COMPLETE AGREEMENT - This Standard Purchase Order Terms and Conditions shall apply to all purchases made by Purchaser from Seller (the “Goods”) and shall become a binding agreement of Seller and Purchaser at the time Seller commences performance of this Purchase Order. This Purchase Order constitutes the entire agreement between the parties, and all prior negotiations, proposals, and writings pertaining to this Purchase Order or the subject matter thereof, are superseded hereby.
PAYMENT – Purchaser shall pay Seller within thirty (30) days of receipt of the Goods.
INDEMNIFICATION - In consideration of the payments agreed to be made by Purchaser to Seller under this Purchase Order, Purchaser agrees to assume the risk of and to release, defend, indemnify and hold harmless Seller, and directors, officers, employees, agents, and assigns of Seller and its related entities and affiliates ("Indemnitees") from and against all loss, damage, liability, cost and expense, including without limitation, reasonable attorneys' fees, arising out of any injury, including death, to any person or damage to any property or liens resulting from or in any way connected with the performance of this Purchase Order or the Goods furnished hereunder, including but not limited to, the installation of the Goods. The indemnity obligations in this Purchase Order shall be considered to be modified as required to exclude indemnification which is expressly prohibited by applicable statute or law, with all other obligations of Purchaser under this Purchase Order enforced to the fullest extent permitted by law.
DISCLAIMER OF WARRANTIES – SELLER MAKES NO REPRESENTATIONS AND GRANTS NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY LAW AND SELLER SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIUED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.
TITLE AND RISK - Title to the Goods shall pass to Purchaser at the time that Seller receives payment for the Goods. Risk of loss and damages of Goods remains with the Seller until such time as Purchaser takes physical possession.
PATENTS AND INTELLECTUAL PROPERTY OWNERSHIP - All copyrights, patents, trade secrets, or other intellectual property rights associated with the Goods shall belong exclusively to Seller.
FORCE MAJEURE - Seller shall be free from liability for failing to perform hereunder if such failure is due to any event beyond Seller’s reasonable control expressed as a Force Majeure Event.
SHIPMENT - If it becomes necessary for Seller to ship by a more expensive way than specified in this Purchase Order, any increased transportation costs resulting therefrom shall be paid for by Purchaser.
VALIDITY OF PROVISIONS - In the event any provision, or any part or portion of any provision of this Purchase Order shall be held to be invalid, void or otherwise unenforceable, such holding shall not affect the remaining part or portions of that provision, or any other provision hereof.
MEDIATION - In the event that Purchaser and Seller dispute any of the provisions of this Purchase Order and are unable to resolve same, Seller and Purchaser agree to enter into non-binding mediation under the auspices and rules of the American Arbitration Association to resolve said dispute. Any such mediation proceedings shall be conducted in Boerne, Texas, under the laws of the State of Texas, and shall be conducted before a single mediator.
SURVIVAL - Notwithstanding the expiration or termination of this Purchase Order, the Parties acknowledge and agree that those rights and obligations which by their nature are intended to survive such expiration or termination shall survive including, but not limited to, the provisions of Sections 3, 4, 5, 6, 12 and 13.
INDEPENDENT CONTRACTOR - Nothing herein shall be deemed to constitute Purchaser and Seller as partners, joint venturers, agents or employees of each other, or otherwise associated in or with the business of the other.
LIMITATIONS OF LIABILITY - NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, UNDER NO CIRCUMSTANCES, WHETHER BASED IN CONTRACT, TORT, STATUTE, WARRANTY, NEGLIGENCE OR OTHERWISE, SHALL SELLER BE LIABLE TO PURCHASER FOR ANY CONSEQUENTIAL LOSS OR OTHER INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, ARISING OUT OF THIS CONTRACT. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE AGGREGATE LIABILITY OF SELLER UNDER THIS CONTRACT AND/OR WITH RESPECT TO ANY WORK, GOODS, PRODUCTS OR SERVICES PURCHASED OR ACQUIRED FROM OR THROUGH SELLER, WHETHER BASED IN CONTRACT, TORT, STATUTE, WARRANTY, NEGLIGENCE OR OTHERWISE, IS LIMITED TO, AND SHALL NOT EXCEED, ONE THOUSAND DOLLARS.
