Client Order Confirmation C.O.C.

CLIENT ORDER CONFIRMATION C.O.C.

Parties and Order Reference

Client Name:

Client Contact:

Supplier Name:

Supplier Contact:

Order Confirmation No.:    Client PO No.:

Recitals

WHEREAS, Client Name: desires to procure the goods and/or services described in this confirmation; and

WHEREAS, Supplier Name: represents that it is able to supply such goods and/or perform such services under the terms set forth below;

NOW, THEREFORE, Supplier hereby confirms Client's order on the terms and conditions herein, and Client agrees to accept and pay for the goods and/or services in accordance with this Confirmation.

Scope of Work

Order Items

Payment Terms

Purchase Price:

Late Fee: on overdue amounts, calculated monthly and compounded.

Payment Method:

Delivery, Acceptance, and Inspection

Estimated Delivery Date:

Delivery Location:

Inspection Period: Client shall have calendar days after delivery to inspect and either accept or reject goods/services in accordance with the acceptance criteria set forth in the Scope of Work.

Term and Termination

Effective Date:    Expiration Date:

Either party may terminate this Confirmation for material breach by the other party if such breach remains uncured for a period of days following written notice. Either party may terminate for convenience upon days' prior written notice to the other party; termination for convenience will be subject to payment for all performed work and non-cancellable commitments incurred prior to termination.

Confidentiality

Each party shall maintain the confidentiality of the other party's proprietary or confidential information disclosed in connection with this Confirmation, shall not disclose such information to any third party except as required by law, and shall use such information only to perform its obligations hereunder. Confidential information does not include information that is or becomes publicly available without breach of this Confirmation, is rightfully received from a third party without restriction, or is independently developed.

Changes and Cancellations

Any modification, change order, or cancellation requested by Client must be submitted in writing and is subject to Supplier's acceptance. Supplier will provide an estimate of cost and schedule impact for requested changes. Client shall be responsible for costs incurred and reasonable termination charges for non-cancellable commitments at the time of cancellation.

Liability and Indemnity

Supplier's total liability for any claim arising under this Confirmation shall be limited to direct damages not to exceed the total amount paid by Client under this Confirmation. Neither party will be liable for consequential, incidental, or punitive damages. Each party shall indemnify and hold harmless the other from third-party claims arising out of its negligence or willful misconduct in performing under this Confirmation.

Governing Law; Notices

This Confirmation shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles.

Entire Agreement

This Confirmation (including any documents expressly incorporated herein) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, representations, and communications, whether written or oral. No amendment to this Confirmation is effective unless in writing and signed by authorized representatives of both parties.

Acceptance

By signing below, Client acknowledges and accepts the goods and/or services, quantities, prices, delivery terms, and all terms and conditions set forth in this Client Order Confirmation C.O.C.

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