Business Orders Document

BUSINESS ORDERS DOCUMENT

This Business Orders Document (the Agreement) is entered into as of by and between Buyer Name: and Seller Name: .

WHEREAS

WHEREAS, Buyer desires to procure goods and/or services from Seller in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Seller represents that it has the capacity, personnel, equipment and expertise required to perform the orders described herein and agrees to provide such goods and/or services subject to the terms of this Agreement; and

WHEREAS, the parties intend that this Agreement govern the placement, fulfillment, delivery, acceptance and payment for all orders issued under it.

PARTIES AND NOTICES

SCOPE OF WORK / ORDERS

Seller shall supply the goods and/or perform the services as described in individual Purchase Orders or Work Orders issued by Buyer pursuant to this Agreement. Each order shall reference this Agreement and shall specify the quantities, descriptions, delivery schedule and any special instructions.

ORDER DETAILS (EXAMPLES)

The parties may attach or reference order schedules. Example line items follow; actual orders shall control quantities and prices.

PAYMENT TERMS

Buyer shall pay Seller for each accepted order in accordance with the following terms. All amounts are payable in lawful currency unless otherwise agreed in writing.

Invoices shall be issued by Seller to the Buyer in accordance with the Payment Schedule and shall include reasonable supporting documentation. Unless otherwise stated, Buyer shall pay undisputed invoices within days of receipt.

Late payments shall accrue interest at percent per month (or the maximum lawful rate, if lower). Taxes imposed on payments under this Agreement shall be borne by the party required by applicable law to remit such taxes unless otherwise agreed in writing.

DELIVERY AND ACCEPTANCE

Seller shall deliver goods and/or perform services to the delivery address specified on each order. Delivery obligations are met only when Seller delivers conforming goods to the designated location and provides any required documentation.

Buyer shall have a period of days from delivery to inspect and reject non-conforming goods. Failure to timely reject shall constitute acceptance.

TERM AND TERMINATION

This Agreement commences on and remains in force until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Either party may terminate immediately for cause if the other party materially breaches the Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. The receiving party shall: (a) use Confidential Information solely to perform under this Agreement; (b) protect it from unauthorized disclosure using at least the same degree of care it uses for its own confidential materials; and (c) not disclose it to third parties except as required by law or as necessary to perform the order and subject to confidentiality obligations. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which remain protected for as long as they qualify as trade secrets.

COMPLIANCE WITH LAWS

Each party shall comply with all applicable federal, state and local laws, regulations and ordinances in performing its obligations under this Agreement, including export controls, anti-corruption and labor laws. Seller warrants that goods will conform to applicable standards and shall obtain all required permits and licenses.

LIMITATION OF LIABILITY

Subject to applicable law, in no event shall either party be liable for incidental, consequential, special or punitive damages. The aggregate liability of either party arising out of or related to this Agreement shall not exceed the total amounts paid or payable by Buyer to Seller under the specific order giving rise to the claim in the twelve (12) months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the state of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes amicably; failing that, disputes shall be resolved exclusively in the state or federal courts located within the chosen state.

ENTIRE AGREEMENT

This Agreement, together with any referenced purchase orders, schedules and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. No waiver of any provision shall be effective unless in writing signed by the waiving party. Neither party may assign this Agreement without the prior written consent of the other, except that Buyer may assign to an affiliate or in connection with a merger or sale of substantially all assets.

NOTICES

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