PURCHASE AGREEMENT

Meron Inc (“Buyer”) shall issue Purchase Orders (“PO”) to supplier (“Seller”) specified on the PO’s cover page for products (“Products”) and/or services (“Services”) to be furnished to Buyer’s customer (“Customer”). Seller shall only supply Products and provide Services in strict accordance with Buyer’s PO and the following Standard Terms and Conditions.

GENERAL INSTRUCTIONS (ADDITIONAL INSTRUCTIONS MAY ALSO BE STATED ON PURCHASE ORDER)

  1. Customer’s Purchase Order number (if applicable) must appear on all bills of lading, packing slips, invoices, packages, and correspondence.
  2. Quotations referenced in the PO are for price references only. No other terms and conditions from the Seller’s quotations shall apply. Buyer’s STANDARD TERMS AND CONDITIONS shall apply.
  3. When a specification is referenced, Seller is responsible for complying with the applicable specification(s). Seller must contact Buyer if Seller does not have a copy of the specification referenced.
  4. Seller must acknowledge electronically Seller’s receipt of PO and provide delivery date confirmation within 48 hours of receipt of PO.
  5. If shipments will be delayed for any reason, Seller shall advise the Buyer immediately. Buyer reserves the right to cancel the order in the event that the shipment will be delayed.
  6. Seller must notify the Buyer for carrier routing for all shipments that are sent freight collect or prepaid and added to the invoice

STANDARD TERMS AND CONDITIONS

  1. ACCEPTANCE: These terms and conditions and the documents referred to herein govern all Purchase Orders issued by Buyer to the Seller identified on each Order. Fulfillment of any part of an Order, or any other conduct by Seller which recognizes the existence of a contract pertaining to the subject matter of such Order, shall constitute acceptance by Seller of such Order and all of the terms and conditions included or referenced on this page (the “Contract Terms”). Buyer objects to any terms proposed in Seller’s proposal, sales note, acknowledgment or other form of acceptance of Buyer offer which add to, vary from, or conflict with the Contract Terms. Any such proposed terms shall be void and the Contract Terms constitute the complete and exclusive statement of the terms and conditions between Seller and Buyer
  2. TERMINATION: Buyer may terminate for convenience at any time by written notice any Order, or its obligation to purchase any Products or Services from Seller. If an Order is terminated for convenience, then the termination date shall be not less than 7 days from the date of notice, unless otherwise mutually agreed to by the parties. Buyer shall pay for any Products delivered or services performed prior to the date that termination becomes effective.
  3. PRICE, TAXES AND QUOTATION’s: An Order must not be filled at a higher price than shown on the Order. Unless otherwise provided on the Order, delivery of Products shall be Free On Board (F.O.B.) destination and Seller will not charge for boxing, packing, crating or other charges. On Products bought “delivered” or “F.O.B destination”, Seller should prepay freight or other transportation charges. On Products bought “F.O.B point of origin” or “F.O.B. Seller’s plant” on which Seller prepays freight and invoices Buyer, invoice including transportation charges must show weight of shipment, freight rate charged, and name of carrier, or be accompanied by a copy of the prepaid freight bill. Buyer may withhold payment of Seller’s invoice until date that this condition has been fulfilled and reserves the right to take cash discount from this latter date. The purchase price includes any and all taxes and other governmental charges upon the production, sale, shipment, use or erection of the materials specified in this order. Seller agrees to indemnify Buyer against and reimburse Buyer for any expenditures Buyer may be required to make as a result of Seller’s failure to pay such taxes and/or other governmental charges
  4. INDEMNITY: Seller shall, at Seller’s sole cost and expense, release, defend indemnify and hold directors, officers, agents, employees, and shareholders of the Buyer harmless from and against all claims, demands, disputes, complaints, causes of action, suits, losses and damages (including attorneys’ fees) of any kind to the extent they in any way relate to or arise, in whole or in part, due to (a) subcontractors, or agents or the employees of any thereof, in the performance of this Order or any breach or default hereunder or (b) a claim that the Products or services Seller provides are dangerously defective, or (c) a claim that Seller’s Products or Services, or any part thereof, infringes a patent, copyright, trademark, trade secret or other intellectual or proprietary right of a third party.
  5. DELAYS: Fire, flood, lock-out, epidemic, accident, shortage of customarily used transportation equipment (or suitable substitute), or other causes beyond the reasonable control of the parties which prevent Seller from delivering or Buyer from receiving and/or any of the terms covered by this order, shall operate to suspend deliveries during the period required to remove such cause, subject, however, to Buyer’s right of cancellation of this order in the event of such suspension of deliveries.
  6. DELIVERY: Seller agrees to comply with Buyer’s shipping, delivery, installation or startup schedules (as applicable) without any delay. Shipments must equal the exact amounts identified in the Order and no partial shipments or runt cartons, changes or substitutions in specifications may be made without Buyer prior written consent. Seller shall report to Buyer any delays in a schedule immediately as they become known to Seller.
  7. PAYMENT TERMS: As full consideration for Seller’s satisfactory provision of the Products or performance of the Services, Buyer will pay Seller’s invoice no later than forty-five (45) days from the date the invoice is received in Buyer’s office or the date of delivery of Product or performance of Service ordered herein, whichever is later or unless otherwise stated on the PO issued by the Buyer,. All payment and discount terms will be considered satisfied based upon date of postmark of payment, or if EFT payment, date of transmission.
  8. ORDER CANCELLATION: Buyer reserve the right to cancel the Order if Seller cannot comply with the schedule(s) indicated on the Order. Buyer may return over shipments to Seller at Seller’s expense for all packing, handling, sorting and transportation.
  9. WARRANTY: Buyer is a reseller of Products only. Buyer shall provide, assign and pass through to Buyer’s Customer all warranty(ies) from the Seller for all Product sold to Buyer pursuant to these terms and conditions. Seller expressly warrants that all Products and Services supplied to Buyer by Seller as a result of an Order shall conform to the specifications, drawings or other description upon which the Order is based, shall be fit and sufficient for the purpose intended, merchantable, does not infringe any patent or trademark rights, of good material and workmanship, free from defects and free and clear of all liens or encumbrances. Inspection, testing, acceptance or use of the Products by Buyer shall not affect Seller’s obligations under this warranty, and such warranty shall survive inspection, testing, acceptance and use. Seller agrees to replace or correct promptly defects of any Products or Services not conforming to the foregoing warranty without expense to Buyer, when notified of such non-conformity. If Seller fails to correct defects in or replace non-conforming Products or services promptly, Buyer may, after reasonable notice to Seller, make such corrections or effect cover at Seller’s expense. Seller warrants that, for the (3) year period beginning at the time of delivery of the Products to Buyer, the Products will meet Seller’s specifications in all material respects and will be free from defects in material and workmanship.
  10. LIMITED LIABILITY: IN NO EVENT WILL BUYER BE LIABLE TO SELLER OR ANY THIRD PARTY, IN CONTRACT, TORT OR OTHERWISE, FOR ANY LOSS OF PROFITS OR BUSINESS, OR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, ARISING FROM OR AS A RESULT OF THESE CONTRACT TERMS, ANY ORDER OR ANY AGREEMENT BETWEEN THE PARTIES RELATING TO THE PRODUCTS, SERVICES OR DELIVERABLES SELLER PROVIDES, EVEN IF BUYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  11. VENUE: Where this order refers to raw materials, manufactured items, or to work, Seller warrants and agrees that they have complied and will comply with all applicable laws and regulations in the County of Riverside, State of California. Any legal action pertaining to these conditions and/or Products or Services furnished by Seller must be brought in the courts of the County of Riverside, State of California. Seller agrees to indemnify Buyer and save Buyer harmless if Seller fails to comply with the foregoing, and in the event of such failure Buyer may, in addition, cancel this order.
  12. INSURANCE: Supplier shall maintain an occurrence form commercial general liability policy or policies, insuring against liability arising from bodily injury, property damage, personal and advertising injury, independent contractors liability, products and completed operations and contractual liability. Such coverage shall be in an amount of not less than $1,000,000.00 per occurrence. If the policy maintains a policy aggregate, such aggregate shall not be less than twice the per occurrence limit. Supplier shall maintain an automobile liability policy or policies insuring against liability for damages because of bodily injury, death, or damage to property, (including loss of use thereof), and occurring in any way related to the use, loading or unloading of any of Supplier’s automobiles located in the United States of America (including owned, non-owned, leased, rented and/or hired vehicles). Such coverage shall be in an amount of not less than $1,000,000.00 combined single limit. In accordance with the laws of the State(s) in which the installation shall be performed, Supplier shall maintain in force workers compensation insurance for all of its employees. If applicable, Supplier shall obtain U.S. Longshoremens and Harbor Workers compensation insurance, separately, or as an endorsement to workers compensation insurance. Supplier shall also maintain employer’s liability coverage in an amount of not less than $1,000,000.00 per accident and per employee for disease. In lieu of such insurance, Supplier may maintain a self-insurance program meeting the requirements of the location(s) in which the Equipment shall be manufactured along with the required employer’s liability insurance.