Fill and Sign the Purchase Order Standard Form

- 1 - PURCHASE ORDER Name ___________________________________________ Address _________________________________________ Supplier ________________________________________ PO# ____________ Attention: _______________________________________ SHIP TO: ___________________________ CHARGE TO: ___________________________ ___________________________ _______________________ ___________________________ ___________________________ Customer Code: ______________________ Cancel Date: ______________ Dock Date: __________ Ship Via ___________ FOB ______ Terms ________________________________________ Rep Code _____________________ Item Part Number and Description UM Quantity Price Extension Order Total - 2 - PURCHASE ORDER - STANDARD TERMSTHE 'BOILER-PLATE' PROVISIONS TERMS OF PURCHASE: THE FOLLOWING TERMS SHALL BE APPLICABLE TO THE PURCHASE ORDER APPEARING ON THE REVERSE HEREOF: 1. Acceptance. Commencement of performance pursuant to this Purchase Order constitutes acc eptance hereof by Seller. If delivery dates cannot be met, inform Buyer in writing not late r than _______ days from the date hereof of the Seller's best possible delivery for acceptance. 2. Time of Delivery. Buyer's production schedules are based upon delivery to the Buyer by the date specified on the face of this Purchase Order. Time is therefore the essence of this Purchase Order. If deliveries are not made at the time agreed upon, the Buyer reserves the right to cancel or to purchase elsewhere, and hold Seller accountable therefor. 3. Price; Payments. Seller's price shall not be higher than last quoted or charged to Buye r unless otherwise agreed to in writing. All purchases are subject to a cash discount of _______ per cent and wi ll be paid on the 10th of the month following date of invoice. All invoices received after the 25th of the month will be subject to the cash discount but will be paid on the 10th of the second month following. 4. Quantities. Shipments must equal exact amounts ordered unless otherwise agreed to by Buyer. 5. Seller's Warranties. Seller warrants all products or materials delivered hereunder t o be free from defect in material or workmanship and to conform strictly to the specifications, drawings, or sample spe cified or furnished. This warranty shall survive any inspection, delivery, acceptance of, or payment by Buyer for the products or materials or services. 6. Inspection of Goods. Final inspection shall be on Buyer's premises. Materials rejected as not conforming to this Purchase Order shall be returned at Seller's expense, including transportati on and handling costs. 7. Indemnification. Seller shall defend, at its own expense, Buyer and distributors and dea lers in and users of the products of Buyer and hold them harmless with respect to any and all claims that the products or materials furnished by Seller under this Purchase Order infringe any United States Lett er Patent, and with respect to any and all suits, demands, and liabilities arising out of any such c laim, provided that the foregoing shall not apply to any infringement resulting from Seller's use of a patented invention require d to comply with the written instructions of the Buyer if such patented invention is not normally utilized by Seller. 8. Taxes. Except as may be otherwise provided in this Purchase Order, the contract price inc ludes all applicable federal, state, and local taxes in effect on the date of this Purchase Order. In case of new taxes or increased rates or the repeal of taxes or the reduction of rates, the contract price shall be adjusted accordingl y. 9. Assignment. Seller shall not delegate any duties, nor assign any rights or claims under this Purchase Order, or for breach thereof, without prior written consent of Buyer, and any such attempted delega tion or assignment shall be void. All claims for moneys due or to become due from Buyer shall be subject to deduction by Buyer for any setoff or counter claim arising out of this or any other of the Buye r's Purchase Orders with the Seller, whether such setoff or counterclaim arose before or after any such assignm ent by the Seller. - 3 - 10. Changes. Buyer shall have the right to make, from time to time and without notice to any sureties or assignees, changes as to packing, testing destinations, specifications, designs, and postpone del ivery schedules. Seller shall immediately notify Buyer of any increases or decreases in costs ca used by such changes and an equitable adjustment in prices or other terms hereof shall be agreed upon in a writt en amendment to this Purchase Order. 11. Binding Effect. This Purchase Order and the acceptance thereof shall be a contract made in the state shown in the Buyer's address on the face of this Purchase Order and governed by the laws thereof. 12. Insurance. Seller shall value shipments made by express and air freight in accordance with the following schedule: 13. Routing Instructions. Any losses accruing from deviation from Buyer's routing instructions will be to t he Seller's account. 14. Evidence of Shipment. Seller shall forward to Buyer, with the invoice, the express rece ipt or bill of lading, signed by the carrier, evidencing the fact that shipment has been made. 15. Specifications. Any specifications, drawings, notes, instructions, engineering notices, or te chnical data referred to in this Purchase Order shall be deemed to be incorporated herein by reference as if fully set forth. 16. Title to Drawings and Specifications. Buyer shall at all times retain t itle to all drawings and specifications furnished by Buyer to Seller and intended for use in connection with this Purchase Order. Seller shall use such drawings and specifications only in connection with this Purchase Order, and shal l not disclose such drawings and specifications to any person, firm or corporation other than Buyer or Seller's em ployees, subcontractors, or governmental inspectors. Seller shall, upon Buyer's request or upon completion of this Purchase Order, promptly return all drawings and specifications to the Company. Executed on this _______ day of _________________________________, 20___. BUYER ___________________________________ SELLER __________________________________