CNM Ingenuity, Inc. General Terms and Conditions

Description

CNM Ingenuity, Inc. GENERAL TERMS AND CONDITIONS 1. Agreement. When CNM Ingenuity, Inc. issues a purchase order to a Vendor, a binding contract is created. This purchase order is the sole and entire agreement between the parties; any documents incorporated into this agreement are listed explicitly on the front side of this purchase order, or are incorporated by implication by the terms of this purchase order. Any terms inconsistent with or in addition to this purchase order proposed by Seller are deemed rejected unless agreed to in writing by CNM Ingenuity, Inc. 2. Assignment. This order is assignable by CNM Ingenuity, Inc. Except as to any payment due hereunder, this order is not assignable by Vendor without written approval of CNM Ingenuity, Inc. 3. Changes. CNM Ingenuity, Inc. may make changes to this order by giving notice to Vendor and subsequently confirming such changes in writing. If such changes affect the cost of or the time required for performance of this order, an appropriate equitable adjustment shall be made. No change by the Vendor shall be recognized without written approval of CNM Ingenuity, Inc. Any claim by Vendor for an adjustment under this paragraph must be made in writing within thirty (30) days from the date of receipt of Vendor of notification of such change, unless CNM Ingenuity, Inc. waives this condition. Nothing in this paragraph shall excuse Vendor from proceeding with performance of the order as changed hereunder. 4. FOB. Unless stated otherwise, the price for goods is F.O.B. the place of destination, and the place of destination is CNM Ingenuity, Inc.’s designated campus address. 5. Termination and Delays. a. CNM Ingenuity, Inc. may terminate this order for convenience in whole or in part at any time. CNM Ingenuity, Inc. shall pay Vendor as full compensation for performance until such termination based upon the unit or pro-rata order price for the delivered and accepted portion, provided however, compensation hereunder shall in no event exceed the total order price. Such amount will be limited to Vendor’s actual cost and shall not include anticipated profits. b. CNM Ingenuity, Inc. may terminate this order at any time in whole or in part for Vendor’s default if Vendor refuses or fails to comply with the provisions of this order or fails to make progress so as to endanger performance and does not cure such failure within what CNM Ingenuity, Inc. considers to be a reasonable period of time. 15. Audit.