PURCHASE ORDER TERMS AND CONDITIONS

1. Unless otherwise stated within the body of the Purchase Order, shipments are FOB Destination and Seller is responsible for loss or damage to material covered by this Purchase Order until delivered and unloaded at destination in accordance with the shipping instructions.
2. Seller specifically obligates himself to Buyer in the following respects: a) to indemnify Buyer against and hold Buyer (including its officers, agents, employees and affiliates) harmless from any and all claims, suits, liability, expense, or damage for any alleged or actual infringement or violation of any patent or patent right arising in connection with this Purchase Order and anything done thereunder; b) to indemnify Buyer against and hold Buyer (including its officers, agents, employees and affiliates) harmless from any and all claims, suits, or liability for injuries to property, injuries to persons, including death, and from any and all other claims, suits, or liability on account of any act or omission, willful misconduct or negligence on the part of the Seller or Buyer and their respective officers, agents, employees and affiliates.
3. Seller understands that time is of the essence. Failure of Seller to furnish materials within the scheduled time and at the agreed upon price as called for on the face of this Purchase Order shall give Buyer the right to cancel any undelivered balance of this order without additional charge to the Buyer. In such an event Seller may also be subject to back charges and or other expenses as incurred by the Buyer.
4. Unless otherwise stated this Purchase Order price includes all applicable Federal, State and local taxes of any nature.
5. Seller expressly warrants that all material and work covered by this order will conform to the specifications furnished to Seller or specified by Buyer, and will be merchantable, of good material and workmanship, free from latent defect and sufficient for the purposes for which it is ordered by the Buyer.
6. Seller shall provide and maintain at all times during the performance of this Purchase Order: a) Worker’s Compensations and Employer’s Liability insurance for protection of Seller’s employee’s; b) Public Liability, Property Damage and Contractual Liability Insurance so as to protect the Seller and Buyer from any and all claims for damages which might result from activities and operations under this order, which insurance shall not be less than $1,000,000 per occurrence against liability for damages because of injuries, including death, suffered by persons other than employees of the Seller and in an amount not less than $100,000 per occurrence against liability for damage to property. The Seller shall furnish upon receipt of this Purchase Order satisfactory evidence that such insurance is in force and shall name the Buyer as additional insured under the policy. Failure to provide and maintain such coverage and evidence thereof shall be deemed sufficient cause for Buyer to hold payment against this order until such coverage is provided and verified.
7. Seller is required to comply fully with any and all state and federal safety regulations which may be applicable to the services provided under this Purchase Order. Seller agrees to indemnify and hold harmless the Buyer from an claims, damages, assessments, penalties or fines, including attorneys fees, resulting from alleged or actual violations of such regulations by the Seller or its agents.
8. The Buyer may cancel this Purchase Order at any time prior to shipment. In the event of cancellation Buyer will be responsible for reimbursing Seller for its documented costs up to the point of cancellation.
9. All invoices, correspondence and other documents related to or based on this Purchase Order must reference the Purchase Order number. Failure to reference this number will be sufficient cause for the invoice or other document to be returned to the Seller unpaid or unprocessed by the Buyer until such time as the item is corrected.
10. Any and all changes to this Purchase Order must be issued in writing by the Buyer.
11. The Seller waives all rights of mechanics, sellers or materialmans liens in relation to the materials or services provided under this Purchase Order.
12. Buyer reserves the right to with hold funds due under this Purchase Order due to shortages, back orders, damaged goods, incomplete or incorrect work, non functional merchandise, errors or omissions or failure to adhere to specifications.
13. Buyer may cancel this Purchase Order without recourse on the part of the Seller in the event of any of the following occurring: a) insolvency by the Seller; b) the filing by seller of a voluntary petition for bankruptcy; c) the filing of an involuntary petition to have the Seller declared bankrupt; d) the appointment of a Receiver or Trustee for Seller; e) the execution by the Seller of an assignment for the benefit of creditors.
14. Seller may not assign or subcontract this Purchase Order or any of the work herein without the written consent of the Buyer.
15. This Purchase Order is issued per the laws and regulations of the state in which the Purchaser is incorporated. Any legal action associated with this Purchase order will be subject to the venue and jurisdiction of that state.