4. STANDARD TERMS & CONDITIONS
By signing below, both parties acknowledge and agree to be bound by the following terms:
4.1 Acceptance. This Purchase Order shall constitute a binding agreement upon acceptance by the Seller, whether by written acknowledgment, delivery of goods, or commencement of performance.
4.2 Inspection. Buyer reserves the right to inspect all goods upon delivery and to reject any goods that do not conform to the specifications set out in this Purchase Order.
4.3 Title/Risk of Loss. Title and risk of loss shall pass from Seller to Buyer upon delivery and acceptance of goods at the shipping address specified herein, unless otherwise agreed in writing.
4.4 Warranties. Seller warrants that all goods supplied shall be free from defects in material and workmanship and shall conform to the descriptions, specifications, and quality standards set forth in this Purchase Order.
4.5 Compliance. Seller shall comply with all applicable federal, state, and local laws, regulations, and industry standards in the manufacture, packaging, and delivery of goods under this Purchase Order.
4.6 Confidentiality. Both parties agree to keep confidential all non-public information exchanged in connection with this Purchase Order and shall not disclose such information to any third party without prior written consent.
4.7 Indemnification. Seller agrees to indemnify, defend, and hold harmless Buyer from any claims, damages, or liabilities arising out of defective goods, non-compliance, or breach of this Purchase Order by Seller.
4.8 Limitation of Liability. Neither party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages arising out of or in connection with this Purchase Order.
4.9 Force Majeure. Neither party shall be liable for delay or failure to perform obligations under this Purchase Order due to causes beyond its reasonable control, including natural disasters, acts of God, strikes, or governmental action.
4.10 Cancellation. Buyer reserves the right to cancel this Purchase Order, in whole or in part, by written notice to Seller prior to shipment, subject to reimbursement of reasonable direct costs incurred by Seller.
4.11 Assignment. Neither party may assign or transfer its rights or obligations under this Purchase Order without the prior written consent of the other party.
4.12 Governing Law & Jurisdiction. This Purchase Order shall be governed by, construed, and enforced in accordance with the laws of the State of California, USA, without regard to its conflict of law provisions.
4.13 Taxes & Duties. Unless otherwise agreed in writing, prices specified herein exclude applicable federal, state, or local sales and use taxes, which shall be itemized separately where applicable.
4.14 Entire Agreement. This Purchase Order constitutes the entire agreement between Buyer and Seller regarding the subject matter hereof and supersedes all prior oral or written agreements or communications.
4.15 Severability. If any provision of this Purchase Order is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
