PURCHASE ORDER TERMS AND CONDITIONS

REV. 9/24/2019

Acceptance – Agreement

Seller’s commencement of work on the goods subject to this purchase order or shipment of such goods, whichever occurs first, shall be deemed an effective mode of acceptance of this purchase order.  Any acceptance of this purchase order is limited to acceptance of the express terms contained on the face and back hereof.   Any proposal for additional or different terms or any attempt by Seller to vary in any degree any of the terms of this offer in Seller’s acceptance is hereby objected to and rejected, but such proposals shall not operate as a rejection of this offer unless such variances are in the terms of the description, quantity, price or delivery schedule of the goods, but shall be deemed a material alteration thereof, and this offer shall be deemed accepted by Seller without said additional or different terms.  If this purchase order shall be deemed an acceptance of a prior offer by Seller, such acceptance is limited to the express terms contained on the face and on the back hereof.  Additional or different terms or any attempt by Seller to vary in any degree any of the terms of this purchase order shall be deemed material and are objected to and rejected, but this purchase order shall not operate as a rejection of the Seller’s offer unless it contains variances in the terms of the description, quantity, price or delivery schedule of the goods.

Termination for Convenience of Purchaser

Purchaser reserves the right to terminate this order or any part hereof for its sole convenience.  In the event of such termination, Seller shall immediately stop all work hereunder, and shall immediately cause any of its suppliers or subcontractors to cease such work.  Seller shall be paid a reasonable termination charge consisting of a percentage of the order price reflecting the percentage of the work performed prior to the notice of termination, plus actual direct costs resulting from termination.  Seller shall not be paid for any work done after receipt of the notice of termination, nor for any costs incurred by Seller’s suppliers or subcontractors which Seller could reasonably have avoided.   Seller shall not unreasonably anticipate the requirements of this order.

Termination for Cause

Purchaser may also terminate this order or any part hereof for cause in the event of any default by the vendor, or if the vendor fails to comply with any of the terms and conditions of this offer.  Late deliveries, deliveries of products which are defective or which do not conform to this order, and failure to provide Purchaser, upon request, with adequate assurances of future performance shall all be causes allowing Purchaser to terminate this order for cause.  In the event of termination for cause, Purchaser shall not be liable to Seller for any amount, and Seller shall be liable to Purchaser for any and all damages sustained by reason of the default which gave rise to the termination.  If it should be determined that Buyer has improperly terminated this contract for default, such termination shall be deeme