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Purchase Order

Terms and Conditions

 Offer. This purchase order ("Order") is an offer by [BUYER NAME] ("[PARTY A]") to [SELLER NAME] ("[PARTY B]") for the purchase of the goods or services specified on the front page this Order (the "Goods").

 Acceptance. This Order is not binding on [PARTY A] until [PARTY B] accepts the Order in writing or starts to perform in accordance with the Order. [PARTY A] may withdraw the Order at any time without liability before it is accepted by [PARTY B].

 Packaging and Shipping

Packaging. [PARTY B] shall pack all goods covered by this order in a manner so as to secure the lowest transportation rates and to meet the carrier's requirements. No charges will be allowed for packing or crating unless stated in this order. Each container must be clearly marked to show quantity, contents, [PARTY A]'s name, [PARTY B]'s part number and the number of this order.

Shipping Terms. [PARTY B] shall provide [PARTY A] with all shipping documents, including the commercial invoice, packing list, air waybill/bill of lading and any other documents necessary to release the Goods to [PARTY A] within one (1) business day after [PARTY B] delivers the Goods to the transportation carrier. The Order number must appear on all shipping documents, shipping labels, bills of lading, air waybills, invoices, correspondence and any other documents pertaining to the Order.

 Delivery

Delivery Date

Specified Delivery Date. [PARTY B] shall deliver the Goods in the quantities and on the date(s) specified in the Order or as otherwise agreed in writing by the parties (the "Delivery Date").

No Delivery Date. If no delivery date is specified, [PARTY B] shall deliver the Goods within five (5) days of [PARTY B]'s receipt of the Order.

Failure to Timely Deliver. If [PARTY B] fails to deliver the Goods in full on the Delivery Date, [PARTY A] may terminate the Order immediately by providing written notice to [PARTY B] and [PARTY B] shall indemnify [PARTY A] against any losses, claims, damages, and reasonable costs and expenses directly attributable to [PARTY B]'s failure to deliver the Goods on the Delivery Date.

Delivery Location. [PARTY B] shall deliver all Goods to the address specified in this Order (the "Ship Location") during [PARTY A]'s normal business hours or as otherwise instructed by [PARTY A].

 Inspection and Rejection of Nonconforming Goods

Inspection. [PARTY A] has the right to inspect the Goods on or after the Delivery Date. [PARTY A], 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.

Rejection. If [PARTY A] rejects any portion of the Goods, [PARTY A] has the right, effective upon written notice to [PARTY B], to:

rescind the Order in its entirety;

accept the Goods at a reasonably reduced price; or

reject the Goods and require replacement of the rejected Goods.

Replacement

Obligation to Replace. If [PARTY A] requires replacement of the Goods, [PARTY B] shall, at its expense, within five (5) days replace the nonconforming 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.

Failure to Replace. If [PARTY B] fails to timely deliver replacement Goods, [PARTY A] may replace them with goods from a third party, charge [PARTY B] the cost thereof, and terminate the Order. Any inspection or other action by [PARTY A] under this Section shall not reduce or otherwise affect [PARTY B]'s obligations under the Order, and [PARTY A] shall have the right to conduct further inspections after [PARTY B] has carried out its remedial actions.

 Price

Order Price. The price of the Goods is the price stated in the Order (the "Price"). If no price is included in the Order, the Price shall be the price set out in [PARTY B]'s published price list in force as of the date of the Order.

Price Inclusive of All Costs. Unless otherwise specified in the Order, the Price includes all packaging, transportation costs to the Ship Location, insurance, customs duties and fees and applicable taxes, including, but not limited to, all sales, use or excise taxes.

Price Changes. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of [PARTY A].

Most Favored Customer. [PARTY B] represents and warrants that the price for the Goods is the lowest price charged by [PARTY B] to any of its external buyers for similar volumes of similar Goods. If [PARTY B] charges any other buyer a lower price, [PARTY B] must apply that price to all Goods under the Order. If [PARTY B] fails to meet the lower price, [PARTY A], at its option, may terminate the Order without liability.

 Payment Terms

Invoice. [PARTY B] shall issue an invoice to [PARTY A] on or any time after the completion of delivery and only in accordance with the Terms.

Payment. [PARTY A] shall pay all properly invoiced amounts due to [PARTY B] within thirty (30) days after [PARTY A]'s receipt of such invoice, except for any amounts disputed by [PARTY A] in good faith.

Currency. All payments will be made in US dollars.

Payment Disputes. In the event of a payment dispute, [PARTY A] shall deliver a written statement to [PARTY B] no later than thirty (30) days prior to the date payment is due on the disputed invoice listing all disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed are deemed accepted and must be paid, notwithstanding disputes on other items, within the period set forth in this section. The parties shall seek to resolve all such disputes expeditiously and in good faith. [PARTY B] shall continue performing its obligations under the Order notwithstanding any such dispute.

Set-off. Without prejudice to any other right or remedy it may have, [PARTY A] reserves the right to set off at any time any amount owing to it by [PARTY B] against any amount payable by [PARTY A] to [PARTY B] under the Order.

Changes. [PARTY A] may at any time make changes in shipping and packing instructions, quantities, drawings, designs, specifications, place of delivery and/or delivery schedules, for which an appropriate adjustment to the order shall be made.

 Warranties

Product Warranties. [PARTY B] warrants to [PARTY A] that for a period of twelve (12) months from the Delivery Date, all Goods will:

be free from any defects in workmanship, material, and design;

conform to applicable specifications, drawings, designs, samples and other requirements specified by [PARTY A];

be fit for their intended purpose and operate as intended;

be merchantable;

be free and clear of all liens, security interests or other encumbrances; and

not infringe or misappropriate any third party's patent or other intellectual property rights.

Survival of Warranties. These warranties survive any delivery, inspection, acceptance or payment of or for the Goods by [PARTY A]. Any applicable statute of limitations runs from the date of [PARTY A]'s discovery of the noncompliance of the Goods with the foregoing warranties.

 Publicity. [PARTY B] shall not use the name of [PARTY A] in any advertising or publicity, nor make any news release, public announcement, denial or confirmation of the Order, or any part or any phase of the Order, without the prior written approval of [PARTY A].

 Termination

Termination on Notice. [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE] business days’ notice to [PARTY B].

Termination on Material Breach. [PARTY A] terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if:

[PARTY B] commits any material breach or material default in the performance of this agreement, and

the breach or default continues for a period of [BREACH CONTINUATION DAYS] business days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach or default.

Termination on Insolvency. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], on [PARTY B]'s insolvency, bankruptcy, receivership, dissolution, or liquidation.

 Indemnification. [PARTY B] shall pay [PARTY A] for any losses, damages, settlements, and expenses (including reasonable attorneys' fees) incurred by [PARTY A] arising out of, or resulting in any way from any defect in the goods or services purchased hereunder, or from any act or omission of [PARTY B], its agents, employees or subcontractors.

1.  Limitation on Liability

1.1. [PARTY A] Liability. The [PARTY A] will not be liable for breach-of-contract damages suffered by the [Party B] that are remote or speculative, or that the [PARTY A] could not reasonably have foreseen on entry into this argeement."

1.2. Maximum Liability. The [PARTY A]'s liability under this agreement will not exceed $[PARTY A MAXIMUM LIABILITY].

1.3. Excluded Claims. The [PARTY A] will not be liable for losses due to any claims arising out this agreement and relating to [EXCLUDED CLAIMS SCOPE].

1.  Limitation on Liability

1.1. [PARTY A] Liability. The [PARTY A] will not be liable for breach-of-contract damages suffered by the [PARTY B] that are remote or speculative, or that the [PARTY A] could not have reasonably have foreseen on entry into this agreement.

1.2. Maximum Liability. The [PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

1.  Mutual Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

 Limitation on Liability.

 Mutual Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

 Maximum Liability

[PARTY B]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

[PARTY B]'s liability under this agreement will not exceed the total amount paid by [PARTY A] to [PARTY B] under this agreement over the six months preceding the claim giving rise to the liability.

1.  Limitation on Liability

1.1. Mutual Limitation on Liability. Neither Party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not have foreseen on entry into this agreement.

1.2. Maximum Liability

(a) The [PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

(b) The [PARTY B]'s liability under this agreement will not exceed the total amount paid to the [PARTY B] over the six months preceeding the claim giving rise to liability.

1.3. Excluded Claims

(a) The [PARTY A] will not be liable for losses due to any claims arising out of this agreement and related to [PARTY A EXCLUDED CLAIMS SCOPE].

(b) The [PARTY B] will not be liable for losses due to any claims arising out of this agreement and related to[PARTY B EXCLUDED CLAIMS SCOPE].

General Provisions

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by laws of the State of [GOVERNING LAW STATE].

Governing Law.

Applicable Law. This agreement will be governed by and construed in accordance with the substantive laws in force in:

the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or

Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or

England, if a license to the Software is purchased when you are in any jurisdiction not described above.

Jurisdiction. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement.

United Nations Convention on Contracts. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Governing Law. This agreement shall be governed, construed, and enforced in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

Assignment. The [PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without the [PARTY A]'s prior written consent. The [PARTY A] may assign this agreement or any of its rights or obligations under this agreement, effective upon Notice to the [PARTY B].

Assignment. [PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s prior written consent. [PARTY A] may assign this agreement or any of its rights and obligations under this agreement, effective upon Notice to [PARTY B],

to any subsidiary or affiliate, or

in connection with any sale, transfer, or other disposition of all or substantially all of its business or assets but only if the assignee assumes all of [PARTY A]'s obligations.

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.

Assignment and Successors

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.

Successors. This agreement benefits and binds the parties and their respective heirs, successors, and permitted assigns.

Entire Agreement. This agreement (together with the documents [referred to in this Agreement] [listed on Exhibit A]) constitute(s) the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations and understandings of the parties, written or oral.

Entire Agreement. This agreement, together with the attached exhibits and schedules, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, understandings, inducements, or conditions between the parties[, other than the Confidentiality Agreement]. This agreement supersedes anyinconsistent course of performance or usage of the trade.

Entire Agreement. This agreement contains all the terms agreed to by the parties relating to its subject matter. It replaces all previous discussions, understandings, and agreements.

Notices

Form of Notice. All notices and other communications between the parties must be in writing.

Method of Notice. All notices must be given by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

Receipt of Notice. A notice given in accordance with this agreement will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth business day following mailing. 

Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Overview

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