Equipment Device Order Form

EQUIPMENT DEVICE ORDER FORM AND PURCHASE AGREEMENT

Parties and Order Identification

Supplier Name:

Purchaser Name:

Recitals

WHEREAS, Supplier is engaged in the business of manufacturing, sourcing, and supplying electronic equipment and devices conforming to specified technical standards and regulatory requirements; and

WHEREAS, Purchaser desires to purchase certain equipment and devices from Supplier as set forth in this Equipment Device Order Form and Purchase Agreement (the Agreement), and Supplier agrees to sell and deliver such equipment under the terms and conditions herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

Order Details (Itemized)

Instructions: Enter each device, quantity, unit price and line total. Supplier will invoice based on accepted line items.

Scope of Work

Supplier shall manufacture, configure, test, package, and deliver the devices described above in accordance with the technical specifications and quantities set forth in this Order. Supplier shall provide documentation and standard operating instructions with each shipment.

Payment Terms

Purchaser shall pay Supplier the Order Total in accordance with the schedule below. All sums are payable in United States dollars unless otherwise agreed in writing. Unless otherwise stated, amounts do not include taxes or shipping which are payable by Purchaser as required by law.

Delivery, Acceptance & Warranty

Expected Delivery Date:   |   Shipping Terms:

Acceptance: Purchaser shall inspect goods upon receipt and has a period of days to notify Supplier of non-conformity. Failure to timely notify shall constitute acceptance.

Warranty: Supplier warrants devices to be free from defects in materials and workmanship for a period of months from date of acceptance. Remedies limited to repair or replacement at Supplier's option, unless otherwise agreed in writing.

Term and Termination

Term Commencement Date:   End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure within days after written notice. Termination for convenience by Purchaser requires days' prior written notice and payment for all delivered goods and non-cancellable costs incurred by Supplier.

Confidentiality

Each party shall keep confidential and shall not disclose to any third party any non-public, proprietary, or confidential information disclosed by the other party in connection with this Agreement, except as required by law or to employees, agents, or subcontractors on a need-to-know basis who are bound by confidentiality obligations no less protective than those contained herein. Confidential information shall not include information that is or becomes publicly known through no breach by the receiving party.

Limitation of Liability & Compliance

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, indirect, punitive, or special damages. Supplier represents that delivered devices shall comply with applicable laws and regulations in effect at the time of delivery. Purchaser shall cooperate with Supplier to obtain necessary permits and approvals, if any.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the courts located in that state for disputes arising under this Agreement.

This Agreement, including any exhibits or attachments incorporated by reference and the written purchase order, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No modification shall be effective unless in a writing signed by both parties.

Additional Provisions

By signing below, each party warrants that the individual signing this Agreement is authorized to bind the respective party and agrees to be bound by the terms herein.

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