A. The Purchase Order along with these Terms and Conditions of Purchase constitute an agreement by Globex International Inc. as Buyer to purchase goods from you, as Seller, on the express terms provided herein and any acceptance of this Purchase Order by Seller is limited to such terms.  No differing terms in any of your proposals, documents or instruments will change or amend the Terms and Conditions of Purchase.  Seller may accept this Purchase Order by the earlier of either: (i) signing and returning to us by mail or confirmed fax the acknowledgement copy or (ii) shipment of the goods by specified carrier and means subject to this Purchase Order. 

B. Any proposal by the Seller for additional or different terms, or any attempt to modify or vary these Terms and Conditions in any way, is objected to and rejected by Globex International Inc.  Such changes will be treated as a material alteration of this Purchase Order and do not constitute an acceptance by you. 

C. Globex International Inc. has the right upon notice to Seller to make changes in specifications, packaging, time and place of delivery, and method of transportation. If any such changes cause an increase or decrease in the cost or the time required for performance of this Purchase Order, an equitable adjustment will be made. 

D. Globex International Inc. reserves the right to rescind this offer and cancel any Purchase Order in whole or in part by written notice at any time prior to shipment by you pursuant to Section Q.  Such notice is deemed received upon the earlier of (i) personal delivery, (ii) fax confirmation, (iii) delivery by overnight carrier or (iv) receipt by mail. 

E. This purchase by Globex International Inc. is only for the goods expressly described herein.  Globex International Inc. does not accept any change in kind, grade, quality or specification absent written agreement. 

Product age should not exceed 60 days from the date of production upon delivery without prior written approval from Globex International Inc.

F. This Purchase Order is only for the quantity of product expressly provided.  No change in number or amounts is accepted by Globex International Inc. absent written agreement.  Partial shipments are not authorized by Globex International Inc. except as expressly provided in this Purchase Order unless otherwise agreed in writing by Globex International Inc.

G. This Purchase Order is only at or below the price of product expressly provided.  Globex International Inc. does not accept any change in the products’ price absent written agreement.  Seller warrants that the prices for the products sold to Globex International Inc. under this Purchase Order are complete. 

H. Globex International Inc. is purchasing the product from the Seller for resale.  Title to the product shall pass to Globex International Inc. upon delivery. Globex International Inc. has promised deliveries to our customers based on the delivery date(s) specified in this Purchase Order.  Time is therefore of the essence of this Purchase Order.  If deliveries are not made by the date(s) specified in this Purchase Order, Globex International reserves the right without liability and in addition to its other rights and remedies to (i) terminate this Purchase Order by notice as to products not yet received and (ii) purchase substitute items elsewhere and charge Seller with any loss incurred.

If in order to comply with Globex International’s required delivery date it becomes necessary for Seller to ship product by a more expensive way than specified in this Purchase Order, Seller will pay any increased transportation costs resulting therefrom unless Globex International Inc. has caused the necessity for such rerouting or expedited handling.

I. All product purchased under this Purchase Order will (i) be produced and delivered to Globex International Inc. in compliance with all applicable foreign, federal, state and local laws and (ii) will be accompanied by proper documents (as required by applicable foreign and domestic law) for export by Seller and import by Globex International Inc.  IF GLOBEX INTERNATIONAL INC. NOTIFIES SELLER THE PRODUCT IS TO BE INSPECTED FOR AND SUITABLE FOR EXPORT AND ENTRY INTO A SPECIFIED COUNTRY, SELLER WILL PROVIDE ALL DOCUMENTS REQUIRED BY U.S. LAWS AND THE LAWS OF THE SPECIFIED COUNTRY TO FACILITATE EXPORT BY GLOBEX INTERNATIONAL INC. AND IMPORT BY OUR CUSTOMER. 

J. Upon delivery and before or after payment (without regard to the manner of shipment or any shipping or price terms), Globex International Inc. has the right but not the obligation to inspect the product delivered under this Purchase Order and to reject any or all such products which are defective or nonconforming.  For a period of 90 (ninety) days after delivery to Globex International Inc. (or our customer, as applicable), such period being deemed reasonable by the parties, we reserve the absolute right to revoke any acceptance of nonconforming product, the nonconformity of which was not perceptible upon initial inspection.  Payments by Globex International Inc. to Seller for the product delivered under this Purchase Order do not constitute acceptance of the product. 

K. Notwithstanding any other provision of this Purchase Order, to the extent Globex International Inc. fails to satisfy any obligation imposed hereunder as a result of any force majeure, performance of this Purchase Order will be deemed frustrated and no cause of action for breach or default will arise or liability attach to or be imposed on Globex International Inc. as a consequence thereof.  For the purposes of this Purchase Order, “force majeure” means strikes, work stoppages, lockouts or exceptional circumstances arising from the threat thereof, acts of God, acts of the state or the public enemy, including but not limited to war, acts of nations, acts of governments, acts of independent states, terroristic acts, riots, civil disorder or insurrection, animal and vegetable health or safety issues, embargoes, or other disruption of or interference with trade, marine disaster, fire, accident, or other circumstance or cause beyond our control.  Globex International Inc. will notify Seller at the address set forth on the face hereof within a commercially reasonable period of time in the event of any force majeure delays acceptance of goods.  Under a force majeure situation, Globex International Inc. has the right to terminate this Purchase Order or any portion thereof, without imposition of penalty or obligation, legal or otherwise and all prepayments held by Seller for This Purchase Order will be returned to Globex International Inc.

L. Seller expressly warrants that product purchased under this Purchase Order at the time of delivery to Globex International Inc. (or our customer, as applicable) will be merchantable in the trade as product strictly of the kind, grade, quality and specification described therein.  The product will be of good quality and free from defects, and will otherwise conform to the specifications established in this Purchase Order.  If Seller knows or has reason to know the particular purpose for which Globex International Inc. intends to use the product, Seller warrant such product will be fit for such particular purpose.  Seller further warrants that Seller will have good and marketable title to any product provided under this Purchase Order at the time of delivery to Globex International Inc. (or our customer, as applicable).

M. Seller warrants that all products supplied under this Purchase Order will be produced in compliance with, and Seller agrees to be bound by, all applicable federal, state and local laws, orders, rules and regulations. Seller further represents that, by acceptance of this Purchase Order, Seller is and will continue to be in full compliance with all federal laws, rules and regulations, all as from time to time amended, and all Executive Orders.

The warranties herein will survive inspection, test, acceptance and use.  No inspection, test, acceptance or use of the products furnished hereunder will affect Seller’s obligations under these warranties to Globex International Inc.  The warranties herein will run to Globex International Inc., as well as our successor and assigns, customers, users and consumers of such products, and Seller acknowledges and expressly permits assignment of this warranty by Globex International Inc. to such persons. 

N. Seller agrees upon request by Globex International Inc. to submit certificates of insurance evidencing product liability, completed operations, contractor’s liability and protective liability, automotive liability insurance (including non-owned automotive liability), workers’ compensation and employer's liability insurance coverage. No recovery by Globex International Inc. under any policy of insurance procured by Seller may limit, waive or bar any other right, remedy, claim, cause of action or recovery that Globex International Inc. may have against you under this Purchase Order or pursuant to applicable law.

O. Seller may terminate any agreement arising under this Purchase Order (i) upon Globex International Inc.’s failure to cure within thirty (30) days of receipt of written notice of breach from Seller stating with reasonable particularity the facts thereof, or (ii) immediately upon Globex International Inc.’s failure to pay sums due therefor. 

In the event of rightful termination by Seller for breach by Globex International Inc. or failure to pay, such agreement will end and Seller will have no further obligation to Globex International Inc. except as expressly provided herein. 

P. Globex International Inc. may terminate any agreement arising under this Purchase Order or such other contract between Seller and Globex International Inc. (i) upon your failure to cure within thirty (30) days of receipt of written notice of breach from Globex International Inc. stating with reasonable particularity the facts thereof, or (ii) immediately upon your failure to perform or promptly provide reasonable assurance of future performance upon request. 

In the event of termination by Globex International Inc. for breach by Seller or failure to perform, such agreement will end and Globex International Inc. will have no further obligation to Seller except as expressly provided herein.  Globex International Inc. will be entitled to cancel any unfilled part of this Purchase Order without any liability whatsoever and have such other rights and remedies afforded to Globex International Inc. for breach of contract under the Uniform Commercial Code as enacted in the State of New York or under any applicable law, including but not limited to the remedies of incidental and consequential damages.

Globex International Inc. may terminate this Purchase Order in whole or in part without cause upon written notice to Seller at any time before shipment of all goods by Seller.  In the event of such termination, Seller will immediately stop all work and immediately cause any of your suppliers or subcontractors to cease such work except as Globex International Inc. may otherwise direct. 

In the event of termination by Globex International Inc. without cause prior to shipment of all product, you will be paid a reasonable termination charge consisting of a percentage of this Purchase Order price reflecting the percentage of the work performed prior to the notice of termination, plus actual direct costs resulting from termination, less any costs incurred by your suppliers or subcontractors which you reasonably could have avoided.  Seller will not be paid for any work done after receipt of the notice of termination. 

Q. Seller agrees to use their best efforts to minimize any damage to goods upon any breach, failure to pay or termination of this Purchase Order by Globex International Inc.  In furtherance and not in limitation of the foregoing, Seller agrees to make reasonable efforts to sell such product for Globex International Inc.’s account. IN NO EVENT WILL GLOBEX INTERNATIONAL INC. BE LIABLE FOR (I) SELLER’S ANTICIPATED PROFITS OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SELLER PAYS OR INCURS OR (II) ANY PENALTIES, ASSESSMENTS, CHARGES OR OTHER FINES.  GLOBEX INTERNATIONAL INC.’S LIABILITY ON ANY CLAIM OF ANY KIND FOR ANY LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM THE PURCHASE ORDER, OR FROM THE PERFORMANCE OR BREACH THEREOF, IS LIMITED TO THE PRICE ALLOCABLE TO THE SPECIFIC PRODUCT BY AMOUNT THEREOF WHICH GIVE RISE TO THE CLAIM. 

Any claims by Seller for money due or to become due from Globex International Inc. under this Purchase Order are subject to deductions or setoff by Globex International Inc. by reason of any counterclaim arising out of such Purchase Order, any other Purchase Order between Globex International Inc. and Seller, or any other transaction between Globex International Inc. and Seller.

Any action by Seller resulting from any breach, failure to pay or termination of this Purchase Order by Globex International Inc. must be commenced within one (1) year from the date the cause of action accrued. 

R. The Vienna Convention on Contracts for the International Sale of Goods shall not apply.  This Purchase Order shall be governed by the laws of the State of New York including the Uniform Commercial Code as enacted in New York without regard to conflict-of-laws rules.  The United States District Court for the Southern District of New York shall have exclusive jurisdiction to decide any controversy or claim arising out of or relating to this Purchase Order, and each party irrevocably submits to the personal jurisdiction of that court for such purpose.  In the event the Federal subject matter jurisdiction is lacking, then the Supreme Court of the State of New York for New York County shall alternatively have exclusive jurisdiction to decide any controversy or claim arising out of or relating to this Purchase Order and each party irrevocably submits to the personal jurisdiction of that court for such purpose.  The prevailing party shall be entitled to recover reasonable attorney’s fees incurred by it.  Any such claim or suit must be commenced within one (1) year from the date the cause of action accrued.

S. The Purchase Order and such Terms and Conditions herein constitute the entire agreement between Globex International Inc. and Seller, superseding any and all other understandings, representations, proposals or negotiations between the parties, whether oral or written.  No oral agreements or representations and no course of dealings between the parties or usage of trade is relevant to supplement, explain, contradict or vary in any way any provision contained in this Purchase Order and these terms and conditions.

None of the Terms and Conditions contained in this Purchase Order or these Terms and Conditions may be added to, modified, superseded or otherwise altered except by a written instrument signed by Globex International Inc. and Seller. 

All notices allowed or required under this Purchase Order must be in writing and is deemed sufficient if sent to the parties at the addresses given in this Purchase Order (or to such other address as either party may provide in advance) (i) by personal delivery, (ii) by registered or certified mail, postage prepaid, (iii) by first class air mail, postage prepaid (for international mail), (iv) by facsimile, telex or telegraph or (v) by recognized overnight carrier.  Notice shall be deemed given upon earliest receipt by any method provided herein. 

Each of the rights and remedies reserved by Globex International Inc. in this Purchase Order is cumulative and in addition to any other or further remedies provided by law or equity, or in this Purchase Order.

Globex International Inc.’s failure to insist on performance of any of the terms or conditions herein by Seller, Seller’s failure to exercise any right or privilege, or our waiver of any breach under this Purchase Order does not thereafter waive any other terms, conditions, privileges or breach, whether of the same or similar type.   Any waiver is effective only when in writing and signed by Globex International Inc.  

Seller shall not assign, delegate or otherwise transfer (by merger, asset sale, contract, operation of law or otherwise) its rights or obligations under this agreement or grant a security interest in or pledge as collateral any interest in this agreement, without Globex International Inc.’s prior written agreement. 

Wherever possible, each provision of this Purchase Order will be interpreted in such a manner as to be effective and valid under applicable law.  If any provision of this Purchase Order is prohibited by or invalid under applicable law, said provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Purchase Order.