Can a Purchase Order Exhibit be signed electronically?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted if the signing meets intent, consent, attribution, and retention requirements.

When is notarization required?

Notarization is rarely required for commercial purchase order exhibits; if a state or specific contract clause requires notarization, follow state notary rules or RON requirements where permitted.

Who can sign on behalf of the company?

An authorized officer or person with delegated authority should sign. Confirm signing authority in corporate resolutions or procurement delegation records to avoid enforceability issues.

What happens if the exhibit and PO conflict?

Contract terms typically specify which document controls. Absent such language, courts interpret ambiguities against the drafter and examine party intent; resolve conflicts by amendment.

How should exhibits be stored?

Store final signed PDFs with the audit trail in a secure repository that supports retention policies, access controls, and tamper-evident storage for audit readiness.

How do I revise an executed exhibit?

Execute a written amendment or replacement exhibit signed by authorized parties; record the amendment date and attach both original and amendment to the PO record.

Electronic Signature
Templates
Miscellaneous
Purchase Order Exhibit

Purchase Order Exhibit

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PURCHASE ORDER EXHIBIT

Exhibit Number: Purchase Order No.: Effective Date:

WHEREAS

WHEREAS, Buyer Name: (the "Buyer") has issued Purchase Order Number indicated above to procure goods and/or services; and

WHEREAS, Seller Name: (the "Seller") has agreed to provide such goods and/or services under the terms of this Purchase Order Exhibit; and

WHEREAS, this Exhibit supplements and is incorporated into the Purchase Order and any underlying agreement between the parties and sets forth specific deliverables, pricing, schedules, and administrative procedures applicable to the referenced Purchase Order.

1. SCOPE OF WORK

Description of Deliverables and Services

2. ITEMS, QUANTITIES AND PRICING

The following table sets forth the itemized goods and/or services, quantities, unit prices, and estimated line totals. All prices are in the currency indicated in the Purchase Order and exclude taxes unless otherwise stated.

Item #	Description	Quantity	Unit Price	Line Total

Estimated Total Amount

3. PAYMENT TERMS

Payment shall be made in accordance with the following terms. Seller shall submit invoices that reference the Purchase Order number and exhibit number. All invoices are subject to Buyer verification and setoff for nonconforming goods or services.

Total Payable Amount Payment Schedule and Milestones Late Payment Fee

If any undisputed amount is not paid when due, interest shall accrue on the unpaid amount at the lesser of (a) per month, or (b) the maximum rate permitted by applicable law. Buyer reserves the right to withhold future payments to offset amounts due for nonconforming performance.

4. DELIVERY, INSPECTION AND ACCEPTANCE

Delivery shall be made to the delivery location specified in the Purchase Order. Expected delivery date: . Buyer shall have the right to inspect goods and services for conformity and may reject nonconforming items. Acceptance shall occur when Buyer issues written acceptance or fails to reject within days after delivery or discovery of nonconformity.

5. TERM AND TERMINATION

This Exhibit commences on the Effective Date specified above and, unless earlier terminated in accordance with this Section, terminates on . Either party may terminate this Exhibit for convenience upon prior written notice of days. Either party may terminate for material breach upon written notice if the breach is not cured within days after receipt of notice specifying the breach.

Termination shall not relieve Buyer of its obligation to pay for conforming goods or services delivered and accepted prior to termination. Upon termination, Seller shall promptly deliver to Buyer all work in progress and any Buyer property in Seller's possession.

6. CHANGE ORDERS

Any modification to quantities, specifications, delivery schedules, or price must be documented in a written change order signed by authorized representatives of both parties. Unauthorized changes by Seller shall be at Seller's risk and expense.

Buyer Authorized Contact Seller Authorized Contact

7. CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence Confidential Information disclosed by the other party (the "Disclosing Party") and shall not use or disclose such information except as necessary to perform under this Exhibit or as required by law. Confidential Information excludes information that is (a) publicly known prior to disclosure, (b) rightfully received from a third party without restriction, or (c) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

8. TAXES, SHIPPING, AND TITLE

Unless otherwise specified, prices do not include taxes, duties, or shipping costs. Title and risk of loss shall pass to Buyer upon delivery and acceptance at the delivery location unless otherwise agreed in writing. Seller shall be responsible for all costs and liabilities for lost or damaged goods prior to acceptance by Buyer.

Shipping Terms

9. REPRESENTATIONS AND WARRANTIES

Seller represents and warrants that all goods and services furnished under this Exhibit shall conform to the specifications, be free from defects in materials and workmanship, and shall comply with all applicable laws and industry standards. Seller further warrants that it has full authority to enter into this Exhibit and that performance will not infringe third-party rights.

10. INDEMNIFICATION

Seller shall indemnify, defend and hold Buyer harmless from and against claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of (a) Seller's breach of this Exhibit, (b) negligent acts or willful misconduct of Seller, or (c) infringement of any third-party intellectual property rights by the goods or services supplied hereunder.

11. GOVERNING LAW; DISPUTE RESOLUTION

This Exhibit shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any dispute arising under or relating to this Exhibit shall be resolved through the procedures set forth in the underlying Purchase Order or, if none, by binding arbitration in the governing state.

12. ENTIRE AGREEMENT

This Exhibit, together with the referenced Purchase Order and any 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, proposals, and communications, whether written or oral. Any modification or waiver of a provision of this Exhibit must be in writing and signed by authorized representatives of both parties.

13. MISCELLANEOUS

If any provision of this Exhibit is held invalid or unenforceable, the remainder of the Exhibit shall remain in full force and effect. Neither party may assign its rights or obligations under this Exhibit without the prior written consent of the other party, except that Buyer may assign to an affiliate or in connection with a sale of substantially all of its assets.

Buyer (Printed Name):

By:

Date:

Seller (Printed Name):

By:

Date:

What a Purchase Order Exhibit Is and when it’s used

A Purchase Order Exhibit is an attachment to a purchase order or procurement agreement that details specific goods or services being procured, including item descriptions, quantities, unit prices, delivery schedules, acceptance criteria, and any special terms. Exhibits may include line-item breakdowns, technical specifications, delivery milestones, invoicing instructions, and warranty or return provisions. In commercial contracting the exhibit becomes part of the controlling purchase order; accurate exhibits reduce disputes, clarify scope, and speed order fulfillment. Exhibits are commonly executed alongside master agreements, statements of work, or vendor acknowledgements and may be signed electronically where permitted by law.

Why a clear Purchase Order Exhibit matters for contract certainty

A well‑written exhibit ensures both parties share the same expectations on deliverables, price, timing, and acceptance, reducing dispute risk and easing downstream tasks such as invoicing and inventory planning. Electronically executed exhibits are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided signature intent, consent, attribution, and record retention requirements are met.

Who prepares and who signs a Purchase Order Exhibit

Typical creators, reviewers, and signers include procurement teams, contract managers, vendor account representatives, and project managers responsible for delivery.

Procurement teams verifying scope and pricing before purchase order issuance.
Vendors or suppliers confirming quantities, lead times, and acceptance criteria.
Project or operations managers approving delivery milestones and technical specs.

Identifying the right preparer and authorized signer upfront prevents rework and helps ensure the exhibit binds the correct legal entities under the master purchase order.

Essential sections a professional Purchase Order Exhibit should include

Include consistently formatted, numbered sections so both parties can reference specific obligations. A concise exhibit reduces ambiguity and supports automated processing and approvals.

Line Items

Detailed item description, manufacturer/model numbers, unit of measure, quantity, unit price, and extended totals so procurement and receiving can match deliveries to the exhibit.

Delivery Schedule

Firm or target delivery dates, milestones, shipping terms (Incoterms if applicable), lead times, and address(es) to ensure logistics and acceptance testing align with project timelines.

Acceptance Criteria

Explicit tests, inspection windows, sampling percentages, or performance thresholds that define when goods or services are deemed accepted for invoicing and warranty start.

Payment and Invoicing

Invoice submission instructions, payment terms (net days), early payment discounts, and required invoice references such as PO number and exhibit line item IDs.

Change Control

Procedure for amendments, pricing adjustments, or change orders, including required approvals and effective dates to avoid scope creep and billing disputes.

Legal & Compliance

Governing law, confidentiality obligations, warranty disclaimers, export controls, and any industry‑specific clauses that affect liability or regulatory compliance.

Security and compliance checkpoints for electronic exhibits

Encryption In Transit: TLS 1.2/1.3

Encryption At Rest: AES-256

Audit Trail: Timestamped action log

HIPAA Support: BAA available

Regulatory Standards: ESIGN | UETA

Certifications: SOC 2 Type II

Step-by-step: completing a Purchase Order Exhibit

Follow these sequential steps when preparing or approving an exhibit to keep the process auditable and consistent across teams.

01

Draft the exhibit: Populate line items, pricing, delivery dates, and acceptance terms from the purchase requisition.
02

Review with stakeholders: Have procurement, legal, and operations confirm scope, compliance, and billing details.
03

Obtain vendor confirmation: Send exhibit to supplier for their written acknowledgement and any clarifying edits.
04

Execute and attach: Sign the exhibit and attach it to the controlling purchase order record before issuing the order.

Typical digital workflow settings for Purchase Order Exhibits

Configure your document workflow to enforce routing order, required fields, and signer authentication so exhibits are complete and auditable before execution.

Field	Configuration
Template	Create reusable exhibit template with locked headers and editable line-item table.
Conditional Fields	Show change-order fields only when buyer or supplier selects 'Change Requested'.
Authentication	Require email verification or SMS code for vendor signers depending on risk level.
Integrations	Connect to ERP or purchase order system for auto-matching and invoice coding.

Where to send, file, and store the executed exhibit

Clear routing and storage policies ensure the exhibit is accessible to procurement, accounts payable, and receiving after execution.

Attach to PO: Link the executed exhibit to the master purchase order record in ERP or procurement system.
Send to vendor: Provide vendor with a signed copy and execution certificate for their records.
Store in contract repository: Save final PDF and metadata in secure contract management or document storage.
Notify stakeholders: Email or system notification to procurement, AP, and project owners with exhibit reference.

Digital signing and system integration considerations

Ensure the chosen eSignature and storage platform supports required authentication, audit trails, and integrations with procurement systems.

Authentication Options: Email, SMS code, knowledge-based, or SSO depending on risk.
Integrations: Salesforce, NetSuite, Microsoft 365, Google Workspace, Procore support
Document Formats: PDF, DOCX, and standard export for ERP ingestion

Retain signed copies with audit trails and metadata for compliance and downstream invoice matching; ensure retention policies align with legal and internal standards.

Common timing and processing expectations for exhibits

Track key dates tied to procurement, delivery, and invoice processing to avoid delays and penalties.

Exhibit finalization:

Complete before issuing the controlling purchase order to avoid scope disputes.

Vendor acknowledgement:

Request acknowledgement within 3–10 business days depending on supplier SLAs.

Delivery milestones:

Specify delivery windows and acceptance inspection periods in calendar or business days.

Invoice submission:

State required invoice timing after acceptance to trigger payment terms.

Retention start:

Retention begins on execution date unless agreement specifies otherwise.

Common mistakes that cause exhibit disputes or processing delays

Vague item descriptions that prevent receiving teams from matching shipments to line items, causing invoice disputes and delayed payments.
Missing or inconsistent PO numbers and exhibit line IDs that break automated matching between procurement, AP, and inventory systems.
Failure to document acceptance criteria or inspection windows, leading to disagreements about whether deliveries meet contractual obligations.
Not confirming vendor acknowledgement or signature before shipment, which can create conflicts about pricing, lead times, and returned goods.

Consequences of incorrect or incomplete exhibits

Payment Delays: Invoices rejected

Contract Disputes: Scope ambiguity

Inventory Errors: Receiving mismatches

Regulatory Risk: Compliance gaps

Financial Exposure: Penalty costs

Audit Findings: Recordkeeping lapses

Sample eSignature vendor comparison for Purchase Order Exhibits

Comparison of common plan attributes and compliance features across eSignature vendors; signNow is listed first per platform comparison conventions.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently asked questions about Purchase Order Exhibits

Answers to common questions about execution, authenticity, and post‑execution handling of purchase order exhibits.

Need help? Contact support

Can a Purchase Order Exhibit be signed electronically?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted if the signing meets intent, consent, attribution, and retention requirements.
When is notarization required?
Notarization is rarely required for commercial purchase order exhibits; if a state or specific contract clause requires notarization, follow state notary rules or RON requirements where permitted.
Who can sign on behalf of the company?
An authorized officer or person with delegated authority should sign. Confirm signing authority in corporate resolutions or procurement delegation records to avoid enforceability issues.
What happens if the exhibit and PO conflict?
Contract terms typically specify which document controls. Absent such language, courts interpret ambiguities against the drafter and examine party intent; resolve conflicts by amendment.
How should exhibits be stored?
Store final signed PDFs with the audit trail in a secure repository that supports retention policies, access controls, and tamper-evident storage for audit readiness.
How do I revise an executed exhibit?
Execute a written amendment or replacement exhibit signed by authorized parties; record the amendment date and attach both original and amendment to the PO record.

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