This purchase order (“order”) is a written confirmation of the oral agreement previously reached between Seller and Buyer. Receipt of this order by Seller without written notice to Buyer of objection or error within 24 hours, is an acknowledgement of all the conditions hereof. 

Seller warrants that all goods shipped pursuant to this order are genuine and authentic and conform to the manufacturer’s specifications. Seller further warrants that all goods will conform to the product description contained herein and all requirements, specifications and drawings referenced herein.  Seller further represents and warrants that the goods are Year 2000 compliant. Year 2000 compliant means information technology that accurately processes date/time data (including but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations. Year 2000 compliant also means that the Year 2000 compliant information technology, when used in combinations with other information technology, shall accurately process date/time data when other information technology exchanges date/time data with it. 

Unless expressly provided otherwise in this Contract, all good furnished by Seller to Buyer pursuant to this Contract, are guaranteed to be new, unused and in their original packaging. If any of the good are found to be defective in material or workmanship, or otherwise not in conformity of the requirements of this order, Seller will timely replace such goods with conforming ones or, at Buyer’s sole discretion, immediately provide the Buyer with either a full credit or a full refund for such goods. Seller shall also be liable to Buyer for all damage, loss (direct or consequential), cost and expense attributable to any non-conformity or defect. 

Buyer may cancel this order or any portion hereof at any time prior to shipment.  Buyer shall be entitled to a refund of or credit for any advance payments. All prices quoted and goods shipped are FOB Buyer’s place of business.  Title to and risk of loss of all goods shall pass to Buyer when the goods are received by Buyer. Unless expressly provided otherwise in this Contract, Seller shall by all freight, handling, delivery, and insurance costs for the shipment of goods. 

Buyer may offset against any payment due hereunder any amount owed to Buyer by Seller, whether pursuant to this Contract or any other contract between Buyer and Seller.

Seller consents to jurisdiction and venue in Orange County, California.