Buyer Acknowledgement Form

BUYER ACKNOWLEDGEMENT FORM

This Buyer Acknowledgement Form (the "Acknowledgement") is made and entered into as of Effective Date: by and between Buyer Name: (the "Buyer") and Seller Name: (the "Seller"). The Buyer and Seller are sometimes individually referred to as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Seller and Buyer entered into a separate agreement describing the sale and purchase of goods or services identified as: (the "Transaction");

WHEREAS, the Parties desire to confirm Buyer’s receipt of specified documents, acknowledgement of inspection and acceptance procedures, and the Buyer's understanding of payment and remedy provisions set forth below; and

WHEREAS, the Parties intend for this Acknowledgement to supplement and not modify the material terms of the governing purchase agreement unless expressly stated herein.

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

1. DEFINITIONS

Capitalized terms used in this Acknowledgement and not otherwise defined shall have the meanings assigned to them in the governing purchase agreement. For purposes of clarity, "Documents" means the purchase agreement, schedules, specifications, invoices, packing lists, inspection reports, and any written disclosures delivered by Seller to Buyer in connection with the Transaction.

2. ACKNOWLEDGEMENT OF DOCUMENTS

Buyer hereby acknowledges receipt of the following documents (check all that apply):

Purchase Agreement (signed)

Specifications, Drawings and Schedules

Inspection Report / Condition Statement

If other Documents were provided, identify below:

3. INSPECTION AND ACCEPTANCE

Buyer acknowledges that Buyer has been afforded the opportunity to inspect the goods or services described above. The inspection period shall be calendar days following receipt of delivery. If Buyer does not provide written notice of rejection within the inspection period, the goods shall be deemed accepted.

Buyer acknowledges that any rejection must specify the nonconformity in reasonable detail and allow Seller a commercially reasonable opportunity to cure in accordance with the governing agreement.

4. REPRESENTATIONS BY BUYER

Buyer represents and warrants to Seller that: (a) Buyer has full power and authority to enter into this Acknowledgement and to perform its obligations; (b) the individual signing on behalf of Buyer is authorized to bind Buyer; and (c) Buyer has reviewed the Documents and understands the nature, quantity, and specifications of the goods or services identified herein.

5. PAYMENT AND CONSIDERATION

Purchase Order Number:

Quantity:    Unit Price:

Payment is due no later than: unless otherwise specified in the governing purchase agreement. Buyer agrees that failure to timely pay shall constitute an event of default subject to the remedies in the governing agreement.

6. DELIVERY AND RISK OF LOSS

Delivery Date: . Risk of loss passes in accordance with the delivery terms set forth in the governing purchase agreement; absent different incoterms, risk transfers upon delivery to Buyer’s designated delivery point.

7. REMEDIES; LIMITATION OF LIABILITY

The Parties acknowledge that remedies for breach, including repair, replacement, credit or refund, are governed by the governing purchase agreement. To the extent permitted by applicable law, each Party's liability shall be subject to the limitations and exclusions set forth in the governing agreement, including any caps on consequential damages.

8. CONFIDENTIALITY

If any Confidential Information is exchanged as part of the Transaction, such information shall be treated in accordance with the confidentiality provisions of the governing purchase agreement. Absent such provisions, Parties agree to hold Confidential Information in strict confidence and to use it solely for the purposes of performing obligations under the Transaction.

9. NOTICES

All notices required or permitted by this Acknowledgement shall be in writing and delivered to the addresses below by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested).

10. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Acknowledgement shall be effective unless in writing and signed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver.

11. GOVERNING LAW

This Acknowledgement shall be governed by and construed in accordance with the laws selected by the Parties. Governing State: without regard to choice of law principles.

12. ENTIRE AGREEMENT

This Acknowledgement, together with the Documents expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

13. SEVERABILITY

If any provision of this Acknowledgement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect, and such invalid provision shall be replaced by a valid provision that most closely approximates the Parties' intent.

14. COUNTERPARTS; EXECUTION

This Acknowledgement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

BUYER CERTIFICATION

By signing below, Buyer certifies that Buyer has read and understands this Acknowledgement, that the person executing this Acknowledgement on behalf of Buyer has the authority to bind Buyer, and that the statements made above are true and correct to the best of Buyer’s knowledge.

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