Purchase Order Terms and Conditions

Acceptance of Order. This purchase order is an offer to purchase goods as set forth on the face hereof and shall become a binding contract subject to the terms and conditions set forth herein when accepted by SELLER’S acknowledgement OR commencement of performance. This order can be accepted only on the exact terms and conditions stated herein and no terms or conditions stated by SELLER in accepting this order shall become a part of the parties’ contract unless expressly accepted in writing by BUYER.

Price, Taxes and Delivery. SELLER shall furnish the goods covered by this order (“Goods”) in accordance with the prices and delivery dates, schedule, and location(s) stated on the face hereof. The quantities of Goods as indicated on the face hereof may not be exceeded without the prior written authorization from BUYER. The prices reflected on this order shall include applicable charges such as packing, loading, shipping, and insurance as well as applicable taxes and customs, import, or use charges. BUYER shall not be liable for any taxes with respect to this order other than local, state, or federal taxes levied on BUYER that SELLER is required by law to collect from BUYER. If no delivery date is stated on the face hereof, Vendor shall deliver in full within a reasonable time of receipt of this purchase order. Timely delivery is of the essence.

Risk of Loss and Passage of Title. Risk of loss and passage of title remains with SELLER and title will not pass to BUYER until the Goods are accepted by WWP at the specified delivery location. Vendor assumes full responsibility for packing, crating, transportation, and liability for loss and damage even if WWP has agreed to pay freight or other shipping charges.

Payment. SELLER shall invoice BUYER for the Goods within sixty (60) days of making full delivery of Goods. BUYER will pay all undisputed invoice(s) based on Net 45 for check, Net 30 for ACH, Net 15 for credit card payment*. BUYER will also accept Net 3/10 terms based on invoice receive date*. The parties will work in good faith to resolve any undisputed invoice, during which time SELLER shall continue performing its obligations under this purchase order.

Inspection and Rejection of Goods. All Goods shall be subject to inspection and testing at the discretion of BUYER at any reasonable time and from time to time before, during or after production or delivery. BUYER reserves the right to reject any Goods not in strict conformity with the terms of this order, in which case SELLER shall, at BUYER’s option, either refund or replace such nonconforming Goods at SELLER’s cost. If SELLER fails to timely remedy the nonconforming goods, BUYER may replace such Goods with goods from a third party, charge SELLER the cost thereof, and terminate this purchase order. In any case, WWP’s payment to SELLER for Goods prior to WWP’s timely rejection of nonconforming goods shall not be deemed an acceptance of Goods by WWP.

Warranties. In addition to its standard warranty, Seller warrants that Goods shall: (a) be free and clear of all liens and encumbrances, good and merchantable title thereto being in SELLER; (b) be free from any defects in design, material or workmanship, in new condition, and of good and merchantable quality; (c) conform to BUYER’S specifications or sample approved by SELLER, and be fit for the known purposes for which purchased hereunder; and, (d) comply and have been produced, processed, delivered and sold in conformity with all applicable federal, state or other laws, administrative regulations and orders. The foregoing warranties shall survive inspection, delivery and payment.

Changes and Substitution. BUYER reserves the right to make changes to this order upon reasonable notice to SELLER. Any difference in price, delivery or warranty resulting from such changes shall be equitably adjusted and the order modified accordingly in writing prior to the execution of such change. Substitution by SELLER of Goods other than those specified in this order shall not be permitted except by prior written approval by BUYER.

Default – Right to Cancel. If complete deliveries are not made at the time agreed upon, BUYER reserves the right to cancel or to purchase elsewhere and hold SELLER accountable. If delivery dates cannot be met, SELLER shall advise BUYER in writing of the earliest possible shipping date.

Indemnification. SELLER agrees to indemnify, defend, and hold BUYER harmless from any damage and/or liability of whatsoever type or nature or howsoever incurred, arising from or incurred in connection with SELLER’S performance under this order or out of or in connection with the purchase, use, rental or resale by anyone of Goods, unless said damage or liability is caused by the sole negligence of BUYER.

Intellectual Property. SELLER warrants that all products to be delivered hereunder shall not infringe any patent, trademark or copyright rights of third parties. SELLER agrees to hold BUYER harmless, indemnify, and defend against all claims arising out of the subject matter of the foregoing warranty including damages, judgments, legal fees, costs and expenses.

Proprietary Information. All information, including but not limited to writings, drawings, models, trademarks and oral disclosures, not in the public domain received by SELLER from BUYER or produced by SELLER in performing work hereunder, is and shall be the sole property of BUYER, shall be held by SELLER in confidence at all times and shall not be used or disclosed to any third party without BUYER’S prior written consent.

Assignment and Subcontracting. SELLER shall not assign its rights or delegate its performance obligations under this order nor subcontract this order in whole or in part without the prior written consent of BUYER.

Insurance. SELLER shall obtain and maintain from a qualified and licensed insurer a comprehensive general liability insurance policy in full force and effect with at least $2,000,000 single limit liability and workers’ compensation insurance in compliance with the applicable laws of each jurisdiction affected by this purchase order. SELLER will provide evidence of same upon BUYER’s reasonable request.

Set-Off. All claims for monies due or to become due from BUYER under this order shall be subject to the deduction by BUYER of any set-off or counter-claim arising out of this or any other of BUYER’S contracts with SELLER.

Disputes. Any dispute arising under this order that is not disposed of by agreement of the parties shall be decided by a court of competent jurisdiction. Pending settlement or final decision of any such dispute, SELLER shall proceed diligently with the performance of this order in accordance with BUYER’S direction. Any legal notice pertaining to this purchase order shall be deemed given upon receipt only if sent by certified mail, return receipt requested, or personal delivery, to (i) BUYER at Wounded Warrior Project, 4899 Belfort Road, Suite 300, Jacksonville FL 32256; and (ii) SELLER at the address listed on the face hereof unless otherwise updated by SELLER in writing.

Applicable Law & Venue. The validity, performance and construction of this order shall be governed by the laws of the State of Florida. Any disputes arising under this order shall be brought solely in the applicable State or Federal Court located in Jacksonville, Florida. THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS (1980, AS AMENDED FROM TIME TO TIME) WILL NOT APPLY TO THIS PURCHASE ORDER OR ANY RELATED TRANSACTIONS.

Master Agreement. If the parties have executed a separate written agreement covering the Goods at the heart of this purchase order, the terms of that agreement shall prevail over the terms of this purchase order or any other agreement in the event of conflict during the term of that agreement.

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