or modification of any provision of this contract shall arise or be binding upon buyer unless made in writing duly executed by Buyer’s properly designated representatives, and waiver of any one default shall not waive subsequent defaults.
  3. Prices and Discounts:
    Buyer shall be granted any price reductions applicable that occur after the P.O has been issued and product/service delivered. Within the P.O., this Order is to be filled at prices no higher than those agreed to herein. The Buyer shall not be billed for any extra charges, including without limitation, packaging, storage and handling, unless shown on the face hereof, Buyer’s payment does not constitute acceptance of the goods. Buyer will accept not C.O.D. deliveries. The cash discount period available to Buyer shall run from the date of receipt of an invoice conforming to the instructions herein or receipt of the goods at the agreed destination, whichever occurs last.
  4. Deliver; Performance in Excess or Advance:
    Time is of the essence in this order and deliveries are to be made both in quantities and at time(s) specified herein. If Seller’s deliveries fail to meet schedule, Buyer, without limiting its other rights or remedies, may direct expedited routing and any excess costs incurred thereby shall be at Seller’s expense. Buyer may in accordance with Paragraph 7 (Cancellation) cancel all or part of this order in the event Seller fails to deliver goods (which term throughout this order includes without limitation raw material, components, intermediate assemblies and supplies) or perform services as scheduled. Buyer shall not be liable in the event of cancellation or change in this order for Seller’s commitments or production arrangements in excess of the amount, or in advance of the normal flow time necessary to meet schedule. If goods are delivered in advance of schedule, Buyer may at its option, either (i) return them at Seller’s expense for proper delivers, or (ii) make payment based upon the date that the goods are actually scheduled for delivery but retain the goods, or (iii) place the goods in storage for Seller’s account until the delivery date specified herein.
  5. Risk of Loss:
    Risk of loss shall pass to buyer only upon its receipt or constructive receipt of a conforming delivery at the specified destination.
  6. Changes:
    Buyer may at any time, by written change notice and without notice to sureties, make changes in any of the following: (I) drawings, designs or specifications where the goods to be furnished are to be specifically manufactured for Buyer in accordance therewith, (II) the method of shipment or packing, and (III) the place of delivery. Seller shall comply therewith as soon as possible. If any such change causes an increase or decrease in the cost of, or the time required for, any performance under this order, an equitable adjustment shall be made in the price or delivery schedule, or both, and this order shall be modified accordingly. Any claim by Seller for adjustment under this clause must be asserted if at all, within thirty (30) days from the date of receipt by Seller or the notification of change, provided, however, that Buyer, if it determines in its sole discretion that the facts justify such action, may receive and act upon any such claim asserted at any time prior to finally payment hereunder. Where the cost property made obsolete or excess as a result of a change is included in Seller’s claim for adjustment. Buyer shall have the right to prescribe the manner of disposition of such property. Failure to agree on any claim for equitable adjustment under this clause shall be a dispute and either party may thereupon pursue any remedy, which it may have in any court or competent jurisdiction. Pending the resolution of any such dispute and not withstanding its existence, Seller shall diligently pursue the performance of this order as changes.
  7. Cancellation:
    Buyer reserves the right to cancel this order in whole or in any commercially reasonable part upon the occurrence of any of the following:
    (a) Seller fails to perform any of the provisions of this Purchase Order in any material respect, or
    (b) Seller fails to make reasonable progress so as to endanger performances of this contract in accordance with its terms, or
    (c) Seller becomes insolvent (under any legal definition), or
    (d) Buyer reasonably believes that any of the foregoing has occurred and the Seller cannot give contrary assurance in good faith.

    In the event of a cancellation or other termination of this contract, Buyer’s total obligation shall in no event exceed the contract price stated herein, as it may be adjusted according to Paragraph 6 (Changes) hereof.
  8. Packaging and Labeling:
    All items are to be suitably boxed, wrapped or coated so as to be protected against hazards of shipment, storage and exposure. Different types of merchandise shall be separately packed, and packages shall be labeled to show the number of this Purchase Order, weight and name of item. Itemized packing slips showing the number of this Purchase Order must accompany each delivery. Buyer’s count shall be conclusive in the absence of a packing slip.
  9. Assignment:
    Unless otherwise indicated by the terms of this contract, Seller may not assign or subcontract all or any portion of this order without the prior written consent of Buyer. This limitation shall not apply to the purchase of standard commercial supplies or raw material. Claims for monies due or to become due hereunder may be assigned by Seller, provided that Seller promptly supplies buyer with copies of any such assignment and provided further that payment to an assignee of any sum due hereunder shall be subject to setoff or recoupment by the amount of any present or future claims which Buyer may have against Seller.
  10. Warranty:
    Seller warrants that all services and articles will be merchantable, and will be free from defect in material and workmanship, and will conform to applicable specifications, drawings, or descriptions furnished by Buyer. If Seller is responsible for design of the services(s) or articles(s) according to the performance specifications established by Buyer, Seller warrants that same will be fit and sufficient for the purposes intended by Buyer. Buyer’s approval of designs furnished by Seller shall not relieve Seller of its obligations under this paragraph. The warranties of Seller, together with its service guarantees, shall survive inspection, test and acceptance and shall run to Buyer and its customers. This warranty is in addition to warranties created by operation of law.
  11. Inspections, Tests, Rejection:
    Irrespective of prior payment, all items delivered hereunder will be subject to final inspection and approval at the premises of the Buyer either upon delivery or when operating tests are possible after incorporation into Buyer’s products or equipment. Seller agrees to maintain prudent inspection and quality control systems. If the services or goods ordered herein do not meet the specifications required by this contract or otherwise do not meet requirements of this contract, Buyer shall have the right to reject same in good faith. Goods rightly rejected after delivery may, all at buyer’s option, be returned to Seller either for reimbursement, credit, replacement or correction or be corrected or replaced by Buyer, all at the Seller’s expense including transportation both ways. Buyer may dispose of any such goods in any reasonable manner at its option.
  12. California Law:
    This contract shall be construed and its terms interpreted in accordance with the laws of the State of California.
  13. Taxes:
    Seller’s prices shall be exclusive of any Federal, State or local sales, use or excise taxes levied upon, or measured by, the sale, the sales price, or use of goods in the performance of this order. Seller shall list separately on its invoice any such tax applicable to any such goods, and payable by Buyer with respect to which Buyer does not furnish to Seller evidence of exemption. Seller agrees to comply with any reasonable request by Buyer regarding payments under protest and regarding any refunds, claims, litigation or proceedings with respect to any such taxes and to make appropriate adjustments to afford Buyer the benefit of any refund or reduction in such taxes.
  14. Buyer’s Drawings and Data:
    Seller shall keep confidential all information, drawings, specifications, or data furnished by Buyer and shall not divulge or use such information, drawings, specifications or data for the benefit of any other party, and except as required for the performance of this order, Seller shall not make copies or permit copies thereof to be made without the prior written consent of Buyer. Seller shall thereafter make no further use either directly or indirectly of any such data or of any information derived therefrom without obtaining Buyer’s prior written consent.
  15. Use of Seller’s information:
    Seller agrees that all information herefor or hereafter furnished or disclosed to Buyer by Seller. In connection with the placing or filling of this order. Is furnished or disclosed as a part of the consideration for this order, that such information is not unless otherwise agreed to by Buyer in writing, to be treated as confidential or limiting the use or disclosure of, information so furnished or disclosed.
  16. Disclosure of Contract:
    Seller shall not in any manner advertise or publish the fact that it has furnished, or contracted to furnish, Buyer the goods or services herein purchased without the prior written consent of buyer.
  17. Buyer’s Property:
    Title to Buyer furnished property shall remain in buyer, Seller shall not alter or use such property for any purpose other than that specified by Buyer or for any person other than Buyer, without the prior written consent of buyer. Seller shall keep adequate records respecting such property which shall be made available to buyer upon request, and Seller shall store, protect, preserve, repair and maintain such property in accordance with sound industrial practices, all at Seller’s expense. In the event that Buyer furnished property becomes lost or damaged to any extent while in Seller’s possession, Seller agrees to indemnify Buyer or replace such property at Seller’s expense, in accordance with buyer’s request after notice to buyer. Upon the completion or termination of an order for which buyer furnished property was required, Seller shall request disposition instructions for all such property, or the remainder thereof, whether in its original form or in semi-processed from. Seller agrees to make such property available to Buyer at buyer’s request, in the manor requested by buyer, including preparation, packaging and shipping as directed. Expenses for preparation for shipment will be paid by Seller and shipment shall be made F.O.B. destination.
  18. Excusable Delays:
    Whether a delay in performance is a default and the remedies available therefore shall be governed by the Commercial Code of California.
  19. Compliance with Laws:
    Seller will comply with all valid Federal, State and local laws and all ordinances and regulations applicable to the manufacture, sale delivery and labeling of the goods ordered and in the performance of any work pursuant hereto.
  20. Disputes – Remedies:
    With respect to any dispute arising hereunder, which is not disposed of by agreement, either party may pursue any remedy which it may have in any court of competent jurisdiction. Pending the resolution of any such dispute, Seller shall diligently pursue the performance of this contact. The remedies provided Buyer herein shall be cumulative and in addition to any other remedies provided by law or equity. A failure by buyer to enforce its rights hereunder shall not be deemed a waiver or other rights or the same right as it applies to separate subject matter.
  21. Notice of Labor Disputes:
    Whenever Seller has knowledge that any actual or potential labor dispute is delaying, or threatens to delay the timely performance of this order, Seller shall immediately give written notice thereof, including all relevant information with respect thereto Buyer. Seller agrees to insert the substance of this paragraph including this sentence in any subcontract hereunder.
  22. Patent Indemnity:
    Seller agrees to Indemnify Buyer and its customers against any liability including costs and expenses, for or by reason of any actual or alleged patent infringement arising out of the manufacture, use, sale or disposal of supplies or articles furnished under this Purchase Order, except where such supplies or articles would be normally non-infringing but are rendered infringing, by reason of Seller’s compliance with buyer’s detailed design and stated requirement for specific structure and Seller gives prompt notice of any claim of infringement related thereto.