Business Ordering Guide

Business Ordering Guide

Supplier Name:     Client Name:

Supplier Address:

RECITALS

WHEREAS, Supplier is engaged in the business of manufacturing, supplying and fulfilling orders for the goods and services described herein and has capacity to accept orders under the terms set forth below; and

WHEREAS, Client desires to procure such goods and services from Supplier pursuant to the terms of this Business Ordering Guide and the specific purchase orders issued in accordance with this Guide; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

SCOPE OF WORK

Supplier will provide goods and related services as specified on each accepted Purchase Order. The detailed description of goods, technical specifications, and any installation or ancillary services shall be set forth in the Scope of Work below or in referenced purchase orders.

ORDERING PROCEDURES

1. Purchase Orders. Client shall submit Purchase Orders referencing this Business Ordering Guide. Each Purchase Order must include: Purchase Order Number, Item SKU, Description, Quantity, Unit Price, Requested Delivery Date, and Ship-to address. Supplier's acceptance is effective upon written acceptance or commencement of performance.

2. Minimum Order Quantity: units per item unless otherwise agreed in writing.

3. Lead Time: Standard lead time from Supplier acceptance to shipment is calendar days unless otherwise specified in the Purchase Order.

4. Price Validity: Quoted prices are firm for days from quote date, after which Supplier may adjust pricing due to material, labor, or regulatory cost changes.

ORDER FORM TEMPLATE

Use the following template for each Purchase Order line item.

PAYMENT TERMS

Total Contract Value:

Wire transfer    Credit card    Check

Late Payment Fee: % per month on any past due balance, compounded monthly to the extent permitted by law.

TERM AND TERMINATION

This Guide is effective as of and shall remain in effect until unless earlier terminated in accordance with this section.

Either party may terminate for convenience upon days' written notice. Either party may terminate for material breach if the breach is not cured within days after written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that it may receive confidential, proprietary or trade secret information of the other party ("Confidential Information"). Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for performance under this Guide; and (c) not disclose Confidential Information except to employees, agents or subcontractors who have a need to know and are bound to confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available other than by breach of this Guide, or information lawfully obtained from a third party without obligation of confidentiality.

ORDER CHANGES, CANCELLATIONS, RETURNS

Changes to accepted orders must be approved in writing by Supplier. Cancellation within Supplier lead time may result in a cancellation charge not to exceed % of the cancelled order value. Returns accepted only with prior authorization and may be subject to restocking fees as agreed in writing.

SHIPPING AND DELIVERY

Delivery terms are . Risk of loss transfers to Client upon . Shipping costs shall be borne by unless otherwise stated on the Purchase Order.

INVOICE AND TAXES

Supplier will issue invoices in accordance with the Payment Schedule. Client shall pay all applicable sales, use, value-added and similar taxes arising from the transaction, unless Client provides a valid exemption certificate prior to invoicing.

GOVERNING LAW

This Business Ordering Guide and any disputes arising under it shall be governed by the laws of: without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Guide, together with all accepted Purchase Orders and any documents expressly incorporated herein, constitutes the entire agreement between the parties regarding ordering, pricing and delivery of goods and services. No amendment is effective unless in writing and signed by authorized representatives of both parties. In case of conflict, the terms of a specific Purchase Order accepted by Supplier shall control with respect to that Purchase Order.

NOTICES

MISCELLANEOUS

Relationship of Parties: The parties are independent contractors. Nothing contained herein creates a partnership, joint venture, agency or employment relationship. Supplier may subcontract performance but remains responsible for performance of subcontractors.

Severability: If any provision of this Guide is held invalid or unenforceable, the remainder shall remain in full force and effect.

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