CAMBELT INTERNATIONAL CORPORATION

PURCHASE ORDER TERMS AND CONDITIONS

This Purchase Order constitutes an offer to purchase and not an acceptance of any offer to sell. This order for goods and/or services may be accepted only in accordance with all terms and conditions of this order without modification, addition, deletion, or alteration.
  1. Acceptance: In absence of written acceptance or other written confirmation by Seller, the commencement of any work pursuant to this order or the delivery of any goods and/or performance of services described herein shall be deemed an acceptance hereof by Seller.
  2. Cambelt Property: Unless otherwise agreed to in writing by Cambelt, all tools, equipment, and materials of every description furnished to Seller or paid for by Cambelt or unconditionally appropriated to the contract, together with any replacements thereof, or any materials affixed or attached thereto, shall be and remain the personal property of Cambelt and no repair, where Cambelt is to be charged therefor, or modification thereof, shall be made without Cambelt's written consent. Where practical, each such item shall be marked "Property of Cambelt International Corp." and be stored separate and apart from Seller's property. Seller shall not substitute any property for Cambelt's property and shall not use such property except in filling Cambelt's orders. While in Seller's custody or control, such property shall be subject to re-delivery in the same condition as originally received by Seller, reasonable wear and tear excepted.
  3. Production & Manufacturing Processes: Any knowledge or information which Seller may disclose to Cambelt, in connection herewith, shall not, unless otherwise specifically agreed to in writing by an officer of Cambelt be deemed to be confidential or proprietary information and shall be acquired free from any restrictions (other than a claim for Cambelt's infringement of Seller's patents) as part of the consideration for this order.
  4. Drawing Approval: Items requiring Cambelt's approval of drawings shall not be shipped or invoiced without such approval. Any expense incurred by Cambelt through Seller's failure to comply herewith shall be charged to Seller's account.
  5. Packing & Freight:
    1. No charge will be allowed for packing or freight unless agreed upon in writing prior to acceptance of this order.
    2. Material must be packed in conformity with tariff or classifications requirements so as to secure the lowest possible freight rates.
    3. Cambelt shall receive the benefit of any decrease in freight rates between time of quotation and date of shipment in all cases where freight is part of the quoted price.
    4. Seller shall not make partial shipments or deviate from the shipping and routing instructions hereon without prior authorization from Cambelt, and Seller agrees to reimburse Cambelt for any additional expense incurred from Seller's breach hereof.
  6. Delivery: Delivery cannot be made to any place other than the destination specified without Cambelt's written approval.
  7. Special Payment: No C.O.D. shipments will be accepted and no drafts will be honored for purchases made hereunder without Cambelt's prior written consent.
  8. Rejections: If, within a reasonable time after delivery, Cambelt finds goods ordered hereunder to be defective in workmanship or materials or otherwise not in conformity herewith, Cambelt may, in addition to its other rights, reject and return such goods at Seller's expense and such goods may not be replaced by Seller without written authorization from Cambelt.
  9. Warranty: For one year after delivery to Cambelt, Seller warrants that the goods furnished hereunder shall conform to the requirements of this order and shall be of good workmanship and quality, free of all defects, and fit for the purpose for which they are intended.
  10. Cancellation: Time is the essence of this contract and Cambelt reserves the right to cancel this order without penalty if shipments are not made as promised or required. Cambelt further reserves the right to cancel a portion or all of this order for any reason and upon such cancellation shall pay Seller's reasonable costs incurred to date of cancellation plus a reasonable profit based on such costs. However, if, for any reason, Seller ceases or is unable to operate in the normal course of business, or if any proceeding in bankruptcy or under insolvency laws is brought by or against Seller, or a receiver for Seller is appointed or applied for, or an assignment is made for the benefit of creditors, then Cambelt may cancel this order without liability therefor, except for deliveries previously made and/or for goods then completed and subsequently delivered in accordance herewith.
  11. Indemnity: Seller shall defend any suit and pay any judgement and expenses or effect settlement of any suit or proceeding brought against Cambelt and/or its subsidiaries arising from its purchase and/or use of the goods services covered by this Purchase Order, and Seller shall hold Cambelt and its subsidiaries harmless from all liability and litigation expenses based upon alleged infringement of any patent; except for the specific designs or specifications of Cambelt and/or its subsidiaries.
  12. Compliance With Laws: Seller shall comply with all local, state, and federal laws and regulations affecting the price, production, sale, or delivery of the materials or services under this contract, and Seller shall indemnify and save Cambelt harmless from and against any liability, expense, or loss resulting from Seller's failure to do so.
  13. Applicable Law: This contract shall be interpreted in accordance with and governed by the laws of the State of Utah.
  14. Non Waiver: Cambelt's failure to insist upon strict performance of the terms and conditions hereof shall not be construed as a waiver of the right to rely thereon in the future.
  15. Entire Agreement: This Purchase Order expresses the entire Agreement between Seller and Cambelt hereto superseding any prior understanding and may be modified only by a written instrument signed by an authorized officer of Cambelt and Seller.

Purchase Order Terms and Conditions
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