Common use of Terms of Order Clause in Contracts

Terms of Order. This purchase order is an offer by the company identified on the face of this purchase order ("Buyer") for the purchase of the goods specified (the "Goods") from the party to whom the purchase order is addressed ("Seller") in accordance with and subject to the following terms and conditions, together with the terms and conditions on the face of this purchase order or contained in any attachments, exhibits, specifications, drawings, notes, instructions or other information, whether physically attached hereto or incorporated herein by reference (collectively, this "Order"). Except as otherwise provided in this sentence, this Order constitutes the entire and exclusive agreement of the parties with respect to Buyer’s purchase of the Goods from Seller and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and communications, both written and oral, with respect to the subject matter of this Order; provided, however, in the event Buyer and Seller are parties to a separate written agreement executed by both Buyer and Seller with respect to the purchase and sale of the Goods (the "Separate Agreement") these terms and conditions shall supplement the terms and conditions of the Separate Agreement, but in the event any provisions of the Separate Agreement conflict with these terms and conditions such provisions of the Separate Agreement shall control and shall supersede such conflicting provisions of these terms and conditions. Buyer’s submission of this Order is conditioned on Seller’s agreement that any terms different from or in addition to the terms of this Order, whether communicated orally or contained in any purchase order confirmation, invoice, acknowledgement, release, acceptance or other written correspondence, irrespective of the timing (other than any Separate Agreement as provided above), shall not form a part of this Order, even if Seller purports to condition its acceptance of this Order on Buyer’s agreement to such different or additional terms. This Order will be deemed accepted by Seller upon the first of the following to occur: (a) Seller making, signing or delivering to Buyer, whether in electronic format or in written form, any letter, form or other writing or instrument acknowledging acceptance; (b) any performance by Seller under this Order; or (c) the passage of five (5) business days after Seller’s receipt of this Order without written notice to Buyer that Seller does not accept. This Order does not constitute a firm offer within the meaning of Section 554.2205 of the Iowa Uniform Commercial Code (the “UCC”), and may be revoked by Buyer at any time prior to acceptance. The terms of this Order also apply to any repaired or replacement Goods provided by Seller hereunder.