PETERSEN PRODUCTS CO. PURCHASE ORDER TERMS AND CONDITIONS

1. Acceptance of Purchase Order

This Purchase Order ("PO") constitutes an offer by Buyer to purchase the goods and/or services described in the PO. Vendor's acceptance of the PO, shipment of goods, commencement of services, or acknowledgment of the PO constitutes acceptance of these Terms and Conditions. Any additional or conflicting terms proposed by Vendor are rejected unless expressly agreed to in writing by Buyer.

2. Pricing

Prices stated in the PO are firm and not subject to increase unless expressly approved in writing by Buyer. Prices include all applicable packaging, handling, and transportation costs unless otherwise specified.

3. Delivery

Vendor shall deliver goods and/or perform services in accordance with the delivery schedule specified in the PO. Time is of the essence. Buyer reserves the right to cancel all or part of the PO without liability for delayed deliveries.

4. Inspection and Acceptance

All goods and services are subject to inspection and acceptance by Buyer. Buyer may reject any goods or services that do not conform to the PO specifications, quality requirements, or applicable standards. Rejected goods may be returned at Vendor's expense.

5. Warranties

Vendor warrants that all goods and services:
•    Are new, merchantable, and free from defects in material and workmanship; 
•    Conform to the specifications, drawings, samples, and requirements of the PO; 
•    Comply with all applicable laws, regulations, and industry standards; 
•    Do not infringe upon any third-party intellectual property rights. 

The warranty period shall be twelve (12) months from acceptance or such longer period provided by law or Vendor's standard warranty.

6. Invoices and Payment

Vendor shall submit invoices referencing the PO number. Unless otherwise stated in the PO, payment terms are Net 30 days from receipt of a correct invoice and acceptance of goods or services. Buyer may withhold payment for disputed amounts.

7. Changes

Buyer may request changes to specifications, quantities, delivery schedules, or scope of services. Any resulting adjustment in price or schedule must be agreed upon in writing before implementation.

8. Compliance with Laws

Vendor shall comply with all applicable federal, state, local, and international laws, regulations, and ordinances, including labor, environmental, health and safety, anti-corruption, and trade compliance laws.

9. Confidentiality

Vendor shall keep confidential all information received from Buyer and shall not disclose such information to any third party without Buyer's prior written consent. Confidential information shall be used solely for the performance of the PO.

10. Intellectual Property

Unless otherwise agreed in writing, all work product, designs, drawings, reports, software, data, and other materials created specifically for Buyer under the PO shall become the exclusive property of Buyer.

11. Indemnification

Vendor shall defend, indemnify, and hold harmless Buyer, its affiliates, officers, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses arising from:
•    Vendor's breach of the PO; 
•    Defective goods or services; 
•    Negligent acts or omissions of Vendor; 
•    Intellectual property infringement claims. 

12. Insurance

Vendor shall maintain adequate insurance coverage, including general liability, workers' compensation, and any other insurance required by law or reasonably requested by Buyer, and shall provide evidence of coverage upon request.

13. Termination

Buyer may terminate the PO, in whole or in part:
•    For convenience upon written notice; or 
•    For cause if Vendor breaches any term of the PO and fails to cure such breach within a reasonable period. 
Upon termination, Vendor shall cease work and take reasonable steps to mitigate costs.

14. Force Majeure

Neither party shall be liable for delays caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, or governmental actions. Vendor shall promptly notify Buyer of any such event.

15. Assignment and Subcontracting

Vendor shall not assign, transfer, or subcontract any rights or obligations under the PO without Buyer's prior written consent.

16. Limitation of Liability

Nothing in these Terms shall limit Vendor's liability for fraud, gross negligence, willful misconduct, breach of confidentiality, indemnification obligations, or intellectual property infringement.

17. Governing Law

The PO and these Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to conflict of law principles.

18. Dispute Resolution

The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be submitted to the courts located in Wisconsin, and each party consents to such jurisdiction and venue.

19. Entire Agreement

The PO, together with these Terms and Conditions and any documents expressly incorporated by reference, constitutes the entire agreement between Buyer and Vendor and supersedes all prior discussions and agreements relating to the subject matter.

20. Severability

If any provision of these Terms and Conditions is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.