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The Uniform Computer Information Transactions Act and the U. Convention on Contracts for the International Sale of Goods shall not apply to this Purchase Agreement.

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Notices provided from Vendor to Buyer shall be in writing; notices provided from Buyer to Vendor may be given verbally or in writing. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin.

Conflicting terms and conditions contained in Vendor’s invoices or like documents are void. Any taxes to be paid by Buyer shall be agreed to by Buyer and separately stated on Vendor’s invoice. All intellectual property rights in any Buyer owned information, material, or item that is incorporated into or with a Product or result of Services shall be the sole and exclusive property of Buyer, and to the extent a Product or Service is originally created, invented, or conceived by Vendor for Buyer, such shall, to the extent permitted by law, be considered “works made for hire” or otherwise shall be fully assigned to Buyer. Vendor agrees to indemnify, defend and hold harmless Buyer, its officers, directors, employees and agents from and against any and all liability, claims, suits, actions, losses, costs or expenses, including reasonable attorneys’ fees, relating to or arising out of any claim or demand (a) for any Taxes, penalties and interest paid by Buyer, and any actions related thereto taken by Buyer (b) relating to or arising out of any alleged Third Party Right with respect to any Product or Services; (c) relating to or arising out of Vendor’s breach of any representations or warranties; (d) of an environmental nature arising or relating to Vendor’s provision, or failure to provide, Products or Services, whether brought by a regulatory authority or third party; and (e) which Buyer’s customers or any other person, whether or not in privity to Vendor, may make against Buyer based upon or arising from the purchase, sale, or use of Product or from any patent or hidden defects in the quality of Product or the dangerous condition thereof, regardless of the legal theory asserted or if brought pursuant to a class action statute. Each Purchase Agreement constitutes the entire agreement between Buyer and Vendor with respect to the subject matter thereof, and supersedes all prior oral or written agreements.

Buyer shall at all times have title to the Specifications developed by Buyer or developed by Vendor for Buyer, and Vendor shall use such Specifications only in connection with this Purchase Agreement. Vendor represents and warrants to Buyer that: (a) it has the authority to perform its obligations hereunder, (b) it has good and marketable title to the Product, and that the Product shall be sold and delivered to Buyer free from any and all security interests, liens and encumbrances, (c) it is in compliance with all applicable laws, regulations and orders, (d) on the date of delivery to Buyer and for a period of at least one (1) year thereafter, the Product, all materials, parts and equipment shall be of merchantable quality, will be free from defects in materials or workmanship, will be suitable for the purpose for which sold to Buyer, and will perform in accordance with applicable Specifications, (e) all Services will be performed in a professional and workmanlike manner; and (f) the Product and the results from Services will not infringe or invade any third party’s intellectual property, privacy or other property right (“Third Party Right(s)”). Buyer’s aggregate liability arising from or relating to this Purchase Agreement or the Products or Services is limited to the amount paid by Buyer for the applicable Product or Services. Vendor at all times will comply with all laws applicable in the United States of America and any other country, jurisdiction or place where the Product is located during its manufacture or delivery to Buyer or where Services are performed. Each Purchase Agreement shall govern Buyer’s purchase of the Products and/or Services, as well as any subsequent purchase of products or services from Vendor, unless otherwise expressly agreed to by the parties.

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Setup your storefront with a single block and fill in your products details as you would in a regular document.Vendor shall (a) not ship Product or begin performing Services in advance of the time necessary to meet Buyer’s delivery schedule, except as expressly consented to in writing by Buyer; and (b) promptly notify Buyer of any delay or anticipated delay in delivery of Product or performance of Services.



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