Grainger Global Sourcing, a division of Grainger International, Inc. / other members of W.W. Grainger, Inc. group of companies

Standard Purchase Order Terms & Conditions

Article 1: Applicability

1.1           The order placed herewith for the purchase of goods and / or services by Grainger Global Sourcing, a division of Grainger International, Inc. or by any other member of W.W. Grainger, Inc. group of companies (“Buyer”) from Seller, as identified on the Purchase Order, is subject to the terms and conditions of purchase stated herein. Buyer’s Purchase Order and Buyer’s Standard Purchase Order Terms & Conditions and hereafter referred to jointly as “PO”.

1.2           BUYER SPECIFICALLY OBJECTS TO THE INCLUSION OF ANY DIFFERENT OR ADDITIONAL TERMS OR CONDITIONS BY THE SELLER IN ACKNOWLEDGING AND ACCEPTING THIS PO. If Seller does include different or additional terms or conditions in its acknowledgement, acceptance, confirmation, invoice, or other written forms sent in response to this PO and Seller expressly conditions its acceptance of this PO upon acceptance by the Buyer of such different and additional terms and conditions, neither Buyer’s acceptance of or delivery of all part of the goods covered thereby nor payment for those goods shall constitute acceptance by Buyer of Seller’s different and additional terms.

1.3           If this PO is made in response to a written proposal or other form of offer from Seller, and if Seller’s proposal or other form of offer contains terms additional to or different from this PO, then BUYER’S ACCEPTANCE OF SELLER’S PROPOSAL OR OFFER IS HEREBY EXPRESSLY CONDITIONED UPON SELLER’S ASSENT TO ALL THE TERMS AND CONDITIONS CONTAINED IN THIS PO. The commencement of any work or the performance of any services purchased hereunder, as well as the shipment of confirming or nonconforming goods shall constitute acceptance by Seller of this PO.

1.4           If Buyer agrees in writing to Seller’s different or additional terms or conditions, all other provisions of   this PO shall remain in full force.  If there is a conflict of terms and conditions, this PO will prevail.

Article 2: Binding Orders

2.1           This PO constitutes an offer and may be revoked or changed by Buyer at any time before its acceptance in writing by Seller.

2.2           The Buyer may require the Seller to acknowledge and confirm within the time period specified by the Buyer in Buyer’s acknowledgement form provided by the Buyer.

Article 3: Price and Payment

3.1           Seller guarantees that the prices on the face of this PO shall not be increased unless agreed to in writing.

3.2           Unless expressly agreed to the contrary, all prices shall be net selling price (after deductions for discounts, promotions, etc.)

3.3           Seller further guarantees that the prices contained in this PO do not exceed the maximum establish by federal or state law.

3.4           Buyer shall receive the benefit of any general reduction that Seller may make in the price of goods with the quality and quantity provided for in this PO.

3.5           Unless otherwise agreed to in writing by Buyer, the purchase price set forth on the face of this PO constitutes the full amount due from Buyer to Seller pursuant to this PO.

3.6           Buyer shall pay the purchase price within sixty (60) days after delivery of the goods or revoke its acceptance of all or part of the goods in accord with  the applicable laws as set forth in Article 19, except as modified by the terms of this PO. If the goods are delivered prior to the delivery date specified by this PO, the Buyer reserves the right to make payment in accord with the provisions of this paragraph 3.6 with the term for payment commencing on the agreed date of delivery rather than the actual date of delivery. The Buyer reserves the right to charge Seller for any costs of warehousing storage resulting from early delivery of the goods, or to return the goods to the Seller at Seller’s expense.

Article 4: Warranty

4.1           Seller expressly warrants that the goods or services purchased in accord with this PO shall confirm to the specifications, drawings, samples or other descriptions furnished or specified by Buyer, if any were provided, including performance specifications, and in addition will be fit for the purpose intended, be of good material and workmanship, and be free from any defect and material, labor or fabrication. THE WARRANTIES CONTAINED IN THIS PARAGRAPH ARE IN ADDITION TO WARRANTIES AND REMEDIES PROVIDED BY THE  APPLICABLE LAWS AS SET FORTH IN ARTICLE 19.

Article 5: Inspection and Testing by Seller

5.1           Prior to leaving Seller’s location, the Seller shall carefully inspect and test whether the goods are in compliance with this PO. At the Buyer’s request, the Seller shall submit, at Seller’s expense, a certified copy of the text reports.

5.2           The Buyer shall have the right to inspect and test the goods or their performance during their processing, manufacturing or storage by Seller.

5.3           Buyer or its agents shall have access during normal business hours to the Seller’s facilities where the goods, ordered by the Buyer, are manufactured, processed or stored.

Article 6: Packaging and Shipment

6.1           All goods ordered pursuant to this PO shall be suitably packed, marked and shipped in ordinance with the requirements of common carriers in a manner to secure lowest transportation costs.

6.2           Seller must follow all Buyer’s written instructions as to labeling, packing, palletizing, certification of standard, etc. These instructions shall be strictly followed unless Buyer expressly agrees in advance to any modifications.

6.3           Seller shall follow all of the Buyer’s written instructions as to mode and routing of shipments including designation of common carrier.

6.4           Unless otherwise specified on the face of this PO or authorized in writing by the Buyer, all shipments are F.O.B  and shall be made at Seller’s expense and risk. Unless otherwise expressly shown on the face of this order no charge will be allowed for packing, boxing, freight, expense or cartage. If the price herein does include freight and the freight rate for charges between point of shipment and designation are reduced  by cost of loading goods for shipment, the price paid shall be reduced accordingly and Buyer shall entitled to a credit equivalent to such reduction.

6.5           Duplicate itemized invoices showing Buyer’s PO, accompanied by bill of lading covering each shipment and giving weight and rate must be rendered on the date of shipment.

6.6           In addition to other rights and remedies provided to this PO, Buyer may reject goods shipped contrary to instructions or not in a recognized standard shipping container.

Article 7: Storage

7.1           If the Buyer, for whatever reason, is not be able to take delivery of the goods at the time agreed upon and the goods are ready for delivery, the Seller shall, at the Buyer’s request, store and safeguard the goods and take all reasonable steps to prevent the quality from deteriorating until they have been delivered to the Buyer. The Buyer and the Seller shall make separate arrangements related to the payment and date of delivery.

Article 8: Transfer of Title and Passing of Risk

8.1           Title to and the risk of loss of the goods covered by this PO shall not pass to the Buyer until delivery of goods at Buyer’s facility and accepted by Buyer.

8.2           Seller assumes all responsibility for and expense of preparing and filing claims against carriers for loss or damage to goods in transit.

8.3           If Seller postpones the delivery at Buyer’s request as provided in Article 7.1 and stores goods at the Buyer’s request, title in goods shall pass to the Buyer, provided payment has been made, but the risk in the goods shall remain with the Seller. The Seller shall store goods separately as the recognized property of the Buyer.

Article 9: Delivery

9.1           Delivery of goods purchased under this PO must be made within the time specified by the Buyer on the face of this order unless Buyer approves in writing of a revised delivery schedule per Article 7.1 of this Agreement.

9.2           Seller shall promptly notify Buyer in writing if Seller has reason to believe that deliveries will not be made as scheduled, stating the causes for the delay.

9.3           TIME IS OF THE ESSENCE AND THE SELLER IS HEREBY NOTIFIED THAT FAILURE TO SHIP ON TIME WILL RESULT IN SUBSTANTIAL DAMAGE TO BUYER.

9.4           Unless otherwise specified by this PO, all good purchased under this PO must be tendered in a single delivery and not to lots from time to time.

9.5           If delivery is not made as specified in this PO, Buyer may terminate this PO as to all or any portion of the goods ordered and Seller agrees to indemnify Buyer for any loss, damage or penalty resulting from Seller’s failure to make delivery as specified including any incidental and consequential damages. Buyer may further return, with a carrier chosen by Buyer and at Seller’s expense and risk, any goods delivered pursuant to this PO which are no longer useable or saleable by Buyer as the result of Seller’s breach of delivery terms of this Agreement.

Article 10: Right of Inspection and Rejection

10.1         All goods are received subject to Buyer’s right to inspection at Buyer’s facility before payment or acceptance. Payment for the goods purchased pursuant to this PO  shall not constitute acceptance of the goods.

10.2         Buyer’s rejection or revocation of acceptance of any goods or services purchased pursuant to this PO shall be effective if Buyer notifies Seller within one (1) month following Buyer’s discovery of the defect or other breach justifying rejection or revocation of acceptance.

10.3         Any rejected goods may be returned or held at Seller’s risk and expense, and Buyer may charge Seller with the cost of transportation, shipping, unpacking, examining, repacking, reshipping, or like expenses.

10.4         At Buyer’s option, Seller shall at immediately, if at all possible, and at Seller’s expense, including transportation costs, replace the rejected goods or services, but goods returned as defective shall be replaced without Seller’s written authorization.

10.5          For two (2) years after the date of this PO,  Buyer or its designees shall have the right, at its expense, with or without reasonable notice, to inspect Seller’s plants and equipment, and copy and review information and records relevant to the manufacture and sale of products, and as otherwise necessary to confirm ongoing compliance with the terms of this Agreement.  The right to audit shall include subcontractors in which goods or services are subcontracted by Seller.  Seller shall maintain a reasonable accounting system to substantiate their compliance with this Agreement. Seller shall furnish all requested information, records and materials in Seller’s possession or control to facilitate such inspection, including but not limited to: (i) personnel files on each employee reflecting proof of age, (ii) working hours and payroll records by employee; (iii) local health and safety evaluations; (iv) employee grievances and suggestions and employer responses; (v) documentation of exemption from local law; (vi) payroll records; (vii) terms and conditions of employment.  Upon Seller’s receipt of Buyer’s notice of non-conformity with this Agreement, Seller shall at its expense promptly take all measures necessary to remedy the deficiencies or non-compliance noted by Buyer or its designees.

10.6        Seller shall inspect all products for quantity and quality for each product shipment. Buyer or its agent shall also have the right to make its own inspection and reject any products not complying with this Agreement or this PO. Buyer may dispatch, at its own expense, a quality control person to work with Seller personnel for purposes of inspecting any facility at which any products are being manufactured or assembled (including any facilities of Seller, its affiliates, subsidiaries, subcontractors and suppliers) and any and all products at any stage of manufacture, assembly, or delivery. Such person(s): (i) shall have unrestricted access to that portion of Seller’s plant facilities where products are manufactured, (ii) shall take possession and control of a reasonable number of samples, and (iii) in cooperation with Seller’s engineers shall have the right to review quality control with respect to the material and workmanship of products being manufactured by Seller. Each shipment of products manufactured, exported and sold hereunder to Buyer shall be accompanied by accurate quality control reports (the nature, content and form of such reports to be agreed by Seller and Buyer) prepared by Seller with respect to the shipment.

Article 11: Damages

11.1         The remedies conferred on the parties by this PO are in addition to all remedies available under the  applicable laws as set forth in Article 19 and are cumulative with all other rights accorded to the parties under law or equity. Such rights, moreover, shall in no way impair the rights and remedies of either party incident to any obligation collateral or ancillary to this PO.

11.2         Neither party shall be liable for delays or defaults due to acts of God, acts of governmental authority, war, fire, flood, strikes, or other causes beyond its control, provided, that Seller shall not be relived of liability for delays or defaults due to labor trouble or shortage, inability to obtain materials, equipment or transportation, and provided also, that in any event Buyer may terminate this Agreement as to all or any portion of the goods if delivery is not made as specified.

Article 12: Regulatory Compliance and Statutory Requirements 

12.1        The Seller warrants that the goods or services purchased pursuant to this PO have been manufactured, delivered or performed in compliance with all applicable treaties, standards, federal, state and local laws and regulations in the countries where Buyer does business including but not limited to the United States, Canada, Mexico, the European Union and its Member States, and Seller agrees to furnish upon request, certification of such compliance. 

12.2        Seller agrees to furnish on each invoice a certificate, in a form approved by the United States Department of Labor, that the goods or services purchased have been manufactured, delivered or performed in accordance with the Fair Labor Standards Act of 1938, as amended. Seller agrees to indemnify Buyer for any damage, claim or judgment incurred by Buyer because of violation of this law. 

12.3       Purchases by Buyer of Seller products by or on behalf of the U.S. Government under a U.S. Government prime contract (including a U.S. Government Blanket Purchase Agreement) may be subject to certain Federal Acquisition Regulation (FAR) clauses.  To the extent any of the following FAR clauses (i) are contained in the applicable prime contract or higher tier subcontract; (ii) are applicable to commercial item procurements (Seller asserts that all of Seller’s products are commercial items as defined by FAR 2.101); and (iii) are otherwise specifically applicable to Seller and Seller’s products in the context of the specific procurement, then said clauses are incorporated into this Agreement: 52.203-13 (Contractor Code of Business Ethics and Conduct); 52.222-50, (Combating Trafficking in Persons); and, 52.247-64 (Preference for Privately Owned U.S.-Flag Commercial Vessels). To the extent that Buyer purchases Seller products for the purpose of a supply by Seller subject to any government procurement laws, regulations or specific tender requirements, Seller warrants that the Sellers product meets and complies with the requirements as apply pursuant to such government procurement laws, regulations or specific tender requirements. 

12.4       Seller certifies, represents and warrants as of the execution date of this PO and on a continuing basis thereafter, that country of origin labeling, identification, product packaging and certifications in relation to the product and its packaging are complete and accurate, and comply with applicable laws of Seller’s country of supply, the Buyer’s country and country of delivery such as (but not limited to) the United States, Canada, Mexico, the European Union and its Member States, including but not limited to: The Buy America Act, Trade Agreements Acts. Seller shall mark all products and/or packaging with correct country of origin markings, and provide accurate Export Control Compliance Numbers ("ECCNs"), Harmonized System and customs codes in conformity with all applicable trade laws, including those of the country of delivery. 

12.5        Seller makes the following representation, and warranty on a continuing basis: Seller and Sellers product will comply with the applicable Product safety laws and regulations including but not limited to the U.S. Consumer Product Safety Commission regulations as applicable.as well as the product safety laws and regulations of the European Union and its Member States, and Seller will provide correct accurate Certificates of Conformity as requested by such applicable laws and regulations, including the Consumer Product Safety Improvement Act 2008.

Article 13: Infringement / Trademark License

13.1         Seller also agrees to indemnify and hold Buyer harmless from all liability, loss, damage, claims, expenses and judgments arising from or based upon any actual or alleged unfair competition or infringement of any patent, trademarks or copyright or any other intellectual property right relating to any goods purchased hereunder, whether or not such claim arises out of compliance by Seller with specifications provided by Buyer.

13.2         Buyer grants Seller a non-exclusive, non-transferable, royalty free license to use, during the term of this Agreement, the Fabory trademark and other Buyer trademark(s) solely as approved or authorized by Buyer in writing and apply such trademark(s) on product and product packaging created for Buyer or Buyer’s affiliate.  Nothing herein shall provide Seller with the right or license to use the Buyer’s trademark(s) on any products or product packaging sold to any party other than Buyer or Buyer’s affiliates.

Article 14: Confidentiality

14.1         The Seller may not disclose to any third parties any information or knowledge obtained by Seller concerning Buyer’s business affairs and trade secrets including, but not limited to, models, drawing, schemes, designs, logistic formats and the like.

Article 15: Termination / Cancellation of Agreement

15.1        In the event of nonperformance, late or improper performance by the Seller of any of its obligations pursuant to this PO or any ancillary signed agreements based on the PO, or in the event of the Seller’s bankruptcy, insolvency or discontinuance of business, Seller’s shall be deemed to be in default by operation of law and the Buyer may unilaterally terminate this PO in whole or in part by written notice sent by registered mail to Seller. Buyer shall not be liable to Seller for damages as a result of Buyer’s termination of this PO pursuant to this paragraph nor shall Buyer’s termination of this PO pursuant to this paragraph demise any other rights Buyer may have in accord with the provision of this PO, or at law or equity.

15.2        Payment for the goods purchased pursuant to this PO shall be subjected to set off or recoupment for any present or future claims which Buyer or any of its affiliated companies may have against Seller.

15.3        Upon material breach by either party of obligations under this PO, if such breach substantially lessens the value of the contract to the other party, the other party may give notice of intent to terminate this PO. Notice of termination shall become final and effective thirty (30) days after notice of intent to terminate has been given, without necessity for judicial action, unless the notice is withdrawn as a result of correction of the breach or other action satisfactory to the party who gave the notice.

15.4        Upon the occurrence of any circumstances, including adoption of any law, regulation or policy by any government, that adversely affects the ability of the Buyer or Seller to perform its obligations hereunder or that so changes the relationship between Seller and Buyer as to undermine the basic assumptions and expectations of the parties at the time this PO was executed, or upon the failure of Buyer to execute any new or amendatory agreement as provided herein, Buyer may terminate this PO by giving notice to Seller. Notice of termination shall be effective immediately without necessity for judicial action.

15.5        Buyer may at any time cancel this PO or any component release under it, in whole or part, for any reason, by written notice, whereupon Seller shall terminate work pursuant to the terms of such notice. Seller shall promptly advise Buyer of the quantities of applicable work and material on hand or purchased prior to Buyer’s cancellation to support the pending release. Seller shall comply with Buyer’s instructions regarding disposition of such work and material. All claims by Seller based on the cancellation of any component release or this PO must be asserted in writing and in full within thirty (30) days from the date of the termination, or shall be waived. Buyer shall pay Seller the specified net price of completed work related to the pending release only based on this PO, and the cost to Seller (excluding profit or losses) of work in process and raw material, less, however (a) the agreed upon value of any items used or sold by Seller with Buyer’s consent, and (b) the reasonable value or cost (whichever is higher) of any defective, damaged or destroyed work or material and any items sold or used by Seller without Buyer’s consent. Buyer will make no payments for  finished work, work in progress or raw material fabricated or procured by Seller unnecessarily in advanced of the schedule shipment releases or in excess of Buyer’s delivery requirements as specified in Buyer’s PO or release schedules. The payment provided under this clause shall constitute Buyer’s liability in the event this PO or any component release is terminated as provided herein. The foregoing provisions of this clause not apply to any termination by Buyer for default of Seller or under the following circumstance where these express provisions shall apply: A. To the extent this PO covers items normally carried by Seller (as distinguished from items specially made to Buyer’s specifications), Buyer shall have no liability for any termination of this PO, in whole or in part, prior to actual shipment, and for any termination within ten (10) days after receipt by Buyer. Buyer’s liability shall be limited to returning said items and reimbursing Seller for direct costs of handling and transportation. B. In the event of any bankruptcy proceeding by or against Seller, or the appointment of a receiver for the benefit of Seller’s creditors, Buyer may cancel any unfilled part of this PO without any liability whatsoever. C. Buyer shall not be liable for failure to take delivery of material or work or render any other performance in the event of fire, accidents, labor difficulties, government actions, third party failures or any other conditions beyond Buyer’s control.

Article 16: Liability

16.1        In the event of breach of this Agreement by Seller, Seller shall be liable to Buyer for any loss or damages incurred by Buyer, including incidental and consequential damages, and any loss or damages that Buyer is entitled to at law or equity, including any damages Buyers is entitled to in accord with the  applicable laws as set forth in Article 19.

16.2        Seller agrees to indemnify and hold Buyer harmless, assume legal liability for and at Buyer’s option, defend Buyer, its agents, employees, officers and directors from any claims or action by any third person arising out of or alleged to arise out of this PO and any goods or services Seller provides to Buyer. “Third persons” shall include, by way of example and not limitation, employees of both Buyer and Seller and all third persons not connected with Buyer or Seller. Any costs, settlement, judgment or other expense that Buyer, its agents, employees, officers or directors may pay, or become obligated to pay, in connection with any such claim or action shall be reimbursed by Seller.

16.3        If Seller’s work under this Agreement involves operations by its employees on the premises of Buyer or one of Buyer’s customers, Seller shall maintain public liability, property damage and employees’ liability and compensation insurance as will protect Buyer from any claims or liability under any applicable Workmen’s Compensation and Occupational Disease Acts.

Article 17: Assignment of Rights and Obligations

17.1        No right or interest in this order shall be assigned, nor any obligation delegated, by Seller without Buyer’s written permission.

Article 18:  Insurance

18.1        Seller must purchase insurance, including product liability insurance, in an amount sufficient to ensure Seller’s obligations and liabilities as provided by this PO and Agreement, and at Buyer’s request Seller shall provide Buyer with proof of insurance. Seller agrees to name W.W.Grainger, Inc. and its subsidiaries and affiliates as additional insured on all policies and applicable endorsements.

Article 19: Choice of Law; Consent to Jurisdiction

19.1        United States, Canada and Latin America: If Buyer is a legal entity formed in the United States, then the construction, interpretation, and performance hereof and all transactions hereunder will be governed by the laws of (including the Uniform Commercial Code as enact by) the State of Illinois U.S.A., excluding its conflict of law rules. If Buyer is a legal entity formed in Canada, then the construction, interpretation, and performance hereof and all transactions hereunder will be governed by the laws of the Province of Ontario, Canada, excluding its conflict of law rules. If Buyer is a legal entity formed in a Latin American country, then the construction, interpretation, and performance hereof and all transactions hereunder will be governed by the laws of the country under which Buyer is formed. The parties hereby exclude application of the U.N. Convention on Contracts for the International Sale of Goods of 1980 (and any amendments or successors thereto) from this PO and any transaction between them related thereto. Any dispute arising out of or relating to this PO, including breach, termination or validity thereof, will be finally resolved by arbitration administered by the American Arbitration Association in accordance with its International Arbitration Rules, with the place of arbitration in Chicago, Illinois, U.S.A., if Buyer is a legal entity formed in the United States, Canada or a country in Latin America.

The language of arbitration will be English. Either party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party may also, without waiving any remedy under this PO, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending arbitrator’s determination of the merits of the controversy

19.2        Asia Pacific: If Buyer is a legal entity formed in an Asia Pacific country, then the construction, interpretation, and performance hereof and all transactions hereunder will be governed by the laws of the country under which Buyer’s entity is formed, excluding the UN Convention on Contracts for the International Sale of Goods of 1980 (and any amendments or successors thereto), and the courts of that country will have exclusive jurisdiction of any dispute except for the following locations where and any dispute arising out of or relating to this PO, including breach, termination or validity thereof, will be finally resolved in accordance with the rules of arbitration as noted below. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of arbitration and the language of arbitration will be selected by Buyer.

·       China – in accordance with the arbitration rules of the China International Economic and Trade Arbitration Commission.

·       India – in accordance with the arbitration rules of the Indian Arbitration and Conciliation Act 1996.

·       Singapore, Indonesia, Vietnam, Australia and New Zealand – in accordance with the arbitration rules of the Singapore International Arbitration Center.

·       Korea – in accordance with the arbitration rules of the Korean Commercial Arbitration Board.

·       Hong Kong – in accordance with the arbitration rules of the Hong Kong International Arbitration Center.

·       Malaysia – in accordance with the arbitration rules of the Kuala Lumpur Regional Arbitration Centre.

·       Taiwan – in accordance with the arbitration rules of the local Arbitration Act.

Either party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party may also, without waiving any remedy under this PO, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending arbitrator’s determination of the merits of the controversy.

19.3        Europe, Middle East and Africa: If Buyer is a legal entity formed in a European, Middle Eastern or African country, then the construction, interpretation and performance hereof and all transactions hereunder will be governed by the laws of the country under which Buyer’s entity is formed, excluding the UN Convention on Contracts for the International Sale of Goods of 1980 (and any amendments or successors thereto) if applicable in such country and any dispute arising out of or relating to this PO, including breach, termination or validity thereof, shall be submitted to the International Court of Arbitration of the International Chamber of Commerce and shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration and the language of arbitration will be selected by Buyer. Either party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party may also, without waiving any remedy under this PO, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending arbitrator’s determination of the merits of the controversy.

19.4        Other Locations: If this PO is issued by Buyer’s entities formed in countries not identified above, (a) the laws of the country and if applicable, state or province where Buyer’s entity issuing the PO was formed, will apply and (b) the courts sitting in the country and if applicable, state or province, where Buyer’s entity issuing the PO was formed, will have exclusive jurisdiction of any dispute.

19.5        Pending Settlement or Final Resolution: Pending settlement or final resolution of any dispute, Seller will proceed diligently with the performance of this PO in accordance with the directions from Buyer.

Article 20: Miscellaneous Provisions

20.1        The provisions of this Purchase Order are servable. If any provisions are held invalid by final judgment of a court, all other provisions shall remain valid.

20.2         No waiver, discharge, or renunciation of any claim or right of Buyer arising out of breach of these terms and conditions by Seller shall be effective unless in writing signed by Buyer and supported by consideration. Any waiver by Buyer of any breach by Seller shall be a waiver of that breach only and not any subsequent breach.