Business Purchase Order Exhibits

BUSINESS PURCHASE ORDER EXHIBITS

RECITALS

WHEREAS, Client Name: (the "Buyer") issues purchase orders for goods and services and requires one or more exhibits to define items, pricing and delivery specifics; and

WHEREAS, Vendor Name: (the "Seller") agrees to provide the items and perform the services described in each Purchase Order Exhibit under the terms set forth herein;

NOW, THEREFORE, the parties agree that each Purchase Order Exhibit attached to a Purchase Order and executed by authorized representatives shall constitute a binding component of the Purchase Order subject to the terms in this document.

PURCHASE ORDER EXHIBIT HEADER

PARTY CONTACTS

SCOPE OF WORK (EXHIBIT DETAILS)

Describe the items, services, deliverables, and any performance or technical specifications that form the subject of this exhibit. Include packaging, labeling, and any special handling instructions.

ITEMIZED EXHIBIT — SCHEDULE OF SUPPLIES / SERVICES

List each line item, quantity, unit price and line total. Totals documented in the invoice must match the totals below.

PAYMENT TERMS

Payment shall be made in United States Dollars unless otherwise specified in writing. Buyer shall pay Seller the Total Amount Due in accordance with the schedule below.

DELIVERY, ACCEPTANCE, AND INSPECTION

Delivery terms, schedule and location shall be as set forth in this exhibit. Buyer shall have a reasonable inspection period following delivery to accept or reject goods or services that do not conform to the specifications. Rejected goods may be returned at Seller's expense and Seller shall promptly replace or refund the rejected items.

TERM AND TERMINATION

This Exhibit shall commence on Exhibit Effective Date and continue until completion of the obligations herein unless earlier terminated in accordance with this section.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed in connection with this Exhibit and shall use such information solely to perform its obligations hereunder. Confidential information shall not include information that is or becomes generally available to the public other than by breach of this Exhibit, is independently developed, or is required to be disclosed by law with prior notice to the disclosing party where permitted.

WARRANTIES AND REMEDIES

Seller warrants that all goods and services furnished under this Exhibit shall conform to the specifications, be free from material defects in workmanship and materials, and be fit for the ordinary purposes for which such goods or services are used. Buyer's remedies for breach shall include repair, replacement, or refund at Buyer's election, in addition to any other remedies available at law or equity.

CHANGES AND AMENDMENTS

Any change to the Scope of Work, pricing, delivery schedule, or other material term must be made by written amendment signed by authorized representatives of both Buyer and Seller. Verbal authorizations are not binding.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any liabilities, losses, damages, costs and expenses arising from the indemnifying party's negligence, willful misconduct, or breach of this Exhibit, except to the extent caused by the indemnitee's negligence or willful misconduct.

GOVERNING LAW

This Exhibit shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law principles. Exclusive venue for disputes arising out of or relating to this Exhibit shall be the state and federal courts located in that state.

ENTIRE AGREEMENT

This Exhibit, together with the Purchase Order to which it attaches and any written amendments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and proposals. In the event of any inconsistency between the Purchase Order and this Exhibit, the terms of the Purchase Order govern except where this Exhibit expressly modifies specific terms.

ADDITIONAL PROVISIONS

Yes No

EXECUTION

The parties, by their authorized representatives below, agree that this Purchase Order Exhibit is incorporated into and governed by the underlying Purchase Order and the terms set forth herein. Execution of this Exhibit may be by manual signature, electronic signature, or other written authorization as agreed by the parties.

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