Acceptance: Any acceptance of this purchase order is limited to acceptance of the express terms contained on the face and back hereof.  Any additional or different terms on any attempt by the Seller to vary in any degree of the terms of this purchase order is hereby objected to and rejected, but such proposals shall not operate as a rejection of this purchase order unless such variances are 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 be paid a reasonable restocking charge plus all costs of shipping this order if;

  1. Seller has segregated the order within its warehouse, or
  2. Seller has segregated the order and actually shipped the order or a part thereof prior to receipt of the termination of the order.

Termination for Cause:  Purchaser may also terminate this order or any part hereof for cause in the event of any default by the Seller, or if the Seller fails to comply with any of the terms and conditions of this purchase order.  Late deliveries, deliveries of products which are defective or which do not conform to this order, and failure to provide Purchaser, upon request, of reasonable 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 reasons of the default which gave rise to the termination.
Proprietary Information – Confidentiality – Advertising: Seller shall consider all information furnished by Purchaser to be confidential and shall not disclose any such information to any other person, or use such information itself for any purpose other than performing this contract.  Seller shall not advertise or publish the fact that Purchaser has contracted to purchase goods from Seller, nor shall any information relating to the order be disclosed without Purchaser’s written permission.
Warranty: Seller expressly warrants that all goods or services furnished under this Agreement shall conform to all specifications and appropriate standards, will be new, and will be free from all defects in materials or workmanship.  Seller warrants that such goods or services will conform to any and all statements made on the containers or labels or advertisements for such goods, or services; and that all goods will be adequately contained, packaged, marked and labeled.  Seller warrants that goods or services furnished will conform in all respects to samples.  Inspection, test, acceptance or use of the goods or services furnished hereunder shall not affect the Seller’s obligations under this warranty, and such warranties shall survive inspection, test, acceptance and use.  Seller’s warranty shall run to Purchaser, its successors, assigns and customers, and users of products sold by Purchaser.  Seller agrees to replace, or correct defects of, any goods or services not conforming to the foregoing warranty, promptly, without any expense to Purchaser when notified of such nonconformity by Purchaser, provided Purchaser elects to provide Seller the opportunity to do so.  In the event of failure of Seller to correct defects in or replace nonconforming goods or services promptly, Purchaser, after reasonable notice to Seller, may take such corrections or replace such goods and services in a commercially reasonable manner and charge Seller for the cost incurred by Purchaser in doing so.  It is expressly understood that all of the materials supplied hereunder shall conform to and shall be in accordance with materials specified for use under Cooling Tower Institute (CTI) Standards.
Price Warranty: Seller warrants that the prices for the articles sold to Purchaser hereunder are not less favorable than those currently extended to any other customer for the same or similar articles in similar quantities.  In the event Seller reduces its price for any such article during the term of his order, Seller agrees to reduce the prices hereof accordingly.  Seller warrants that prices shown on this purchase order shall be complete, and no additional charges include, but are limited to, shipping, packaging ,labeling, custom duties, taxes, storage, insurance, boxing and crating,.  If Seller’s prices are higher than the prices specified herein, Seller must not ship but shall return purchase order to Purchaser.
Force Majeure: Purchaser may delay delivery or acceptance occasioned by causes beyond its control.  Seller shall hold such goods at the direction of the Purchaser and shall deliver them when the cause affecting the delay has been removed.  Purchaser shall be responsible only for the Seller’s direct  additional beyond  Purchaser’s control shall include government action or failure of the government to act where such action is required, strike or other labor trouble, fire, or unusually severe weather.
Seller agrees that it will not release to any person, details, specifications, drawings, blueprints or designs of any article or component thereof which have been supplied to Seller by Purchaser and which components have been manufactured by Seller to Purchaser’s specification.
Insurance: In the event that Seller’s obligations hereunder require or contemplate performance of services by Seller’s employees, or persons under contract to Seller, to be done on Purchaser’s property, or property of Purchaser’s customers, the Seller agrees that all such work shall be done a an independent contractor and that the persons doing such work shall not be considered employees of the Purchaser.  Seller shall maintain all necessary insurance coverage, including public liability, automobile liability and Workmen’s Compensation Insurance.  Seller shall indemnify and hold harmless and defend Purchaser from and against any and all claims or liability arising out of the work covered by his paragraph.
Indemnification: Seller shall defend, indemnify and hold harmless the Purchaser from and against all damages, claims, or liabilities and expenses (including reasonable attorney’s fee) arising out of or resulting in any way from any defects in the goods or services purchased thereunder, or from any act or omission of Seller, its agents or customers for alleged patent infringement, as well as for any unfair competition resulting from similarity in design, trademark, or appearance of goods or services furnished hereunder.
Changes: Purchaser shall have the right at any time to make changes in drawings, designs, specifications, materials, packaging tine and place of delivery and method of transportation, if any such changes cause an increase or decrease in the cost, or the time required for the performance, an equitable adjustment shall be made and this agreement shall be modified by change order in writing.  Seller agrees to accept such changes subject to this paragraph.
Inspection/Testing:  Payments for the goods delivered, hereunder shall not constitute acceptance thereof, Purchaser shall have the right to inspect such goods and reject any or all of said goods which are in Purchaser’s judgment defective or nonconforming.  Goods rejected and goods supplied in excess of quantities called for herein may be returned to Seller at its expense and, in addition to Purchaser’s other rights.  Purchaser may charge Seller all expenses of unpacking, examining, repacking and reshipping such goods. In the event Purchaser receives goods whose defect or nonconformity is not apparent or examination, Purchaser reserves the right to require replacement, as well as payment of damages.  Replacement of materials will not be accepted unless such replacement has been authorized.  Nothing contained in this purchase order shall relieve in any way the Seller from the obligation of testing, inspection and quality control.
Entire Agreement: This purchase order and any documents referred to on the face hereof, constitute the entire agreement between the parties.
Assignments and Subcontracting:  No part of this order may be assigned or subcontracted without the prior written approval of Purchaser.
Set Off:  All claims for money due or to become due from Purchaser shall be subject to deduction or set off by the Purchaser by reason of any counterclaim, arising out of this or any other transaction with Seller.
Shipment:  If in order to comply with Purchaser’s required delivery date it becomes necessary for Seller to ship by a more expensive way than specified in this purchase order, any increased transportation costs resulting therefrom shall be paid for by Seller unless the necessity or request for such rerouting or expedited handling has been caused by Purchaser.  Do not ship prior to any specified date unless otherwise notified by Purchaser.  Material will not be accepted unless tagged or marked with our Order Number and quantity as embodied in this order.  If Seller’s deliveries fail to meet the schedule shipments, it is understood that the Seller will allow the difference between the freight and express rate in the event Seller is unable to make delivered in time to meet Purchaser’s requirement.ss Purchaser reserves the right to modify or cancel this order with no charge to Purchaser.  It is also understood and agreed that Seller grants the Purchaser the right at any time to specify the carrier and/or the method of transportation to be employed in conveying any part or all transportation cost from the normal transportation cost agreed upon herein.  Shipment of merchandise under this order is Seller’s guarantee of full compliance with all applicable provisions of federal, state and municipal law, and Seller agrees to hold Purchaser harmless from all liability resulting from failure of such compliance.  Our count and weight shall be final and conclusive on shipments not accompanied by a packing list.  It is s also agreed Seller shall mail invoice immediately after each shipment is made, invoice shall be DUPLICATE and shall bear Purchaser’s order number, part number and amount of material shipped.
Waiver: Purchaser’s failure to insist on performance of any of the terms and conditions herein or to exercise any right or privilege or Purchaser’s waiver of any breach thereunder shall not thereafter waive any other terms, conditions, or privileges, whether of the same or similar type.
Delivery:  Time is of the essence of this contract, and if delivery of items or rendering of services is not completed by the time promised, Purchaser reserves the right without liability in addition to its other rights and remedies to terminate this contract by notice effective when received by Seller as to items not yet shipped or services no yet rendered and to purchase substitute items and services elsewhere and charge Seller with any loss incurred.
Limitation of Purchaser’s Liability:  IN no event shall purchaser be liable for anticipated profits or for incidental or consequential damages.  Purchaser’s liability on any claim of any kinds for any loss or damage arising out of or in connection with or resulting from this agreement or from the performance or breach thereof shall in no case exceed the price allocable to the goods or services or until thereof which gives rise to the claim.  Purchaser shall not be liable for penalties of any description.  Any action resulting from any breach on the part of Purchaser as to the goods or services delivered hereunder must be commenced within one year after the cause of the action has accrued.
Equal Employment Opportunity:  The Seller agrees to comply with the application provisions and situation of all Federal and State laws regulating Equal Opportunity, including sever (7) paragraphs in Section 202 of Executive Order 11246, as amended ad 41CFR, Part 60-1.  This commitment to EEO shall be effective as of the date of this Purchase Order.