UtilityInnovation Group International Terms & Conditions

UTILITYINNOVATION GROUP INTERNATIONAL, LTD.

TERMS AND CONDITIONS FOR PURCHASES OF PRODUCTS AND SERVICES

These Terms and Conditions of Sale (these “Terms”) are the only terms that govern the purchase of products and services by UtilityInnovation Group International, LTD. (“Buyer”) and are binding on the seller (“Seller”) of any products and/or services purchased by Buyer, whether or not these Terms (in whole or in part) are included in Buyer’s purchase order, request for proposal, offer or other purchase/sale agreement (“Purchase Order”). Buyer’s purchase of any products and/or services from Seller is expressly conditioned upon Seller’s agreement to these Terms, which shall control over any additional, different, inconsistent or contrary provision in Seller’s proposal, offer, quote, form of purchase order, acceptance or service agreement or other purchase/sales forms or other communication by Seller. Buyer hereby rejects any and all such additional, different, inconsistent or contrary provisions.

Acceptance. By signing the Purchase Order or by full or partial performance thereof, Seller accepts the Purchase Order and agrees to be bound by these Terms, which are incorporated in the Purchase Order. Seller may not amend, modify or supplement the Purchase Order (including these Terms) without the prior written consent of Buyer, in its sole discretion. Seller acknowledges that these Terms, together with any special terms provided on Buyer’s valid Purchase Order, constitute the entire agreement between Buyer and Seller, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, including without limitation any of Seller’s terms and conditions, and may not be modified and/or amended except by in a separate agreement or amendment signed by Buyer’s and Seller’s authorised representatives.
Price. This is a firm price order. Buyer shall not be billed at prices higher than those stated in the Purchase Order. Unless otherwise specified in the Purchase Order, the price includes all charges for packaging, insurance, storage and transportation to point of delivery. Seller will pay all delivery charges in excess of any delivery charge Buyer has agreed to pay in the Purchase Order. The price stated includes all taxes except VAT tax, which Seller is required by law to invoice and collect from Buyer. Such taxes, if any, shall be separately stated in Seller’s invoice and paid by Buyer unless an exemption is available. No increase in the price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of Buyer.
Payment. Seller shall issue an invoice to Buyer on or any time after the completion of delivery and only in accordance with these Terms. Each Seller invoice shall, with respect to the charges thereon, describe any products delivered and any services performed, set forth the applicable Purchase Order number, contain all appropriate accompanying and supporting documentation and satisfy Buyer’s customary invoice requirements. Buyer shall pay all properly invoiced amounts due to Seller within the timeframe specified by the number of days (“Net Payment Terms”) included in the Purchase Order or 45 Days if there are no Net Payment Terms specified in Purchase Order. The Net Payments Terms will commence after Buyer’s receipt of an accurate and proper invoice for completed items, except for any amounts or items disputed by Buyer in good faith. All payments hereunder shall be in US dollars. Without prejudice to any other right or remedy it may have, Buyer reserves the right to set off at any time any amount owing to it by Seller against any amount payable by Buyer to Seller under the Purchase Order. Buyer shall notify Seller of any disputed amounts or items, and Buyer and Seller shall seek to resolve all such disputes in good faith. Seller shall continue performing its obligations under the Purchase Order notwithstanding any such dispute. Buyer will not be responsible for charges on invoices received more than one hundred twenty (120) days after the rendering of service is complete or the shipment of the products is received unless indicated otherwise in a written agreement between Buyer and Seller.
Delivery. Time is of the essence in the delivery of products and the performance of services set forth in the Purchase Order. Seller shall deliver the products (Incoterms 2024 - DDP) or perform the services no later than the date specified for delivery of products, and/or the date or schedule specified for the performance of the services, in each case at the location(s) specified in the Purchase Order or as otherwise agreed in writing by Buyer and Seller. Substitutions will not be accepted. Seller shall not ship excess quantities without Buyer’s prior approval. Except as otherwise provided herein, Buyer shall not be obligated to accept untimely, excess or under shipments, and Buyer shall have the right, at its option, to reject and return any such shipments, in whole or in part, or to hold the same for disposition at Seller’s expense and risk. If Seller fails to deliver any products in full on or before the scheduled delivery date, Buyer shall have the right, at its option, to terminate the Purchase Order by providing written notice to Seller, and Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller’s failure to deliver products on a timely basis. Seller shall pack all goods for shipment according to Buyer's instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition. Seller must provide Buyer prior written notice if it requires Buyer to return any packaging material. Any return of such packaging material shall be made at Seller's risk of loss and expense.
Changes. Buyer reserves the right, upon written notice to Seller, to make changes in specifications, quantities, delivery schedules or locations, or methods of shipment or packaging, of any products or services at any time. If any such changes would result in an increase or decrease in Seller’s cost and/or delivery schedule, Buyer and Seller shall agree on an equitable adjustment of the price and/or delivery schedule, provided that if Buyer and Seller cannot agree on an equitable adjustment, Buyer shall have the right to terminate the Purchase Order with respect to any products not delivered or services not performed.
Warranties. By accepting the Purchase Order, Seller warrants that (a) Seller owns all rights, title and interest in the products and services and has legal authority to sell, license or otherwise transfer the right to use or sell such items to Buyer; (b) the products are new and not used or re-manufactured, the products and services are of good and merchantable quality and free from defects in design, material and workmanship, are safe and conform to applicable specifications, drawings, samples, descriptions and associated documentation; (c) the product and services, Seller’s performance of the Purchase Order, and all warranties, guarantees, representations by Seller made in connection therewith, are in all respects in compliance with all applicable international, federal, state, local laws, rules and regulations, including but not limited to those relating to the importation of products into the United States, the transit of products through intermediate countries and the sale and use or foreign made products in the United States; (d) the products are fit for their intended purpose and operate as intended; (e) the products and services will not infringe or misappropriate any patents, trademarks, copyrights, trade secrets or similar intellectual property rights of any third party; (f) it shall perform the services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with best industry standards for similar services and shall devote adequate resources to meet its obligations under the Purchase Order; and (g) Seller will convey to Buyer good and merchantable title to the products and services, free and clear from all liens, security interests, claims and other encumbrances. These warranties, with respect to any products or services, shall run to Buyer and the Project Customer listed on the Purchase Order or any other customer identified in writing by Buyer to Seller as the ultimate consumer of such products and services (“Customer”) and shall continue for the warranty period duration (“Warranty Period”) specified in the Purchase Order or a minimum of twenty-four (24) months if no Warranty Period is specified in the Purchase Order. The Warranty Period will begin after Buyer’s or Customer’s acceptance of such products or services, plus twelve (12) months after any repair, replacement or re-performance of any defective products or services. Seller also agrees to pass along to Buyer and Customer any manufacturer’s warranty for any products not manufactured by Buyer. These warranties are cumulative and shall be in addition to all other warranties, express, implied or statutory. Remedies under this warranty shall include, without limitation, at Buyer’s or Customer’s option and at Seller’s sole expense, prompt repair, replacement, re-performance, or reimbursement of the purchase price. Seller also agrees to pass along to Buyer and Customer any manufacturer’s warranty for any products not manufactured by Buyer. The foregoing warranties shall survive any delivery, inspection, acceptance or payment by Buyer as well as the completion, cancellation or termination of the Purchase Order.
Inspection and Acceptance/Rejection. All products and services are subject to inspection and testing by Buyer at all times and places, and shall be subject to final acceptance by Buyer. Inspections and/or payments will not constitute final acceptance. Buyer shall have the right to reject any products or services that do not meet the specifications, or otherwise do not conform to any other requirements, of the Purchase Order or are otherwise defective. Products that have been rejected in whole or in part may, at Buyer’s option upon notice to Seller, be returned to Seller or held for disposition at Seller’s risk and expense, and Buyer shall have the option to rescind the Purchase Order for such products in its entirety, accept the rejected products at a mutually acceptable reduced price, or require Seller to promptly repair replace the rejected products at Seller’s expense. No repair, replacement or correction of nonconforming products shall be made by Seller unless agreed to in writing by Buyer. If requested by Buyer and Seller fails to timely deliver any replacement products, Buyer may replace them with products from a third party and charge Seller the cost thereof and terminate the Purchase Order. Payment for any products or services shall not be deemed acceptance and in no event shall Buyer incur any liability for payment for rejected products or services. Seller further agrees that upon the request of Buyer, Seller will repurchase any nonconforming products or services sold hereunder, if they have been paid for by Buyer, at the Purchase Order price plus all incidental costs associated with packaging, handling and shipment.
Seller’s Obligations Regarding Services. Seller shall, with respect to any services covered by the Purchase Order, (a) obtain and maintain all necessary licenses and consents and comply with all relevant laws applicable to the provision of the services; (b) comply with all rules, regulations and policies of Buyer and Customer relating to the services, including security procedures and general health and safety practices and procedures; (c) keep all premises and work free and clear of all mechanic’s liens; (d) take all necessary precautions (including all precautions as Buyer or Customer may prescribe) to prevent the occurrence of any injury to persons or property during the progress of such services; (e) repair or replace at Seller’s sole expense any property damaged or destroyed by Seller in the performance of the services; (f) obtain Buyer's written consent prior to entering into agreements with or otherwise engaging any subcontractor or similar business or person to provide any Services to Buyer (each such approved subcontractor or other third party, a “Permitted Subcontractor”), provided that Buyer’s approval of any Permitted Subcontractor shall not create any contractual relationship with Buyer nor shall it relieve Seller of its obligations under the Purchase Order, and Seller shall remain fully responsible for the performance of each such Permitted Subcontractor and its personnel and for their compliance with all of the terms and conditions of the Purchase Order as if they were Seller's own personnel; (g) require each Permitted Subcontractor to be bound in writing by the confidentiality provisions of these Terms; (h) ensure that all persons, whether employees, agents, suppliers, vendors, Permitted Subcontractors, or anyone acting for or on behalf of the Seller, are properly licensed, certified or accredited as required by applicable laws, rules and regulations and are suitably skilled, experienced and qualified to perform the services; and (i) provide all sufficient personnel, materials, supplies, tools and equipment and other resources to ensure that the services are properly performed and timely completed. insurance covering all employees to be used by Seller or Seller’s subcontractors in connection with such services.
Seller’s Compliance with Applicable Law. At all times while performing the Purchase Order, Seller shall comply with all applicable federal, state, local and foreign laws, rules, regulations and other requirements and maintain in effect all the licenses, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Purchase Order. , Seller shall not discriminate against any individuals based on their race, color, national origin, religion, sex, age, mental or physical disability, or status as a veteran, and shall refrain from engaging in any illegal, unethical or deceptive practices. Seller shall comply with all export and import laws of all countries involved in the sale or resale of products by Seller. Seller assumes all responsibility for shipments of products requiring any government import clearance. Buyer may terminate the Purchase Order if any governmental authority imposes antidumping or countervailing duties or any other penalties on products.
Seller’s Records and Buyer’s Audit Right. Seller shall maintain complete and accurate records relating to the sale and provision of all products and services sole and provided by Seller under the Purchase Order. Buyer and its representatives shall have the right, upon reasonable prior written notice to Seller and at Buyer’s expense, to examine Seller’s records and interview Seller personnel with respect to any products and services for the purpose of determining compliance with this Purchase Order, provided any on-site examination shall occur only during the normal business hours. Seller shall retain such records, and Buyer’s audit right shall continue, for three years after the fulfillment, cancellation or termination of the Purchase Order.
Title and Risk of Loss. Title and risk of loss shall pass to Buyer upon Buyer’s receipt of products at the destination set forth in the Purchase Order or upon Buyer’s acceptance of the services.
Resolution of Conflicts or Inconsistencies. It is Seller’s responsibility to comply with the Purchase Order and all referenced documents, and to clarify with Buyer any inconsistencies or conflicts in any parts of the Purchase Order or referenced documents. If Seller fails to contact Buyer to resolve conflicts or inconsistencies, Seller will be solely responsible for errors resulting from any such conflicts or inconsistencies.
Confidential Information. Seller agrees to: (a) hold in strict confidence all Confidential Information; (b) require its employees and other personnel who have access to Confidential Information to agree to comply with the requirements of the Purchase Order; (c) not disclose Confidential Information in any form or medium to any third party except as may be required by law or as necessary to provide products and perform services under the Purchase Order; and (d) not use any Confidential Information for any purpose other than to perform the Purchase Order. “Confidential Information” means all information, whether in written, oral, electronic or other form, and whether or not marked or otherwise identified as confidential, that is disclosed, directly or indirectly, through any means of communication, by Buyer or Customer to or otherwise accessed by Seller, including but not limited to any designs, plans, drawings, masters, software, specifications, samples, raw materials, components, data, operations, pricing, customer information, and other business and financial information. Confidential Information does not include information that Seller can demonstrate: (i) is in the public domain through no direct or indirect disclosure or other action of Seller; (ii) was in Seller’s possession prior to its receipt from Buyer; (iii) was disclosed or used with the prior written approval of Buyer; (iv) was developed independently of and without reference to any Confidential Information; (v) is rightfully obtained by Buyer on a non-confidential basis from a third party that had not duty of confidentiality to Buyer; or (vi) required by applicable law, regulation, court order or legal process to be disclosed by Seller, provided Seller provides Buyer with prompt notice of such requirement where permitted by law and reasonable cooperates with any efforts by Buyer to seek appropriate legal or other relief and uses reasonable efforts to ensure that all Confidential Information so disclosed is treated confidentially. Seller will not copy or otherwise reproduce the Confidential Information except as necessary to perform the Purchase Order. Upon Buyer’s request or at the completion of the Purchase Order, Seller will cease using and, at Buyer’s option, return or destroy the Confidential Information and all copies thereof in all forms and format and certify to Buyer that all Confidential Information has been returned or destroyed. Seller agrees that the Confidential Information of Buyer and Customer is and will remain the property and asset of Buyer and Customer, as applicable. Seller shall not obtain, by virtue of the Purchase Order, any rights, title, or interest in any Confidential Information, including, without limitation, any pending or registered patents, copyrights, trademarks, or trade secret information.
Termination for Buyer’s Convenience. Buyer may terminate this Purchase Order, in whole or in part, for convenience at any time prior to shipment of products or performance of services by written notice to Seller. Upon receipt of such notice, Seller shall, unless the notice directs otherwise, immediately discontinue performance of the terminated Purchase Order and the placing of all orders for materials, facilities and supplies and cancel all existing orders and terminate all contracts insofar as such orders or contracts in connection with the terminated Purchase Order, minimising costs and liabilities for such cancellations. As full and complete compensation to Seller for such termination for convenience, Buyer shall pay Seller for all products delivered and services performed prior to the termination and accepted by Buyer proportionate to and based upon the Purchase Order price for such products and services. Upon Buyer’s payment to Seller, all right, title and interest in and to such delivered products and performed services, and all other equipment, materials, work-in-progress, and other items for which Seller has been paid, shall vest in Buyer. Nothing contained herein shall be construed to limit or modify any remedies that Buyer may have as a result of default by Seller.
Cancellation Upon Seller Default. Buyer reserves the right, by written notice of default to Seller, to cancel this Purchase Order, or any portion thereof, without liability to Buyer, if any of the following events occurs: (a) Seller fails to perform the Purchase Order when and as specified; (b) Seller fails to meet its commitments as to exact time, price, quality or quantity or otherwise breaches any terms of the Purchase Order, including these Terms; (c) Seller ceases to conduct its operation in the normal course of business or Seller merges with or consolidates into another entity or sells all or substantially all of its business, assets or equity; (d) Seller is unable to meet its obligations as they mature; (e) proceedings are instituted by or against Seller under the bankruptcy laws or any other laws relating to the relief of creditors; (f) a receiver is appointed or applied for by Seller; or (g) any assignment is made by Seller for the benefit of creditors. Buyer also reserves the right to cancel for any other reason permitted under applicable law. In the event of a cancellation for default, (i) Buyer shall have no further obligations to Seller except to pay for products delivered and services performed prior to such termination pursuant to and in full conformance with the Purchase Order that were accepted by Buyer; (ii) Seller shall reimburse Buyer for any and all damages, losses and liabilities incurred by Buyer directly or indirectly resulting from Seller’s default; and (iii) Buyer shall have the right to obtain the products or services ordered in the Purchase Order from another source, in which case Seller shall also reimburse Buyer for any costs and expenses of Buyer that exceed the equivalent cost of such products and services in the Purchase Order. These remedies upon Seller’s default are in addition to and not in lieu of any other remedies Buyer has at law or in equity.
Force Majeure. Neither Seller nor Buyer shall be liable under the Purchase Order for defaults, delays or failures that directly result from acts of God, wars, hostilities, civil disturbances, government actions, acts of terrorism, strikes (other than by Seller’s personnel), fires, floods, or any other unforeseeable events, circumstances or causes beyond its control and not due to its fault or negligence, for so long as such unforeseeable event, circumstance or cause persists and affects performance. The party whose performance is impacted shall (a) promptly notify the other party in writing of the cause of such delay and the likely length of the delay promptly, (b) use diligent efforts to end the failure or delay, mitigate the effects thereof and perform any portions of the Purchase Order that are not impacted, and (c) resume the performance of any impacted obligations as soon as reasonably practicable after the removal of the cause. If Seller is the impacted party and its failure or delay remains uncured for a period of thirty (30) or more days following written notice, Buyer shall have a right to terminate the unfulfilled portion of the Purchase Order by written notice to Seller.
Relationship. The relationship between Buyer and Seller is that of independent contractors. Nothing contained in the Purchase Order shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between Buyer and Seller. No employee of Seller shall be deemed to be an employee of Buyer for any purpose whatsoever. Seller shall have no right, power or authority to contract on behalf of, bind or otherwise create any obligation, expressed or implied, on behalf of Buyer or Customer and shall have no authority to represent Buyer or Customer as an agent.
No Counterfeit Products. As used in these Terms, “Counterfeit Products” are products that (a) are or contain items misrepresented as having been designed, produced, or sold by an authorised manufacturer or Seller, including without limitation unauthorised copies, replicas, or substitutes, or (b) have reached a design life limit or have been damaged beyond possible repair, but are altered and misrepresented as acceptable. Seller shall not deliver any Counterfeit Products to Buyer. Products delivered to Buyer or incorporated into other products and delivered to Buyer shall be new and shall be procured directly from the Original Component Manufacturer (“OCM”) or Original Equipment Manufacturer (“OEM”), as applicable, or through an OCM/OEM authorised distributor chain. If requested by Buyer, Seller shall provide OCM/OEM documentation that authenticates traceability of the affected items to the applicable OCM/OEM. In the event that any products delivered under the Purchase Order constitute or include Counterfeit Products, Seller shall, at its expense, promptly replace such Counterfeit Products with authentic products conforming to the requirements of the Purchase Order. Notwithstanding any other provision in the Purchase Order, Seller shall be liable for all costs relating to the removal and replacement of Counterfeit Products, including without limitation Buyer’s costs of removing Counterfeit Products, of reinserting replacement products, and of any testing necessitated by the reinstallation of products after Counterfeit Products have been exchanged.
Indemnification. Seller agrees to indemnify, defend and hold Buyer, Customer and their affiliates, and their respective officers, directors, managers, members employees, agents, customers, successors and assigns, harmless from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees), directly or indirectly arising out of or resulting from: (i) personal injury (including death) or damage to or destruction of property caused by or resulting from the acts or omissions of Seller or its personnel or agents in the performance of the Purchase Order; (ii) any defective products, products or materials provided by Seller under the Purchase Order; (iii) any breach by Seller of any terms, covenants, representations or warranties of or applicable to the Purchase Order; (iv) any actual or alleged infringement or misappropriation of any patent, trade mark, service mark, copyright or other intellectual property right of any third party arising out of the products and/or services delivered pursuant to the Purchase Order, or the ordinary use thereof by Buyer or Customer; and (v) the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers. Notwithstanding the foregoing, Seller’s indemnity obligations hereunder shall not apply to any claim, loss, liability, damage, or cost caused by the sole negligence or willful misconduct of Buyer. This indemnification obligation shall survive the fulfillment, termination or cancellation of the Purchase Order.
Insurance. Seller shall, at its own expense, maintain and keep in full force and effect the following minimum insurance coverage with financially sound and reputable insurance carriers until the Purchase Order is fulfilled, terminated or cancelled and for a period of two (2) years thereafter: (a) commercial general liability coverage, including products and contractual liability, with policy limits equal to or exceeding: $1,000,000 per occurrence and $2,000,000 aggregate; (b) property insurance in an amount adequate to replace property, including supplies covered by the Purchase Order, of Buyer and Customer which may be in the possession or control of Seller; (c) umbrella excess liability coverage with policy limits of no less than $3,000,000 for each occurrence; and (d) if performing services under the Purchase Order, (i) professional liability insurance (errors & omissions) with policy limits of no less than $1,000,000 per occurrence; (ii) automobile liability insurance for any and all vehicles to be used at any worksite or used to transport personnel and products to and from worksite under the Purchase Order (whether owned, leased or otherwise) with policy limits no less than $1,000,000 per occurrence, and (iii) workers compensation and employer’s liability insurance equal to or exceeding state statutory limits and Employer’s Liability Insurance with policy limits of no less than $1,000,000. Buyer may require Seller to carry additional insurance limits and/or coverages. All policies shall be primary and non-contributory and, unless prohibited by appliable law, contain a waiver of subrogation in favor of Buyer. Seller shall provide to Buyer a thirty (30) day prior written notice of cancellation, non-renewal or material change in coverage to Buyer. Upon Buyer’s request, (i) Buyer shall be named as an additional insured on Seller’s liability policies (ii) Seller shall provide to Buyer, prior to commencing work under the Purchase Order, a certificate of insurance evidencing the above insurance requirements, and (iii) Seller shall provide Buyer with copies of any required endorsements. The insurance coverage required by these Terms shall not limit or relieve Seller’s liability and obligations under the Purchase Order or applicable law.
“Products” and “Services”. As used in the Purchase Order, (a) the term “products” means any and all materials, parts, products, machines, tooling, test equipment, technical data, computer software, computer software documentation, and other tangible items or documentary information furnished or required to be furnished by Seller under the Purchase Order, and (b) the term “services” means any and all technical assistance, support, maintenance, consultation, construction work, and other services furnished or required to be furnished by Seller under the Purchase Order (other than labor furnished in connection with the production of products).
Applicable Law and Jurisdiction; Attorneys’ Fees. The construction validity and performance of the Agreement shall be governed by and construed under the laws of Ireland and for all matters arising under out of or in connection with the Agreement the parties shall submit to the exclusive jurisdiction of the Irish courts. Seller agrees that any suit, action or proceeding arising under or otherwise in any way related to the Purchase Order shall be brought exclusively in the courts of Ireland, and Seller hereby irrevocably consents to the jurisdiction of those courts and waives any objection of forum non-conveniens. The prevailing party in any proceeding filed regarding the Purchase Order shall be entitled to recover its attorneys’ fees in connection with such proceeding. Pending final resolution of any dispute, Seller shall proceed with performance of the Purchase Order according to Buyer’s instructions so long as Buyer continues to pay amounts owed to Seller that are not in dispute.
Waiver. No waiver by Buyer of any of these Terms is effective unless explicitly set forth in writing and signed by Buyer. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms operates, or may be construed, as a waiver thereof.
Remedies. Any rights and remedies set forth in this Purchase Order shall be cumulative, non-exclusive and in addition to any other rights and remedies available at law or equity.
Severability. The illegality, invalidity or unenforceability, in whole or in part, of any term, condition or provision of the Purchase Order (including these Terms) in any respect or circumstance shall not affect the legality, validity and enforceability of such term, condition or provision in any other respect or circumstance or any other term, condition and provision of the Purchase Order (including these Terms), all of which shall continue in full force and effect.
Assignment. Neither this Purchase Order nor any rights, duties or obligations hereunder may be assigned, transferred or subcontracted by Seller without Buyer’s prior written consent. Any purported assignment or delegation in violation of these Terms shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations hereunder.
Entire Agreement. The Purchase Order, including these Terms, and all exhibits, schedules and attachments to the Purchase Order, together shall constitute the entire agreement and understanding of Buyer and Seller with regard to the purchase and sale of products and/or services contemplated by the Purchase Order and shall supersede all prior or contemporaneous representations, warranties, covenants, or agreements between Seller and Buyer, or their representatives, with respect to the same.
Amendment and Modification. These Terms may only be amended or modified in a writing that specifically states that it amends these Terms and is signed by both Buyer and Seller.