Business Order Document

Business Order Document

Order Number:    Order Date:

Parties

Purchaser Name:

Supplier Name:

Recitals

WHEREAS, Purchaser desires to procure certain goods and/or services described in this Business Order Document and Supplier has represented that it is able and willing to supply such goods and/or perform such services in accordance with the terms set forth below;

WHEREAS, the Parties wish to set forth the terms, conditions, and specifications governing the purchase, delivery, inspection, and payment for such goods and/or services;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

Scope of Work and Order Details

Delivery Method: Pick-up Courier Freight

Itemized Order

The following items are ordered by Purchaser. Quantities and descriptions are binding unless Supplier notifies Purchaser in writing of any discrepancy within five (5) business days after receipt of this Order.

Payment Terms

Purchaser shall pay Supplier the Total Amount Due in accordance with the schedule below. Any payment made shall be applied first to accrued late fees, then to principal outstanding.

Late Payment Fee: Purchaser shall pay interest on any overdue amount at the lesser of (a) per month, or (b) the maximum rate permitted by applicable law. Interest shall accrue daily from the due date until paid in full.

Term and Termination

This Order commences on and continues until unless earlier terminated in accordance with this section.

Either Party may terminate this Order for convenience upon providing written notice to the other Party at least days prior to the effective termination date. Either Party may terminate immediately for cause upon written notice if the other Party materially breaches this Order and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Supplier shall cease work and deliver to Purchaser all completed Goods and deliverables, and Purchaser shall pay Supplier for all conforming Goods and Services performed and accepted through the effective termination date, less any setoffs or deductions permitted under this Order.

Confidentiality

Each Party acknowledges that it may receive Confidential Information of the other Party. "Confidential Information" means non-public information disclosed in written, electronic, or oral form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each Party agrees: (a) to protect Confidential Information with the same degree of care it uses to protect its own similar confidential information but in no event less than reasonable care; (b) not to use Confidential Information for any purpose other than performing obligations or exercising rights under this Order; and (c) not to disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this section. Confidential Information does not include information that: (i) is or becomes publicly available through no breach by the receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other Party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing Party gives prompt notice and cooperates to seek a protective order or other remedy.

Inspection and Acceptance

Purchaser shall inspect delivered Goods and notify Supplier within days of delivery of any nonconformity. Failure to provide timely notice shall constitute acceptance of the delivered Goods. Supplier shall, at its expense, promptly repair or replace nonconforming Goods upon receipt of notice.

Warranty

Supplier warrants that all Goods and Services furnished under this Order shall: (a) conform to the specifications and descriptions set forth herein; (b) be free from material defects in workmanship and materials; and (c) be fit for the intended purpose. The warranty period shall be as specified in the Scope of Work or, if not specified, shall be ninety (90) days from acceptance.

Indemnification and Limitation of Liability

Supplier shall indemnify, defend, and hold harmless Purchaser and its officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of Supplier's negligence, willful misconduct, or breach of its obligations under this Order. Neither Party shall be liable to the other for consequential, incidental, special, or punitive damages except in cases of gross negligence or willful misconduct.

Governing Law and Dispute Resolution

This Order shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The Parties shall attempt in good faith to resolve any dispute arising under this Order through negotiation. If negotiation fails, the Parties submit to the exclusive jurisdiction of the state and federal courts located in the governing law state named above.

Entire Agreement

This Order, including any attachments and documents expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No amendment shall be binding unless made in writing and signed by authorized representatives of both Parties.

Notices

All notices required or permitted under this Order shall be in writing and shall be delivered to the addresses listed in the Parties section or to such other address as either Party may designate by notice. Notices shall be effective upon personal delivery, two (2) business days after deposit with a nationally recognized overnight courier, or five (5) business days after deposit in the United States mail, certified or registered, postage prepaid.

Miscellaneous

The Parties are independent contractors. Nothing in this Order shall create a partnership, joint venture, employment, or agency relationship. If any provision of this Order is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings in this Order are for convenience only and shall not affect interpretation.

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