FOR INTERNAL USE ONLY

[PURCHASER NAME]

PURCHASE ORDER TERMS & CONDITIONS TOOLKIT

PROVISION

NUMBER | PURCHASE ORDER TERMS & CONDITIONS PROVISION | EXPLANATION

1. GENERAL | The following terms and conditions, together with such terms as are set forth in the Purchase Order Form (the "Form"), with such plans, specifications or other documents as are incorporated by reference, as amended in any subsequent authorized writing from Purchaser, shall constitute the entire contract and purchase order agreement (the "Purchase Order" ) between [Purchaser], Inc. ( "Purchaser") and Supplier. If bid documents, performance specifications, technical product descriptions or other similar descriptive materials submitted by Supplier in connection with the Purchase Order, or Supplier's proposal, have been incorporated by reference, these shall not be deemed to supersede any contrary requirements of Purchaser, but to the extent that such materials are not inconsistent with Purchaser's requirements, they shall constitute a part of the basis of the Purchase Order. If this Purchase Order is construed as an offer, this offer expressly limits acceptance to the terms of this offer and notice of objection to any different or additional terms in any response to this offer is hereby given. If this Purchase Order is construed as an acceptance of an offer, this acceptance is expressly conditioned upon the offeror's assent to any different or additional terms contained or referenced in this Purchase Order. If this Purchase Order is construed as a confirmation of an existing contract, the parties agree that this confirmation states the exclusive terms of any contract between the parties. This Purchase Order shall be deemed to have been accepted by the Supplier upon receipt by the Purchaser of any writing, including a writing transmitted by fax or other means of electronic transmission, indicating acceptance, or by any of the following: (i) shipment of the goods or any portion thereof, (ii) commencement of any work on site or (iii) performance of any services hereunder. |

2. SCOPE OF WORK | Supplier shall provide such goods and services (collectively "Work") as described below or as specified in Exhibit A, attached hereto and incorporated herein by reference. |

3. TERMS OF PAYMENT | |

3.1 | Supplier shall submit to Purchaser separate invoices for each Purchase Order not more than once each month. Such invoices shall represent the value of the completed Work and shall be prepared in a format reasonably acceptable to Purchaser, with supporting documentation as necessary or as Purchaser may request from time to time. | INVOICING