Purchase Specifications Document

PURCHASE SPECIFICATIONS DOCUMENT

Purchaser Name:     Vendor Name:

Purchase Order Number:     Effective Date:

RECITALS

WHEREAS, Purchaser seeks to procure the goods and/or services described in this Purchase Specifications Document in accordance with the terms, specifications and schedules set forth herein; and

WHEREAS, Vendor represents that it has the capability, capacity and expertise to supply such goods and/or perform such services and agrees to be bound by the requirements and warranties contained in this document; and

WHEREAS, the parties desire to set forth the specifications, payment terms, delivery, acceptance and related terms that will govern the purchase transaction.

SCOPE OF WORK

ITEMIZED SPECIFICATIONS

Item 1

Quantity:    Unit Price:    Total:

Item 2

Quantity:    Unit Price:    Total:

Item 3

Quantity:    Unit Price:    Total:

DELIVERY, INSPECTION & ACCEPTANCE

Shipping Terms:    Expected Delivery Date:

Inspection Period (days after delivery):    Acceptance Criteria:

PAYMENT TERMS

Total Contract Price:

Late Payment Fee:    Invoicing Requirements:

WARRANTIES AND REMEDIES

Vendor warrants that all goods and services supplied under this Purchase Specifications Document shall conform to the specifications, be free from defects in materials and workmanship, and be fit for the intended purpose for a period of from acceptance. Vendor's sole obligation for breach of warranty shall be, at Purchaser's election, repair, replacement or refund of the purchase price for nonconforming goods, and Vendor shall bear reasonable costs of return shipping and rework.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Purchase Specifications Document for material breach if the breaching party fails to cure within days following written notice. Purchaser may terminate for convenience upon days prior written notice and upon payment for work performed and reasonable demobilization costs as documented.

CONFIDENTIALITY

Each party shall protect Confidential Information disclosed by the other party using the same degree of care it uses to protect its own confidential information but in no event less than reasonable care. "Confidential Information" includes technical, commercial and pricing information, specifications, drawings and business plans disclosed in connection with this transaction. Confidential Information does not include information that is (a) publicly available through no fault of the receiving party; (b) rightfully received from a third party without restriction; or (c) independently developed without use of the disclosing party's Confidential Information. The obligations of confidentiality shall survive termination for a period of years.

GOVERNING LAW; DISPUTE RESOLUTION

This Purchase Specifications Document shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Claims arising out of or relating to this document shall be resolved by the courts located in the county of the governing state specified above, unless the parties mutually agree in writing to alternative dispute resolution.

TAXES AND COMPLIANCE

Unless otherwise specified, Purchaser shall be responsible for sales, use, value added or similar taxes applicable to the purchase. Vendor shall comply with all applicable laws, regulations and industry standards in performing its obligations and shall maintain appropriate licenses and permits.

ENTIRE AGREEMENT

This Purchase Specifications Document, including any attachments and referenced specifications, 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. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Purchase Specifications Document is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Assignment: Neither party may assign its rights or delegate its obligations hereunder without the prior written consent of the other party, except that Purchaser may assign this agreement to an affiliate or successor by operation of law with notice to Vendor.

SIGNATURES

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