Purchase Order Terms and Conditions
1. DEFINITIONS AND INTEGRATION. “Buyer”, “Seller”, and “Owner” (if any) will be identified and defined as set forth within this Purchase Order. Seller agrees to sell and Buyer agrees to buy the goods, work and/or services described in and furnished under this Purchase Order (the “Goods”), for the price and on the terms of payment shown herein. This Purchase Order, including these Terms and Conditions, together with the purchase order form, and the attachments, exhibits and documents expressly referenced therein (collectively, this "Purchase Order"), becomes effective when (a) executed by both the Buyer and Seller or (b) when Seller acknowledges an electronic Purchase Order or (c) when Seller commences performance or tenders the Goods after issuance to Seller by the Buyer. This Purchase Order constitutes the entire agreement between Buyer and Seller with respect to the Goods, superseding all proposals, negotiations and counter-proposals. Unless otherwise specified in this Purchase Order, this contract will be governed by the laws of the State of Texas, U.S.A., exclusive of conflict of laws principles, in effect on the date executed by Buyer. Buyer will have no obligation to make any payment to the Seller before and unless this Purchase Order becomes in full force and effect in accordance with this paragraph.
2. CONTROLLING TERMS. Buyer objects to the inclusion of any different or additional terms by Seller in Seller's acceptance of this Purchase Order. Electronic commerce transactions between Buyer and Seller will be solely governed by this Purchase Order and any terms and conditions on Seller’s internet site will be null and void and of no legal effect on Buyer and any Owner. If this Purchase Order has been issued by Buyer in response to an offer by Seller, and if any of the terms herein are different from or additional to any terms of Seller’s offer, then the issuance of this Purchase Order by Buyer will constitute a conditional acceptance of Seller’s offer as amended by Buyer and result in a binding contract if Seller assents by execution or performance hereof to Buyer’s different and/or additional terms. If Seller includes or attaches any such different and/or additional terms in Seller’s purported and executed acceptance, but proceeds to commence performance or tender all or any part of the Goods, Seller expressly agrees that such execution constitutes an acceptance of Buyer’s Purchase Order and a binding contract will result solely upon Buyer’s terms and conditions as stated in this Purchase Order, which contract will not include Seller’s different and/or additional terms or conditions.
3. CONFLICTING REQUIREMENTS. Upon Seller’s discovery that any requirement or provision of this Purchase Order or its attachments may conflict with any other requirement or provision contained therein, it is Seller's responsibility to give Buyer written notice of such alleged conflict, for resolution by Buyer according to Buyer’s sole discretion. If Seller proceeds with performance without notification to Buyer for resolution of such conflict, then all costs incurred in correcting Seller's erroneous interpretation will be for Seller’s account.
4. INSPECTION, EXPEDITING, AND DOCUMENTATION. Seller is fully responsible for the implementation of this Purchase Order, including as applicable for the design, fabrication, manufacture, production, and construction of the Goods, and for compliance with all terms, conditions, specifications, drawings, and other requirements of Buyer, in accordance with the laws and codes of any applicable jurisdiction. Seller will have the obligation, and Buyer will have the right, to inspect and expedite the Goods in process of manufacture, in storage, in transit, and upon delivery to assure compliance herewith. Buyer will be supplied by Seller upon request or as needed with data, drawings, specifications, test results, quality documentation, schedules and other documents and information in accordance with the documentation requirements included in this Purchase Order. Buyer's inspection, waiving of inspection, review, approval, or acceptance of the Goods or provision of any information, drawings or data hereunder will not relieve or discharge Seller either expressly or by implication of Seller’s responsibilities and obligations under this Purchase Order.
5. TIME OF PERFORMANCE. SELLER ACKNOWLEDGES THAT THE DATE(S) OF DELIVERY SPECIFIED HEREIN ARE CRITICAL AND TIME IS OF THE ESSENCE OF THE PURCHASE ORDER FOR THE AVOIDANCE OF SUBSTANTIAL LOSS TO BUYER, VARIOUS CONTRACTORS AND OWNER (IF ANY). SELLER’S FAILURE TO MEET THE DELIVERY DATES WITHOUT BUYER’S WRITTEN CONSENT MAY CONSTITUTE A BREACH OF CONTRACT OR DEFAULT HEREUNDER. In the event of delay, or anticipated delay, from any cause, Seller will immediately notify Buyer in writing of the delay or anticipated delay, and its approximate duration, and Seller will undertake to shorten or make up the delay by all reasonable and expeditious means. Buyer, at its option, may require or approve in writing a new shipping or delivery date, or progress requirements, in response to Seller’s notice. If Seller fails to meet the shipping or delivery date or progress requirements established in this Purchase Order without Buyer’s written approval, Buyer may in such case, without penalty, cancellation or other fee, and without prejudice to any other rights which it may have, cancel all or any part of the Purchase Order and make such other arrangements as Buyer may consider necessary or desirable under the circumstances.
6. TITLE, SHIPMENT, AND RISK OF LOSS. Unless otherwise specified herein, title to the Goods (and in the event that the Goods are made to order, then title to all material, inventory and work in progress, design data, other documentation, and all contractual rights thereto) will vest in Buyer (or Owner if Buyer is acting as Owner’s agent) immediately upon acceptance of the Goods by Buyer. If Goods are made to order and the Purchase Order specifies that title will vest in the Goods upon identification to this Purchase Order, upon such passage of title, Seller will take action to segregate the Goods and clearly label them as property of Buyer (or Owner if applicable). Seller warrants free and clear title to the Goods, free and clear from any and all liens, restrictions, reservations, security interests and encumbrances. Seller is responsible for properly and carefully packing and shipping the Goods, at its expense unless otherwise specified herein, and will comply with any documentary requirements or instructions of Buyer or Owner (if any) in the shipment process. Irrespective of vesting of title and any other provision herein to the contrary, Seller will bear the risk of loss and damage, and will insure or self-insure for the benefit of Seller, Buyer, and the Owner (if any) the Goods in its care, custody and control, including free issue material supplied to Seller for incorporation into, or work in conjunction with, the Goods, until the same are delivered in good condition and accepted by Buyer in accordance with the provisions of this Purchase Order.
7. CONFORMING GOODS AND ACCEPTANCE. The Goods will conform strictly to the description, data, drawings, plans, specifications, performance criteria, and sample if any, and other requirements of Buyer. The Goods will be new, of the latest design or model conforming to any Buyer requirements, merchantable, fit for the purpose(s) intended under this Purchase Order, and of the best quality. No substitution in whole or in part will be permitted without the prior written approval of Buyer. Prior to shipment, Seller will carefully inspect and test the Goods for conformance to the requirements of this Purchase Order. If the words "or equal" are used in this Purchase Order, proposed equals must be approved in writing in advance by Buyer. There will be no substitutes or shipment of more or less than the quantity specified without the prior written approval of Buyer. Upon delivery of the Goods or in any other location or time as may be specified herein, Buyer will conduct a visual inspection of the Goods in accordance with its standard procedures and may accept or reject the Goods, in whole or in part, provided that Buyer reserves all rights provided for herein to reject any Goods, in whole or in part, at a later time upon discovery of a latent defect not apparent by such normal visual inspection. If Goods received do not conform to those ordered, or if more or less than the quantity ordered are shipped, Buyer may reject such shipment in whole or in part by giving notice thereof to Seller. Seller will remove any rejected Goods at Seller's expense within ten (10) working days after notice. If any Goods are rejected by Buyer, Seller will not ship any replacement Goods without the prior written approval and directions of Buyer. For any defective, non-conforming, or rejected Goods, Buyer may cancel this Purchase Order in whole or in part without any obligation to pay a cancellation fee or other fee or penalty.
8. WARRANTY. Seller warrants to Buyer and Owner (if any) that the Goods furnished under this Purchase Order, whether manufactured, fabricated, or otherwise produced or provided by Seller or others, will (a) strictly conform to the descriptions, data, drawings, plans, specifications, performance criteria, and sample if any, and other requirements referred to herein or provided by Buyer to Seller; (b) be of merchantable quality and fit for the purpose(s) intended; (c) conform with all applicable laws, ordinances, codes and regulations, and (d) be free from defects in materials, performance, operation, and workmanship for a period of one (1) year after being placed in service by Buyer or Owner (if any), or twenty-four (24) months from date of acceptance by Buyer, whichever period expires earlier. All work on the Goods or otherwise in the performance of this Purchase Order will be done in a skilled manner and will be of first-class quality and workmanship in every respect. If required by Buyer or Owner, Seller will supply satisfactory evidence of the origin, composition, manufacture, kind and quality of the Goods. Seller further warrants that the Goods will be of sufficient size and capacity, and of proper materials, to properly perform the functions specified in this Purchase Order.
9. WARRANTY REMEDIES. If, within the warranty period specified in Paragraph 8 above, Buyer or Owner discovers any defect, error, noncompliance, nonconformity, omission, operational or performance deficiency or breach of any warranty as to the Goods, Seller will promptly repair, reperform, or replace without cost the Goods in question (including removal, reinstallation, access, shipping, and labor costs). If Seller fails after reasonable notice to proceed promptly with and complete the repair, reperformance, or replacement of the defective Goods, Buyer or Owner may repair, reperform, or replace the Goods and charge all related costs (including labor and access costs) to Seller without voiding the warranties herein, and without Buyer or any Owner waiving any other rights or remedies it may have under this Purchase Order. Such repair, reperformance, or replacement will be warranted for a period of twelve (12) months from its acceptance by Buyer or Owner. If Buyer determines, for any reason, that the remedies provided for herein are not adequate or feasible, Buyer may elect to have such Goods removed at Seller’s expense and any portion of the purchase price paid refunded in full. Any Owner as well as Buyer will have the benefit of the foregoing warranty and warranty remedies in Paragraphs 8 and 9 herein, and such rights and remedies are in addition to any other rights or remedies provided in law, equity, or under this Purchase Order.
10. LAWS. In its performance under this Purchase Order, Seller agrees to strictly comply with all applicable laws, treaties, ordinances, codes and regulations, and specifically with, but not limited to, any import and export, and health, safety and environmental laws, treaties ordinances, codes and regulations of any jurisdiction (whether international, country, region, state, province, city, or local) where this Purchase Order may be performed. Without limiting the generality of the foregoing, Seller will specifically comply with the Occupational Safety and Health Act (OSHA), and any State Plan approved thereunder, and any regulation thereunder, including without limitation, OSHA Hazard Communication Standard 29 CFR 1910.1200 and 1926.59 regarding container labeling, warning notices, and Material Safety Data Sheets. Upon Buyer or any Owner’s written request, Seller will provide any certification of compliance required by any federal, state, or local law, ordinance, code, or regulation.
SELLER AGREES TO RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER AND THE OWNER AND THEIR AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AND EMPLOYEES, FROM AND AGAINST ANY LOSS, COST (INCLUDING ATTORNEY FEES AND COURT COSTS), CIVIL OR OTHER FINES AND PENALTIES, DAMAGE OR LIABILITY, ARISING FROM OR ALLEGED TO ARISE FROM ANY VIOLATION, ALLEGED VIOLATION, OR FAILURE TO COMPLY WITH, THE TERMS OF THIS PARAGRAPH BY SELLER OR ANY PERSON FOR WHOM SELLER MAY BE RESPONSIBLE.
NOTWITHSTANDING ANY OTHER PROVISION IN THIS PURCHASE ORDER TO THE CONTRARY, NOTHING CONTAINED HEREIN WILL OBLIGATE BUYER, OWNER, OR SELLER TO ENGAGE IN ANY ACTION OR OMISSION TO ACT WHICH WOULD BE PROHIBITED BY OR PENALIZED UNDER THE LAWS OR REGULATIONS OF THE UNITED STATES OF AMERICA.
11. IMPORT AND EXPORT COMPLIANCE. SELLER AGREES THAT, IN ITS PERFORMANCE UNDER THIS PURCHASE ORDER, IT IS SOLELY RESPONSIBLE FOR REQUIRED COMPLIANCE WITH THE IMPORT AND EXPORT LAWS AND REGULATIONS OF THE UNITED STATES OF AMERICA, AND THOSE OF ANY OTHER JURISDICTION OR COUNTRY AS MAY BE APPLICABLE. If any import or export control or compliance form is attached to this Purchase Order, including Buyer’s Request for Export Control Information, Seller will thoroughly and accurately complete such form and return it within ten (10) days to Buyer. Seller understands and acknowledges that (a) Buyer and Owner (if any) will rely on the information provided by Seller, including making a determination whether any U.S. or foreign export or import license is required for the export of the supplied materials to the country of destination; (b) Seller is responsible for compliance with local import and export control laws of any jurisdiction, and is responsible for compliance with applicable U.S. re-export laws; and (c) Seller will be fully responsible for the accuracy and completeness of import and export documentation prepared or executed by Seller as part of Seller's performance of this Purchase Order, including that required for the import of any materials used in the production or manufacture of the Goods and of any documents prepared by Seller’s employees, contractors, agents and brokers.
12. PATENTS, COPYRIGHTS, TRADEMARKS AND TRADE SECRETS. Seller warrants, represents and covenants that the design, fabrication, manufacture, production, sale, distribution and intended use of the Goods do not infringe directly or indirectly, in whole or in part, any patent, copyright, trade secret, trademark, trade name, or other intellectual property right, and Seller agrees to release, defend, protect, indemnify and hold Buyer and Owner (if any), their affiliates, and their respective directors, officers, employees, contractors, agents, suppliers, users, successors, and assigns, harmless from and against any and all costs (including attorney fees and court costs), expenses, fines, penalties, losses, damages, and liabilities arising out of any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action arising from or related to the design, fabrication, manufacture, production, sale, distribution or use of the Goods.
13. ASSIGNMENT AND NOTICE OF SELLER CHANGES. Seller will not sell, assign, or transfer this Purchase Order, or any part hereof, or any money due hereunder, without the prior written consent of Buyer. If consent is granted, any such assignment by Seller will not (a) increase or alter Buyer’s obligations, (b) diminish the rights of Buyer and Owner (if any), or (c) relieve Seller of any of its legal obligations under this Purchase Order. Buyer reserves the right to assign this Purchase Order, in whole or in part, to any party, including Buyer’s affiliates, any Owner, affiliate of any Owner, or any person designated by Owner. Seller will give Buyer or any Owner prompt written notice of any material change in its ownership or organization or any other operational change which may affect its performance under the Purchase Order, including in the manufacture or production of the Goods, however, in such event Buyer reserves the right to cancel the Purchase Order without obligation under Paragraph 14.
14. CANCELLATION. Unless otherwise provided in the Purchase Order, Buyer has the right at any time to cancel all or any separable part of this Purchase Order by written notice. Termination by Buyer for cause is covered under Paragraph 24. No cancellation payment will be owed by Buyer to Seller unless mutually agreed upon in writing, and any such payment will be based on that portion of the Purchase Order price as the work satisfactorily performed to the date of the cancellation bears to the entire work contracted for, less any money paid to Seller. Seller will not be entitled to any lost profit, lost revenue, lost business opportunity, or any incidental, indirect, economic, consequential or other damages because of cancellation. At the time of such cancellation by Buyer, Seller will immediately discontinue all work pertaining to the Purchase Order, including not placing additional purchase orders or making any other commitment, and canceling forthwith any existing purchase orders and commitments on the best possible terms. Pending Buyer’s instructions, Seller will preserve and protect the Goods on hand, work in progress, supplier data, and completed work, both in its own and in its suppliers’ facilities. If the Goods have been paid for in whole or in part, Buyer has the immediate right to enter Seller's premises to take possession and remove the Goods and all drawings, records, materials and equipment to be incorporated into the Goods, from Seller’s premises.
15. CHANGES IN THE GOODS. Seller will make no unilateral change, substitution, or revision without Buyer’s prior written consent. Buyer has the right to make changes in the character or quantity of the Goods, or in the manner or time of performance of this Purchase Order. Changes will be in writing and signed by a duly authorized representative of Buyer. If Seller is unable to comply, Seller will notify Buyer in writing, within 5 (five) days of receipt, otherwise such change will be deemed accepted. An equitable adjustment in the price and time of performance will be made by the parties in writing if any change results in a demonstrated decrease or increase in Seller's cost or time of performance, however, no claim by Seller for an adjustment in the price or in the time of performance resulting from any change required by Buyer will be considered unless presented to Buyer in writing within ten (10) days after Seller receives the notice of change from Buyer.
16. INDEMNIFICATION. SELLER AGREES TO RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER AND OWNER (IF ANY), INCLUDING THEIR RESPECTIVE AFFILIATES, AND ANY DIRECTOR, OFFICER, EMPLOYEE, CONTRACTOR, OR AGENT OF EITHER, AGAINST ANY COSTS (INCLUDING ATTORNEY FEES AND COURT COSTS), FINES, PENALTIES, DAMAGES, AND LIABILITIES, ARISING FROM, ALLEGED TO ARISE FROM, OR IN ANY WAY ASSOCIATED WITH ANY DEFECT IN THE GOODS FURNISHED HEREUNDER OR THE NEGLIGENCE OR FAULT OF SELLER OR THOSE FOR WHOM IT IS RESPONSIBLE. SELLER AGREES TO INSURE OR SELF-INSURE ITS OBLIGATIONS UNDER THIS PURCHASE ORDER, HOWEVER, BUYER MAY REQUEST THAT SELLER PROVIDE CERTAIN MINIMUM INSURANCE COVERAGE FOR ITS OBLIGATIONS UNDER THIS PURCHASE ORDER.
17. TAXES. Unless otherwise provided for in this Purchase Order, Seller is responsible for payment of, and the compensation set forth herein includes, all sales, use, excise, value-added, business, and other taxes, any taxes imposed on Seller which are based on revenue, income, net income, or capital and any taxes imposed in lieu thereof, and all duties, fees, or other assessments of whatever nature imposed by governing authorities or any jurisdiction applicable in connection with performance under this Purchase Order. Seller accepts sole responsibility and liability for the payment of any and all contributions or taxes for unemployment insurance, social security payments, or other assessments for those persons performing work for Seller hereunder. If it is ever determined that any tax included in the price paid by Buyer was not required to be paid, Seller agrees to refund promptly such amount to Buyer. Seller will release, defend, indemnify, and hold Buyer and any Owner harmless from and against any fines, penalties, costs (including attorney’s fees and court costs), losses, damages or liabilities, arising from, alleged to arise from, or in any way associated with Seller’s failure to comply with the terms of this Paragraph.
18. CONFIDENTIALITY. All data, designs, drawings, specifications, communications and other information, revealed or disclosed in any form or manner to Seller by Buyer, whether written, oral, electronic, visual, graphic, photographic, observational, or otherwise, and documents supplied, or produced or created by Seller for Buyer hereunder (collectively defined as “Buyer Information”) are proprietary and confidential to Buyer and will be used solely by Seller for purposes of this Purchase Order. All such Information will be treated and protected by Seller as strictly confidential, and will not be disclosed to any third party without the prior written consent of both Buyer, and may be disclosed within Seller’s organization only on a need-to-know basis. Buyer may require Seller’s employees, contractors, suppliers and other Seller personnel involved in the performance of this Purchase Order to execute an individual confidentiality agreement prior to any disclosure. The provisions protecting Buyer Information confidentiality, secrecy, or nondisclosure agreement heretofore executed by Seller in connection with Buyer’s business, this Purchase Order, or any other contract pertaining to the Goods, are hereby expressly incorporated within this Purchase Order. Upon request of Buyer, Seller will immediately return to Buyer any Buyer Information provided, either upon demand, or upon completion of the warranty period hereunder, including all copies made by Seller. The obligations of confidentiality in this Paragraph 18 will also be applicable to any information of any Owner which may be disclosed to Seller.
19. PUBLICITY. Seller will not publicize, disclose, or discuss the existence, content, or scope, whether generalities or details, of this Purchase Order or make any reference to Buyer or Owner (if any), the business of either, or the project for which this Purchase Order is made, to any third party by any means, and through any medium (including but not limited to advertising, web site references, photographs, articles, press releases or interviews, speeches or programs) without obtaining the prior written consent of Buyer and any Owner.
20. PAYMENTS, LIENS AND SET OFF. Seller agrees that any payment made by Buyer in advance of receipt of Buyer’s acceptance of completed, non-defective, conforming Goods are trust funds solely for the benefit of Seller’s material suppliers and laborers. At any time, Buyer may elect to pay such beneficiaries directly or by issuance of joint checks. Regardless of the payment terms in this Purchase Order, Buyer’s obligation to pay the purchase price is conditioned upon (a) receipt of completed, non-defective conforming Goods; (b) receipt and acceptance by Buyer of Seller’s accurate and properly completed invoice accompanied by satisfactory supporting documentation; and (c) compliance by Seller with all terms and conditions of this Purchase Order. Seller agrees to pay promptly when due all bills for labor, material, equipment or services in connection with the Goods. If such bills are not promptly paid by Seller when due, Buyer or Owner (if any) may pay them and Seller will immediately reimburse Buyer or Owner therefor, or Buyer may at its discretion set off these funds owed by Seller against any other amounts due to Seller under any other contract with Buyer, Owner, or any affiliate of either. Seller agrees to keep the premises and other property of Buyer and any Owner free and clear from any and all such claims, liens and encumbrances. To the maximum extent allowed by law, Seller agrees to release, defend, indemnify, and hold harmless Buyer and Owner (if any) and their affiliates from and against any and all laborers’, materialmen’s, mechanic’s or other liens arising from, alleged to arise from, or in any way associated with Seller’s performance or nonperformance under this Purchase Order. Seller waives all rights of lien against the premises, facilities, equipment and other property of Buyer and any Owner. Any sums due Seller hereunder may be applied by Buyer as a set off against any sums owed by Seller to Buyer or any Owner, or against any claims of third parties against Buyer or Owner arising from Seller’s performance, whether under this or any other purchase order or other document. At its sole discretion, Buyer may withhold from payments to be made to Seller amounts legally required to be withheld from such payments and remitted to the taxing authority of any jurisdiction relevant to the transaction.
21. SUBCONTRACTORS, SUBVENDORS AND SUBSUPPLIERS. Buyer and Owner (if any) reserve the right to approve or disapprove all subcontractors, subvendors, or subsuppliers proposed by Seller to be involved in Seller’s implementation of or performance under this Purchase Order. Upon request by Buyer or any Owner, Seller will submit a listing of all subcontractors, subsuppliers, or subvendors for review and approval by Buyer or Owner and will submit unpriced copies of all its purchase orders or other contracts for materials or equipment procured from third parties pertaining to this Purchase Order. Seller agrees that Buyer or Owner has the right to contact or visit any of Seller’s subcontractors, subvendors, or subsuppliers directly to confirm delivery commitments or the origin, composition, manufacture, kind, quantity, or quality of any Goods provided thereunder. Any approval by Buyer or Owner (if any) will not constitute a waiver of any term or condition hereunder, at law, or in equity, nor relieve Seller of any obligation herein. Seller will incorporate these Terms and Conditions into any purchase order or other contract issued to any subcontractor, subsupplier or subvendor for any work to be provided under this Purchase Order.
22. DESIGN PROPERTY. All designs (whether detailed or conceptual), and in whatever form, including software, which are prepared by Seller in response to this Purchase Order, are the sole property of Buyer, or the sole property of any Owner upon request of Buyer, with title to such vesting upon identification to this Purchase Order, and will be considered and protected by Seller as “Information” as set forth in Paragraph 18 hereunder. Seller will turn over all such designs to Buyer or any Owner, including copies thereof, at the expiration date of the warranty period, or earlier as may be requested in writing by Buyer or any Owner. Seller agrees to execute any documents requested by Buyer or any Owner to confirm Buyer’s or Owner’s legal title to all such rights.
23. DOCUMENTATION AND RIGHT OF AUDIT. Where Seller's invoice includes compensation for work performed at a unit price or for changes in the work, Seller will submit Seller's determination of units of work performed, determined in accordance with the provisions of this Purchase Order and substantiated by documents satisfactory in form and content to Buyer. Upon verification by Buyer of said documents, Buyer will advise Seller in writing of either Buyer's acceptance of Seller's determination of such units, or of Buyer's determination of such units. Where Seller's invoices include compensation for work performed for a reimbursable price, all costs, expenses and other amounts so invoiced will be substantiated and supported by documents satisfactory to Buyer and verified by Buyer. Seller will maintain for a minimum period of five (5) years after final payment has been made to Seller under this Purchase Order all records and accounts pertaining to work performed hereunder. Seller agrees that Buyer and Owner (if any) will have the right to audit, copy and inspect, or cause to have audited, copied and inspected, Seller’s records and accounts pertaining to performance under this Purchase Order at all reasonable times during the course of performance hereunder and for a minimum period of five (5) years after final payment has been made to Seller.
24. DEFAULT AND TERMINATION FOR CAUSE. In the event of Seller’s (a) actual or anticipated breach of or default under any provision of this Purchase Order, or (b) organizational or operational change as stated in Paragraph 13 adversely affecting, or which may adversely affect in Buyer’s opinion, Seller’s performance hereunder, or (c) bankruptcy, reorganization, receivership, insolvency, or making an assignment for the benefit of creditors, or (d) evidencing financial or organizational instability, Buyer has the right, in addition to any rights or remedies it may have in law, in equity, or under this Purchase Order, to immediately cancel this Purchase Order for cause by written notice to Seller and Seller will not be entitled to any cancellation charge or other fee or penalty hereunder, nor will Buyer be liable to pay any costs of cancellation. In such event, Buyer may immediately take possession of all or any portion of the items identified in this Purchase Order, subject only to an obligation to equitably compensate Seller for same. Upon termination by Buyer as a result of Seller’s default hereunder, Seller will be liable to and will immediately reimburse Buyer and Owner (if any) for all costs of any nature in excess of the Purchase Order price which may be incurred by Buyer and any Owner to effect completion of performance of this Purchase Order.
25. SITEWORK. If Seller is to perform any work at the site of installation or construction, or on the property of Buyer or any Owner, Buyer’s General Conditions, Special Conditions and any other project specific requirements for Subcontracts on the project, may be attached and fully incorporated herein, and will apply in addition to the provisions of this Purchase Order, when such work is being performed at those locations. If Seller is to perform supervision of installation services at the site of construction or at the office or on vessels or property of Buyer or any Owner, Buyer’s terms and conditions for on-site services are attached and fully incorporated herein, and will apply in addition to the provisions of this Purchase Order when such work is being performed at those locations.
26. CLAIMS AND DISPUTE RESOLUTION. Seller will submit any claims or disputes arising under this Purchase Order to Buyer in writing within 60 (sixty) days after final payment is made to Seller, or Seller’s discovery of the facts giving rise to the claim or dispute, whichever occurs earlier, and Seller’s failure to do so will constitute a waiver by Seller of any legal or equitable rights with respect to the subject matter of the claim or dispute. Seller agrees that any claims and disputes submitted by Seller which cannot be resolved through direct negotiation between Buyer and Seller will be submitted to mediation and, if not successful, Buyer and Seller agree and stipulate that the exclusive and final venue for any dispute arising out of or in connection with this Purchase Order including, without limitation, the validity, interpretation, and performance of this Purchase Order shall be the United States District Court of the Southern District of Texas located in Houston, Texas.