1. General. This purchase order (“Order”) and the General Supplier Agreement, if one exists, contain the entire agreement between the supplier (“Supplier”) and Revision Military Ltd. (“Revision”) regarding the purchase and sale of the products covered by this Order (“Products”).
2. Price and Payment. (a) This Order shall be filled at the prices shown on the front side hereof. (b) If Supplier decreases prices for any items to be furnished hereunder, the price of all unshipped items shall be adjusted to the lower prices. © Supplier shall issue to Revision a separate invoice for each Order bearing the Revision purchase order number. Supplier shall invoice no earlier than the day of shipment. Payment terms are as stipulated on the front side hereof. In the absence of payment terms stated on the front side of this Purchase Order, payment of invoices by Revision shall be Net Thirty days after receipt of invoice. Unless shipping and other charges are itemized, any discount will be taken on the full amount of invoices. Supplier shall issue credit promptly, (within three (3) business days), for any agreed upon shortage or rejection of goods. Supplier shall issue a revised invoice to Revision that clearly shows all credits applied. Supplier is entitled to request samples as a part of such adjudication. (d) Unless otherwise provided herein, prices shown on this Order are inclusive of all taxes with respect to the sale to Revision of Products.
3. Title and Delivery. (a) Supplier to ship using Revision’s designated carrier and account. Ownership shall transfer upon delivery to Revision’s designated carrier, which shall not constitute acceptance by Revision. Supplier shall deliver the completed Products in strict accordance with the scheduled delivery date and in the exact quantities set forth on the front side hereof; and (b) Products shall be prepared for shipment in accordance with standard commercial practice and in a manner adequate to ensure safe arrival of the Products to Revision. Supplier agrees to promptly notify Revision if Supplier anticipates or experiences any delay in the delivery of the Products.
4. Acceptance. (a) All Products shall be subject to final inspection and acceptance by Revision; (b) If Revision determines that any Products are defective or do not meet specifications (either before acceptance or under the terms of paragraph 6 hereof), Revision shall have the right, at its sole option, to (i) reject such Products and obtain a refund of the purchase price and any shipping charges, or (ii) require repair or replacement of the Products by and at the Supplier’s expense and risk. If Supplier fails to repair or replace defective Products within sixty (60) days after Revision’s request thereof, Revision may, at its sole option (iii) without further notice, terminate this Order for default in accordance with Paragraph 9 hereof, or (iv) require an appropriate reduction in the purchase price; (d) Payment for any Products hereunder shall not be deemed acceptance thereof. Failure to inspect the Products shall not be deemed to constitute (i) acceptance of any defective or nonconforming Products, or (ii) a waiver of Revision’s rights or remedies arising by virtue of any defect or nonconformity with the requirements of this Order.
5. Cancellation for Default. Revision may, without liability, by notice to Supplier, cancel the whole or any part of this Order immediately: (a) (i) if Supplier fails to make delivery hereunder by the date specified, (ii) if Supplier fails to make progress in work so as to endanger performance, or (iii) in the event that any voluntary or involuntary proceedings are filed by or against Supplier pursuant to the provisions of any bankruptcy or insolvency law; or (b) in the event of any discontinuance or substantial interference with Revision’s business, in whole or in part, by reason of fire, flood, governmental regulation or other causes beyond Revision’s control.
6. Warranty. Supplier warrants that all Products delivered pursuant to this Order shall (i) be free from defects in material and workmanship for a period of one year from the date of Sale, and (ii) conform to specifications in the General Supplier Agreement, or, in absence of same, applicable samples or other descriptions furnished or adopted by Supplier or requirements furnished by Revision. To the extent the Products are not manufactured pursuant to designs and specifications furnished by Revision, the Products shall be free from design and specification defects. The foregoing warranties are in addition to all other express warranties give by Seller to Revision or imposed by law. All warranties of Seller shall run to Revision and its customers.
7. Indemnity. Supplier shall, at its own expense, defend and hold harmless Revision and its customers from any loss or damage (including without limitation, attorney fees) with respect to any action, claim or proceeding: (a) that charges infringement of any patent, trademark, copyright or other proprietary right of any third party by reason of the sale or use of any Products; or (b) to recover for personal injury or death, property damage or economic loss caused by any Products (regardless of whether such claim or demand arises under tort, negligence, contract, warranty, strict liability or any other legal theories), except to the extent such injury, damage or loss results from adherence to Revision’s designs and specifications as to design or materials. Supplier’s obligations under this Paragraph 7 shall survive any termination of this Order.
8. Termination Without Cause. Notwithstanding anything to the contrary, Revision may terminate this Oder for convenience, upon 15 days written notice, at any time prior to the delivery of the Products.
9. Confidentiality. Supplier will (i) keep all Revision Information (as defined below) confidential and disclose it only to its employees who need to know such Revision Information in order for Supplier to supply the Products to Revision under this Order, and (ii) use Revision Information solely for the purpose of supplying the Products to Revision. Products manufactured based on Revision Information may not be used for Supplier’s own use or sold by Supplier to third parties without prior express written consent from Revision. “Revision Information” means all information provided to Supplier by Revision or its representatives in connection with the business, programs, goods and/or services covered by this Order, including, without limitation, proprietary or confidential information, pricing and other terms of this Order, specifications, formulas, compositions, designs, photographs, samples, prototypes or manufacturing methods. Revision Information also includes any materials or information that contain, or are based on, any Revision Information, whether prepared by Revision, Supplier or any other person.
10. Miscellaneous. (a) Supplier may not assign this Order or any interest or right herein without Revision’s prior written consent; (b) The validity, performance, and construction of this Order shall be governed by the laws of the State of Vermont without regard to its conflict of laws provisions; © Any dispute, controversy or claim arising out of or in connection with, or relating to, this Order or any breach or alleged breach hereof shall, if Revision so chooses, and Seller so agrees , be submitted to, and settled by, arbitration, before a single arbitrator in a location of Revision’s choosing , pursuant to the Commercial Arbitration Rules then in effect of the American Arbitration Association (or at any other place or under any other form of arbitration that Revision chooses and Supplier accepts). Any award rendered shall be final and conclusive upon the parties and a judgment thereon may be entered in the appropriate court of any forum, state or federal, having jurisdiction. The expenses of the arbitration shall be borne equally by the parties to the arbitration or as otherwise determined by the arbitrator, provided that the prevailing party shall be entitled to recover reasonable attorneys’ fees and expenses in addition to such other amounts as the arbitrator may determine. In the event that arbitration is not chosen as the course of resolution by Revision and agreed to by Seller, all disputes will be finally resolved in courts in Vermont, U.S.A., and each party hereby consents to such venue and jurisdiction; (d) The rights and remedies of Revision herein shall be cumulative and in addition to any other rights and remedies provided by law or equity or those provided under the Uniform Commercial Code; (e) this Order may be amended or supplemented only by a writing that refers explicitly to this Order and that is signed on behalf of both parties; (f) No term or provision of this Order will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted; (g) If any part of this Order is found invalid or unenforceable, that part will be amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of this agreement will remain in full force; (h) All notices, reports, requests, approvals and other communication required or permitted under this Order must be in writing and will be deemed given when (1) delivered personally, (2) sent by confirmed email or facsimile, (3) received by commercial overnight courier with written verification of receipt, or (4) sent by registered or certified mail, return receipt requested, postage prepaid; and (i) Seller will comply with all laws and regulations applicable to the performance of its obligations hereunder, including export control laws, and Supplier will defend and hold Revision harmless from loss, costs or damage, including attorneys’ fees resulting from any such violation.