Customer Order Confirmation Form

CUSTOMER ORDER CONFIRMATION FORM

Parties and Order Identification

This Customer Order Confirmation Form (the "Agreement") is entered into between the parties identified below. This document confirms the Seller's acceptance of the Customer's order subject to the terms and conditions set forth herein.

Seller Name:

Order Number:     Order Date:

WHEREAS

WHEREAS, Customer submitted a purchase request for goods and/or services described herein; and

WHEREAS, Seller has reviewed the requested specifications and hereby confirms acceptance of the order in accordance with the terms and limitations of this Agreement; and

WHEREAS, the parties desire to set forth the scope, pricing, delivery terms, and other contractual provisions governing the transaction.

Scope of Work / Order Details

Describe the goods and services to be provided, including specifications, deliverables, and acceptance criteria. Attachments referenced in this section form part of the Agreement when signed by both parties.

Subtotal:     Taxes / Duties:     Shipping:

Total Amount Payable:

Payment Terms

Customer shall pay the Total Amount Payable in accordance with the following schedule and conditions.

Late Payment Fee: If any payment is not received within the time specified, Customer will be charged a late fee of on the outstanding amount, accruing from the original due date until paid in full.

Delivery and Acceptance

Delivery Terms: Goods will be delivered in accordance with the delivery terms agreed in Scope of Work. Risk of loss transfers as specified in the parties' delivery provision, or if no provision, upon Seller's delivery to carrier.

Acceptance: Customer shall inspect delivered goods and notify Seller in writing of any non-conformance within of delivery, failing which the goods shall be deemed accepted.

Term and Termination

This Agreement commences on the Start Date below and, unless earlier terminated in accordance with this section, continues until the End Date below or until all obligations are fulfilled.

Start Date:     End Date:

Termination for Convenience: Either party may terminate this Agreement without cause by providing written notice to the other party at least days prior to the effective termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice.

Confidentiality

Each party shall hold in confidence all non-public information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party gives prompt written notice and cooperates with reasonable efforts to limit the disclosure.

The receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall restrict disclosure to employees, agents, or contractors who have a need to know and who are bound to confidentiality obligations at least as protective as those herein. Upon termination or upon request, all Confidential Information (and copies) shall be returned or destroyed.

Warranties and Limitation of Liability

Seller warrants that goods supplied will conform to the agreed specifications at time of delivery. EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THE ORDER GIVING RISE TO THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of: without regard to conflict of laws principles. The parties consent to exclusive venue in the competent courts located in the chosen jurisdiction unless otherwise mutually agreed in writing.

Entire Agreement

This Agreement, together with any attachments or documents referenced herein and signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous proposals, negotiations, representations, and agreements, whether written or oral. No amendment or waiver shall be binding unless executed in writing by authorized representatives of both parties.

Acknowledgment and Acceptance

By signing below, the parties acknowledge that they have read, understood and agree to be bound by the terms of this Customer Order Confirmation Form. This document evidences a binding contract upon execution by both parties.

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