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acceptance or written confirmation or other communication from Seller. This order includes an
arbitration clause, below.
8.2 Purchase
This Purchase Order will be Interpreted and performance determined in accordance with the laws of
California.
A) Any controversy or claim arising out of or relating to this contract, or the breach thereof,
including (but not by way of limitation) the quality or acceptability of goods delivered,
payments, failure to meet specifications, or the question of whether any such controversy or
claim is properly arbitratable, shall be settled by arbitration in San Francisco County,
California, in accordance with the Commercial Arbitration rules of the American Arbitration
Association, and the judgment upon the award rendered by the arbitrator(s) may be entered
in any court having competent jurisdiction thereof.
B) Time Is Of The Essence Of This Order. The Buyer may cancel all or any part of this order if
the merchandise is not shipped per the date specified or such other date as may be agreed
to in writing by Buyer and Seller. Shipments arriving at Buyer’s facilities more than ten (10)
working days prior to the agreed upon delivery date may be returned at Seller’s expense for
reshipment per the established schedule.
C) The Buyer reserves the right to cancel all or any part of this order in the event of the
happening of any of the following, but not limited to: Insolvency of Seller; Filing of a voluntary
petition in bankruptcy; Filing of an involuntary petition to have the Seller declared bankrupt,
provided it is not vacated within thirty (30) days from the date of filing; The appointment of a
receiver or trustee for Seller; The execution by Seller of an assignment for the benefit of it’s
creditors.
D) The Seller shall not assign this purchase order or any interest therein or any monies due to
become payable under this order without the prior written consent of Buyer.
E) Items shipped in excess of Buyer’s order will be returned at Seller’s expense. not be
responsible for any items without a written Purchase Order, or written amendment of same,
approved by the Buyer.
F) Goods made in accordance with Buyer’s specifications and/or drawings shall not be quoted
to any other person or concern without expressed written approval from Buyer.
G) The Seller will show this Purchase Order Number on all shipments and papers pertaining to
this order.
H) Costs for tooling, setup charges and/or transportation charges to be borne by Buyer will be
separately stated on the invoice.
I) All shipments are to be sent Prepaid. Buyer does not accept C.O.D. shipments.
J) The Seller hereby warrants the merchandise and workmanship of the materials delivered on
this order to me in accordance with specifications, drawings, or samples in all respects and
agrees that this warranty shall survive acceptance by Buyer. All material and workmanship
entering into the performance of this order shall be subject to Buyer’s inspection and
approval before acceptance. In case the articles are found to be defective in material or
workmanship, or otherwise not in conformity with the requirements of this order, Buyer shall
have the right to reject same and/or require their correction or prompt replacement with
satisfactory materials or workmanship.
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