Each Purchase Order that GridPoint, Inc. or its affiliate issues is pursuant to these Terms and Conditions of Purchase (“Terms”). These Terms only apply to transactions that do not have a written agreement, duly executed by both Seller and Buyer. Acceptance of this Purchase Order is an agreement to accept the Terms outlined here. If there is such an agreement, then those terms shall be the Terms that govern the transaction and relationship of the parties. In these Terms, “Buyer” means GridPoint, Inc, or its affiliate, as specified in the purchase order, “goods” and “services” refer to the goods or services described in the purchase order (“Purchase Order” or “Order”) that are to be purchased by Buyer from the seller named in the Purchase Order (“Seller”), and “Contract” refers to any contract formed pursuant to the Purchase Order. Terms and conditions different from or in addition to these Terms, whether contained in any acknowledgment of this Order, or with delivery of any goods or services under this Order, or otherwise, will not be binding on Buyer, whether or not they would materially alter this Order, and Buyer hereby rejects them. These Terms may be modified only by a written document signed by duly authorized representatives of Buyer and Seller.

  1. Default. Time is of the essence of this Order. Buyer may by written notice to Seller (a) terminate all or any part of this Order if Seller fails to perform, or so fails to make progress as to endanger performance of this Order in accordance with its terms, and does not cure such failure within a period of ten (10) days (or such longer period as Buyer may authorize in writing) after receipt of notice from Buyer specifying such failure; and (b) procure, on such terms as it will deem appropriate, goods or services similar to those so terminated. Seller will continue performance of this Order to the extent not terminated and will be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Order price will be negotiated. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller will promptly notify Buyer in writing. If Seller does not comply with Buyer’s delivery schedule, Buyer may cancel the order in full or part, request expedited shipping at the seller’s expense, or collect a 5% fee per line item penalty. The rights and remedies of Buyer provided in this Section 1 will not be exclusive and are in addition to any other rights and remedies provided by the Uniform Commercial Code, by law, at equity or under this Order.
  2. Price. This Order must not be filled at a price higher than shown on the Order. If no price is set forth on the front of the Order, the goods or services will be billed at the price last quoted or at the prevailing market price, whichever is lower, and, in any event, goods and services ordered under this Order will not be billed at a higher price than last quoted or charged without Buyer’s specific written authorization. Unless Buyer agrees otherwise in writing, Buyer shall not be required to pay any late charge, interest, finance charge or similar charge. Buyer will be entitled at all times to set off any amount owed at any time by Seller or any of its affiliates to Buyer or any of its affiliates against any amount payable at any time by Buyer in connection with this Order. The price to be paid by Buyer and stated on the Purchase Order shall not be increased unless specifically authorized in writing by issuance of a revised purchase order signed by Buyer. No extra charges of any kind will be allowed unless specifically agreed to in writing by the Buyer. All applicable taxes arising out of transactions contemplated by the Order will be borne by Seller except as otherwise specified by the parties in writing. If Seller reduces its prices for such goods and/or services during the term of this Order, Seller shall correspondingly reduce the prices of goods and/or services sold thereafter to Buyer under this Order.
  3. Packing and Cartage. No charge for packing or cartage will be allowed except as stated on the purchase order. A detailed packing list shall be included with each order. Seller shall require the carrier to indicate Buyer’s purchase order number on the freight bill. Any bill of lading shall indicate that the goods were tendered to the carrier in a sorted and segregated manner. Seller shall follow Buyer’s routing logistics instructions as outline in the Purchase Order.
  4. Warranty. Seller represents and warrants to Buyer, and agrees, that (1) the goods will conform to specifications provided by Seller and will be safe for use in conformance with such specifications, (2) the goods and services shall be safe and free from defects in material and workmanship merchantable, fit for the purposes for which Buyer intends them, free from all liens, encumbrances, and claims, (3) the goods and services, and Buyer’s exploitations thereof, shall not infringe any patent, trademark, copyright, or other proprietary right, anywhere in the world, (4) all services are performed in a manner acceptable in the industry and in accordance with generally accepted standards, are free from all defects, are fit for the particular purposes for which they are acquired, and are provided in strict accordance with the specifications or other requirements (including performance specifications) approved or adopted by Buyer, (5) all goods sold will be of merchantable quality, free from all defects in design, workmanship and materials, and fit for the particular purposes for which they are purchased and that the goods and services are provided in strict accordance with the specifications, samples, drawings, designs or other requirements (including performance specifications) approved or adopted by Buyer, (6) the prices for the goods or services sold to Buyer under this Order are not less favorable than those currently extended to any other customer for the same or similar goods and/or services in equal or lesser quantities (7) Buyer’s inspection, test, acceptance, or use of the goods shall not affect Seller’s obligations under these warranties. Seller shall replace or correct, at Buyer’s option and at Seller’s cost, defects of any goods not conforming to these warranties. If Seller fails to correct defects in or replace nonconforming goods within ten (10) days from the date the Buyer notifies Seller of the defect or defects, Buyer may, on ten (10) days prior written notice to Seller, either (i) make such corrections or replace such goods and charge Seller for all costs incurred by Buyer, or (ii) revoke its acceptance of the goods in which event Seller shall be obligated to refund the purchase price and make all necessary arrangements, at Seller’s cost, for the return of the goods to Seller. All warranties of Seller herein or that are implied by law shall survive any inspection, delivery, acceptance, or payment by Buyer. Any attempt by Seller to limit, disclaim, or restrict these warranties or any remedies of Buyer, by acknowledgment or otherwise, in accepting or performing this Order, will be null, void, and ineffective without Buyer’s written consent.
  5. Termination. Buyer may suspend the performance of or terminate the Purchase Order or the Contract, in whole or in part, at any time for any reason by written notice to Seller stating the extent and effective date of suspension or termination. When Seller receives notice of termination it shall, unless otherwise directed by Buyer, stop work and acquisition of materials under the Contract and protect property in Seller’s possession in which Buyer has or may acquire an interest. If Seller is not at fault, Buyer agrees to pay termination charges limited, however, to the cost of labor and materials for producing goods under the purchase order incurred by Seller prior to the time Buyer notifies Seller of termination, less any net recovery to Seller on disposition or other use of the goods. Seller shall use its best efforts to mitigate its damages under this paragraph. Buyer shall not be liable in any event for any incidental, consequential, indirect or any other special damages of Seller, including lost profits. Termination under this paragraph shall terminate only Seller’s obligation and right to deliver goods or provide services under any provision of the Contract other than this paragraph and shall not terminate or impair Seller’s other obligations, or any of Buyer’s rights, under the Contract. Notwithstanding the foregoing, Buyer shall not be liable for any suspension or termination resulting from strike, lockout, riot, war, insurrection, fire, flood, act of God, or other cause beyond Buyer’s control.
  6. Remedies. If Seller breaches any provision in the Contract, Seller agrees to reimburse Buyer for all damages suffered, including but not limited to incidental, consequential and other damages, as well as lost profits. The remedies in the Contract order shall be cumulative and in addition to any other remedies allowed to Buyer under applicable law. No waiver by Buyer of any breach or remedy shall be a waiver of any other breach or remedy.
  7. Indemnity. Buyer shall defend, indemnify and hold harmless the supplier from and against any and all causes of action, claims, costs, damages, fines, liabilities, losses, or penalties of any kind arising from any claim that the designs, specifications or instructions provided or required by Buyer infringe the intellectual property rights of any third party.