Purchasing Terms
Acceptance of Terms
This PO is expressly conditioned on Vendor's acceptance of all the terms and conditions set forth herein. Jade Scientific expressly objects to any additions, deletions or differences in the terms or conditions contained in Vendor's quotation, proposal, acknowledgment or other document, whether such additions, deletions or differences materially alter this PO.
Performance
Time is of the essence in the performance of this PO and if the goods are not delivered or the services not provided in the manner and at the times specified. Vendor will promptly advise Jade Scientific of any delay in performance, including notice regarding any goods placed under backorder. Vendor’s performance is not deemed completed until the goods or services have been accepted by Jade Scientific.
Pricing
If the prices are higher than specified, do not ship and advise Buyer. If price is omitted, it is agreed that the material shall be billed at the price last quoted or paid, or the prevailing market price, whichever is lower. Once the price is confirmed the price shall not be changed.
Inspection
All goods and services purchased hereunder are subject to inspection by Jade Scientific at all reasonable times and places notwithstanding the terms of payment, and in any event, prior to final acceptance. No inspection made prior to final acceptance will relieve Vendor from responsibility for failure to meet the requirements of this PO. In the event the goods or services do not meet the applicable specifications and instructions, Vendor will promptly re-perform the nonconforming services or provide replacement goods satisfactory to Jade Scientific at Vendor's sole expense.
Payment
Invoices must contain the following information: PO number, part numbers, description of services, prices, extended totals and attach all supporting documentation, if any. To the extent applicable, all invoices must include any tax amounts, listed separately. Invoices submitted hereunder will be paid according to our established terms after receipt of a correct invoice or acceptance of goods or services by Jade Scientific, whichever occurs later.
Changes
Jade Scientific may, by written notice to Vendor make changes to any one or more of the following: (a) specifications for services or goods, (b) quantity, and (c) place and/or time of delivery. For any reason, Jade Scientific may also direct Vendor to suspend in whole or in part the provision of goods or the performance of services hereunder permanently or for such period as may be determined by Jade Scientific to be necessary or desirable.
Warranty
Vendor expressly warrants that the goods or services provided under this PO will be performed in accordance with Jade Scientific’s specifications and instructions. Vendor further warrants that the goods and services will be merchantable, non-infringing, free from defects and fit and sufficient for the purpose intended. These warranties are in addition to all other warranties, express, implied or statutory.
Counterfeit Goods
All product provided to Buyer shall consist of new materials and authentic products only. Buyer must be contacted in the event that Vendor becomes aware of Non-Conforming or Counterfeit Product.
Confidential Information
Jade Scientific and Vendor acknowledge that in their course of dealings, Vendor may acquire from Jade Scientific confidential and proprietary information about Jade Scientific, its business activities and operations, its employees, trade secrets or any other information which by its sense or nature should reasonably be considered confidential.
Termination For Convenience
Jade Scientific may terminate this PO in whole or in part at any time and without cause. Jade Scientific will have no further payment obligation in connection with any termination.
Compliance with Laws
Vendor will comply with the applicable provisions of all federal, state or local laws or ordinances and all orders, rules and regulations issued thereunder, including without limitation, any local law or regulations relating to the privacy, security, integrity and availability of personal data.
Entire Agreement
This PO, including all documents incorporated herein by reference, constitutes the entire agreement and understanding between the parties and supersedes and replaces any and all prior or contemporaneous representations, agreements or understandings of any kind, whether written or oral, relating to the subject matter hereof.