PURCHASE ORDER TERMS AND CONDITIONS

Acceptance/Acknowledgement: This Order must be acknowledged within 24-48 hours of receipt. If for any reason Seller should fail to accept this Order, any conduct by Seller which recognizes the existence of a contract pertaining to the subject matter hereof shall constitute an acceptance by Seller of this Order and all of its terms and conditions. Any terms proposed in Seller’s acceptance of Buyer’s offer which add to, vary from, or conflict with the terms herein are hereby objected to and rejected. This Order is an offer and acceptance is expressly limited to the terms herein.

If this Order has been issued by Buyer in response to an offer and if any of the terms herein are additional to or different from any terms of such offer, then the issuance of this Order by Buyer shall constitute an acceptance of such offer, subject to the express condition that Seller assent to such additional and different terms herein, Seller shall be deemed to have so assented unless Seller notifies Buyer to the contrary in writing within 10 days of receipt of this Order.

Entire Agreement: This Order, together with any specifications, schedules, exhibits or amendments which may be referred to herein or attached hereto by Buyer, sets forth the complete and final agreement between the parties, and supersedes any and all prior or contemporaneous oral or written communications relating to its subject matter. Any reference to any proposal, quotation or other communication by Seller shall, unless indicated to the contrary herein, be deemed to be limited to the description of the goods or services and to be limited by the terms set forth or incorporated by reference herein. No change, modification, or revision of this Order shall be effective unless in writing and signed by authorized representatives of Buyer and Seller.

Prices: Seller agrees that the price(s) set forth on the face of this Order is firm, and are not subject to increase. The acceptance of this Order constitutes a warranty that the price(s) to be charged for goods or services ordered herein are not in excess of prices charged to other customers for the same or like goods and services in equal or less quantities.

Taxes: Buyer shall be liable for the payment only of those local, state or federal sales taxes which Seller is required by law to collect from Buyer. All such taxes shall be stated separately on Seller’s invoice.

Invoices and Payment: Invoices shall be submitted in duplicate and shall contain the following information: Purchase Order number, our item number, description of goods and services, sizes, quantities, unit prices, and extended totals in addition to any other information specified elsewhere herein. Payment of an invoice shall not constitute acceptance of goods or services and shall be subject to adjustment for errors, shortages, defects in the goods or services, or other failure of Seller to meet the requirements of the Order. Payment due dates, including discount periods, will be computed from the date of receipt of all goods and services or date of receipt of correct invoice, whichever is later. Buyer may at any time set off any amount owed by Buyer to Seller against any amount owed by Seller to Buyer or any of its affiliated companies.

All invoices must be emailed to Billing@enterprisesp.com for processing. This would be the preferred method of invoice delivery. We will still accept paper copies; they can be mailed to our mailing address: 400 Catherine Street, P.O. Box 488 Laurens, SC 29360; Attention Accounts Payable.

Packaging: All goods shall be prepared and packed as ordered in a commercially reasonable manner suitable for the goods shipped and so as to secure the lowest transportation rates. Seller shall mark all containers with necessary lifting, handling, and shipping information and also purchase order numbers and date of shipment. An itemized packaging sheet must accompany each shipment.

Delivery: TIME IS OF THE ESSENCE OF THIS ORDER and deliveries must be received on the dates and at the destination(s) set forth on the face hereof. If delivery is not completed within the time(s) specified, Buyer reserves the right, without liability, in addition to its other rights and remedies, to cancel the entire Order or that part of the Order not delivered, or to extend the time of delivery or payment. If timely delivery is endangered by Seller, Buyer shall have the right to direct Seller to make shipment by the most expeditious means and the total cost of such expedited shipment and handling shall be borne by Seller. No partial or complete delivery shall be made hereunder prior to the date or dates shown unless Buyer has given prior written consent. Buyer will pay only for maximum quantities ordered. Over shipments will be held at Seller’s risk and expense for a reasonable time while Buyer awaits shipping instructions from Seller.

Freight; Title and Risk of Loss: (a) Unless otherwise specifically provided on the face of this Order, the goods shall be delivered prepaid to the Buyer’s destination specified on the face of this Order. Any freight charges invoiced to Buyer, both by Seller or the carrier, will be charged back to and paid by Seller. If the face of this Order designates a TBD or Collect Incoterm, Buyer will be responsible arranging for freight to the destination designated on the face hereof. Any costs incurred by Buyer as a result of Seller’s failure to comply with Buyer’s routing instructions shall be borne by Seller.

Inspection:
(a) Notwithstanding any prior inspections or payments hereunder, all goods and services shall be subject to final inspection and acceptance at Buyer’s plant within a reasonable time (but not less than 90 days) after receipt at destination.

(b) If any goods or services delivered do not meet the requirements of this Order, Buyer shall have the right to reject such goods or services. Buyer may elect to reject the entire goods and services tendered even if only a portion thereof is nonconforming. If Buyer elects to accept nonconforming goods or services, Buyer, in addition to its other remedies, shall be entitled to an appropriate reduction in price. Payment of any good or service shall not be deemed an acceptance thereof.

Warranty:
(a) Seller warrants that all goods and services furnished hereunder shall: i) be free from defects in workmanship, material, manufacture, and design (where design is Seller’s responsibility); ii) comply with the requirements of this Order, including all drawings and specifications incorporated herein and samples furnished by Seller; iii) perform as specified herein or otherwise represented by Seller (even if such representations do not appear on the face hereof, notwithstanding the provisions of this Order); iv) be merchantable and fit and sufficient for the use intended by Buyer; and v) be free and clear of any lien or other adverse claim against title. The foregoing warranties are in addition to all other warranties, expressed or implied, and shall survive any delivery, inspection, acceptance, and payment by Buyer. Buyer’s approval of Seller’s material or design shall not relieve Seller of the warranties set forth herein.

(b) Seller’s warranty shall be effective for a period of time as set forth on the face of this Order. If no such period is stated, the warranty shall be effective for a period of one (1) year from the date of Buyer’s acceptance. This warranty shall run to Buyer’s customers and users of its products.

(c) If any goods or services furnished hereunder do not meet the warranties specified herein,, Buyer may, at its option: i) require Seller to correct, at no cost to Buyer, any defective or nonconforming goods or services by repair or replacement; or ii) return such defective or nonconforming goods at Seller’s expense to Seller and recover from Seller the Order price thereof; or iii) correct the defective or nonconforming goods or services itself and charge Seller with the cost of such correction. The foregoing remedies are in addition to all other remedies at law or in equity or under this Order and shall not be deemed to be exclusive.

Changes: Buyer may at any time, by written order, suspend performance hereunder, increase or decrease the ordered quantities, or make changes within the general scope of this Order in any one or more of the following: i) drawings, designs, or specifications; ii) method of shipment or packing, and/or iii) time and/ or place of delivery. If any such change causes an increase or decrease in the cost of or the time required for performance of this Order, an equitable adjustment shall be made in the price or delivery schedule, or both, and this Order shall be modified in writing accordingly. No claim by Seller for adjustment shall be valid unless asserted within twenty (20) days from the date of receipt by Seller of the notification of change provided, however, that such period may be extended upon the written approval of Buyer. Changes shall not be binding on Buyer unless evidenced by a writing signed by an authorized representative of Buyer. Nothing in this clause shall excuse Seller from proceeding with this Order as changed.

Termination for Convenience: (a) Buyer may terminate this Order, for convenience, in whole or in part, at any time by written or electronic notice. Upon any such termination Seller shall, to the extent specified by Buyer, stop all work on this Order, and cause its suppliers or subcontractors to stop work. Charges for any such termination of this Order shall be limited to actual non-recoverable costs incurred by Seller which Seller can demonstrate were properly incurred prior to the date of termination. In no event will Buyer reimburse Seller for goods, inventory or services in excess of those required to meet Buyer’s delivery schedule for binding forecasts.

Termination for Default: Buyer may, by written or electronic notice, terminate this Order, in whole or in part, if Seller: i) fails to make delivery of the goods or perform the services within the time specified herein; or ii) fails to replace or correct defective goods or services in accordance with the provisions of those Paragraphs hereof entitled “Warranty” and “Inspection”; or iii) fails to perform any of the other provisions of this Order or so fails to make progress as to endanger performance in accordance with its terms; or iv) becomes insolvent, files or has filed against it a petition in bankruptcy, or makes an assignment for the benefit of creditors.

Seller’s Indemnification:
(a) Notwithstanding any other provision of this Order, Seller shall defend, indemnify and hold Buyer harmless from and against any and all claims, damages, losses and reasonable expenses, whether direct, indirect or consequential, including, but not limited to, liabilities, obligations, claims, costs, expenses (including, without limitation, interest, penalties and attorneys’ fees), fines, taxes, levies, assessments, demands, damages and judgments of any kind or nature to the extent arising directly or indirectly out of or resulting from: i) goods or services supplied or the performance of work by Seller hereunder; ii) Seller’s negligence or willful misconduct; iii) the breach by Seller of any provisions hereunder; iv) a claim that the goods or services supplied by Seller infringes any patent, copyright, trademark, trade secret or other intellectual property interest of another; or v) a claim of mechanic’s lien or other encumbrance made by a third party.

(b) Seller shall carry and maintain insurance coverage satisfactory to Buyer to cover its obligations set forth in subparagraph (a) above, and upon Buyer’s request, shall furnish Buyer with evidence of such insurance in a form satisfactory to Buyer.

Non-Disclosure of Confidential Matter: Goods or services purchased hereunder with Buyer’s specifications or drawings shall not be quoted for sale to others without Buyer’s written authorization. All specifications, drawings, samples, and other data furnished by Buyer shall be treated as confidential information by Seller, shall remain Buyer’s property, shall be disseminated to those within Seller’s organization on a “need to know” basis only, shall not be disclosed to any third party, and shall be returned to Buyer immediately on request.

Limitation on Buyer’s Liability; Statute of Limitations: In no event shall Buyer be liable for anticipated profits or for incidental or consequential damages. Buyer’s liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from this Order or from the performance or breach thereof shall in no case exceed the price allocable to the goods or services or unit thereof, which gives rise to the claim. Buyer shall not be liable for penalties of any description. Any action resulting from any breach on the part of Buyer as to the goods or services delivered hereunder must be commenced within one year after the cause of action has accrued.

Waiver: The failure of Buyer to enforce at any time any of the provisions of this Order, to exercise any election or option provided herein, or to require at any time performance by Seller of any of the provisions herewith shall in no way be construed to be a waiver of any such provisions, or the right of Buyer thereafter to enforce each and every such provision.

Rights and Remedies: The rights and remedies of Buyer set forth herein shall not be exclusive and are in addition to any other rights and remedies provided at law or in equity.

Compliance with Laws: Seller shall comply with all federal, state, local and governmental agency laws, ordinances, rules and regulations in the manufacture and sale of the goods and in the performance of services covered in this Order,. In addition, Seller shall comply with the Export Control Laws and regulations of the United States and any amendments thereof.

Gratuities: Seller warrants that it has not offered or given and will not offer or give to any employee, agent, or representative of Buyer any gratuity with a view toward securing any business from Buyer or influencing such person with respect to the terms, conditions or performance of this Order or any contracts with Buyer.

Notice of Delays: Whenever Seller has knowledge of an actual or potential labor dispute or any event which delays or threatens to delay the timely performance of this Order, Seller shall immediately notify Buyer of such event and furnish all relevant details. Such notice is for informational purposes only and shall not relieve Seller of its obligations to comply with the requirements of this Order.

Applicable Law, Jurisdiction and Venue: This Order shall be governed by, subject to, and construed in accordance with the laws of the State of South Carolina. Seller irrevocably submits to jurisdiction of any Court located or covering Laurens County, South Carolina for any action or proceeding arising out of or relating to this Order or agreement between Buyer and Seller. Jurisdiction and venue shall be exclusive and only exist in such Court located or covering Laurens County, South Carolina. Seller agrees that jurisdiction and venue are excluded in any other venue.