1. ACCEPTANCE: This Purchase Order is Fiberdome,Inc (“Buyer”) offer to purchase the goods and services described on the face hereof (the “Goods”) from the addressee of this Purchase Order (“Seller”). BUYER'S PLACEMENT OF THIS PURCHASE ORDER WITH SELLER IS EXPRESSLY CONDITIONED UPON SELLER'S ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS OF PURCHASE CONTAINED IN OR ATTACHED TO THIS PURCHASE ORDER. ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS WHICH MAY APPEAR IN ANY COMMUNICATION FROM SELLER ARE HEREBY EXPRESSLY OBJECTED TO AND SHALL NOT BE EFFECTIVE OR BINDING UNLESS SPECIFICALLY AGREED TO IN WRITING BY BUYER, AND NO SUCH ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS IN ANY PRINTED FORM OF SELLER SHALL BECOME PART OF THIS CONTRACT DESPITE BUYER'S ACCEPTANCE OF GOODS OR SERVICES, UNLESS SUCH ACCEPTANCE SPECIFICALLY RECOGNIZES AND ASSENTS TO THEIR INCLUSION IN WRITING. Any objection by Seller to the terms and conditions hereof shall be ineffective unless Buyer is advised in writing thereof within ten (10) days of the date of this Purchase Order.
2. DELIVERIES; TIME: Time is of the essence with respect to the performance of Order. If the Goods are not completed at the time agreed upon, Buyer reserves the right to: (i) cancel all or any part of this Purchase Order for any Goods not rendered as specified, and hold Seller accountable for any damages resulting there from, or (ii) extend the time for delivery (for such time as Buyer may determine).
3. REJECTION: All Goods purchased hereunder are subject to Buyer’s inspection and approval, notwithstanding prior payment by Buyer. Goods rightfully rejected by Buyer shall be held, transported and stored at Seller’s expense. Seller shall promptly reimburse Buyer for any costs and expenses incurred by Buyer to inspect defective or otherwise nonconforming Goods. Rejected goods shall be replaced except upon replacement orders.
4. IDENTIFICATION: All invoices, packages, notices, instruction manuals and other documents affecting this Purchase Order shall contain this applicable Purchase Order number. Packing lists be enclosed in each package shipped pursuant to this Purchase Order, indicating its contents. Invoices will not be processed for payment until all Goods invoiced are received.
5. PRICING: If the price for the Goods is not stated in this Purchase Order, the goods or services shall be billed at the price last quoted, or paid by a customer of Seller, or the prevailing market price, whichever is lower, and price reductions for such Goods subsequent to the placement of this Purchase Order but before delivery will be applicable to this Purchase Order. Seller is liable for taxes payable or collectible on services or deliveries under any present or future laws, ordinances or regulations.
6. OWNERSHIP: All machinery, supplies, materials, tools, jigs, dies, gauges, fixtures, artwork, engravings, molds, patterns, equipment, ancillary products and other items furnished by Buyer (“Tools”) to Seller to perform this agreement, or for which Seller has been reimbursed by Buyer, shall be and remain the property of Buyer. Seller shall bear the risk of loss of and damage to the Tools. The Tools shall (i) at all times be properly housed and maintained by Seller; (ii) not be used by Seller for any purpose other than the performance of this agreement; (iii) be deemed to be personal property, not a fixture; (iv) be conspicuously identified as property of Buyer; (v) not be commingled with the property of Seller or with that of a third party; and (vi) shall not be moved from Seller’s premises without Buyer’s prior written approval. Upon the request of Buyer, the Tools immediately shall released to Buyer or delivered to Buyer by Seller. Buyer shall have the right to enter onto Seller’s premises at all reasonable times to inspect such property and Seller’s records with respect to the property. Seller, at its own expense, shall furnish, keep in good condition, and replace when necessary all Tools. Seller shall insure the Tools with full fire and extended coverage insurance for replacement value. Buyer shall be entitled to the sole benefit and exclusive ownership of any and all inventions and improvements in the Goods, and all patents to the same, that may be made or discovered by Seller, its employees or subcontractors in the process of filling this Purchase Order or any prior Purchase Order. Seller shall do all acts necessary or required to give effect to this section, including but not limited to, procuring from its employees or subcontractors assignments and transfers of all such inventions and improvements and patents thereto to Buyer. Seller shall consent and acquiesce to Buyer’s use of all such inventions and improvements and patents thereto.
7. CONFIDENTIALITY: All specifications, drawings, inventions, engineering notices, financial information, and technical data supplied by Buyer shall be held in confidence by Seller. Such information shall not be reproduced, used or disclosed to others by Seller without Buyer’s prior written consent, and shall be returned to Buyer upon demand or upon completion by Seller of its obligations under this agreement. Any information that Seller discloses to Buyer with respect to the design, manufacture, sale, or use of the items covered by this agreement shall be deemed to have been disclosed as part of the consideration for this agreement, and Seller shall not assert any claim against Buyer by reason of Buyer’s use of such information.
8. LIENS AND ENCUMBRANCES: Seller warrants and represents that the Goods will, when delivered, be free and clear of all liens, claims and encumbrances of every kind.