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Purchase Order Terms and Conditions

1 - Time and Acceptance: Time is of the essence in all aspects of this Purchase Order (hereinafter referred to as PO). This PO constitutes an offer and commencement of performance pursuant to this PO and constitutes acceptance hereof by Seller. If the delivery of Goods and/or Services is delayed beyond the time indicated herein for any reason, Seller shall notify Buyer promptly of an alternative date and time. Buyer reserves the right without liability (in addition to its other rights and remedies) to cancel this PO by written notice, or through verbal notice confirmed in writing, as to any of the Goods or Services not provided, to acquire substitute Goods or Services elsewhere, and to charge Seller with any loss incurred, and any deposit shall be returned to Buyer in full and without any offset by Seller. Buyer reserves the right to reject and refuse acceptance of any Goods or Services which do not comply with all of the terms of this PO.

2 - Compliance with Specifications: a. Goods: All Goods must and will comply with the specifications of the PO. Buyer reserves the right to return, without any charge to Buyer, any non-conforming Goods which are not as ordered and which do not conform in any way to those described in the PO. b. Services: All Services must and will conform with the type of services ordered in this PO in every material respect with the specifications and details of the PO. Buyer reserves the right to reject any Services which do not conform to those ordered in this PO and to pursue all remedies available under applicable law for any non-conforming Services which are not as ordered and which do not conform in any way to those described in the PO.

3 - Risk of Loss: Risk of loss will be with the Seller until the Goods (if any), are delivered, inspected and accepted by Buyer.

4 - Drawings and Operating Manuals: Seller will supply proper operating, training and maintenance manuals, drawings and any other documentation that pertains to the good, safe and proper operation and maintenance of the Goods (if any) purchased by Buyer.

5 - Substitutions: No substitutions will be permitted without the prior written consent of the Buyer.

6 - Warranties: Acceptance, payment, use or resale of the Goods (if any), including non-conforming goods, by Buyer shall not release Seller of any of Seller’s obligations, representations or warranties hereunder.

7 - Changes: Buyer, by written order may amend, supplement or delete Goods to be supplied under this PO, and the PO price will be equitably adjusted, as appropriate. Buyer may supplement its order by directing an increase in Goods to be supplied at the unit prices stated in the PO. If no unit prices are stated, Seller will promptly, at the request of the Buyer, quote prices, and Buyer will promptly accept or reject the quote.

8 - Indemnity: Seller will indemnify Buyer and hold it harmless from all claims, losses, damages and expense, including attorney’s fees, caused in whole or in part by the negligence or fault of Seller, in performing its duties under this PO. This indemnity shall be enforceable even if Buyer is partly at fault, but Seller will not be required to indemnify Buyer for losses shown to be occasioned by the sole negligence or fault of Buyer.

9 - Attorney’s Fees: In the event of any legal proceeding arising out of this PO, or the performance or interpretation thereof, the Buyer and Seller agree that the tribunal hearing this matter will award reasonable attorney’s fees to the prevailing party.

10 - No Other Agreement: This PO is the final and entire agreement of the parties, regardless of the matters addressed in the PO, and no written or oral communication between the parties before the execution of this PO will serve to vary, contradict, modify, supersede, or amend the PO. This PO may be modified, superseded or amended only by a written contract signed by the parties. Nothing contained herein shall be construed so at to prevent Seller from providing a legally enforceable warranty for the Services and Goods provided hereunder.

11 - Typewritten or Handwritten Provisions: Typewritten or handwritten provisions, approved by both parties, shall control all printed provisions of the PO in conflict with them.

12 - Packing and Shipping of Goods: The Goods, if any, shall be properly packed and shipped only by licensed carrier over the least expensive route, unless otherwise instructed or approved. Packing lists must bear a complete description of the Goods (if any) shipped. All crates and containers must be accompanied by a packing list stating contents and PO number as shown on page 1 of this PO. Availability, price and delivery date must be confirmed by Seller via e-mail to the address shown on page 1 of this PO within 5 business days from PO date. If PO number is not shown on all invoices, invoices will be returned.

13 - Notices: Any notice given pursuant to this PO shall be in writing and shall be hand delivered, mailed via certified mail, return receipt requested, or sent by another recognized delivery service which provides a written receipt as proof of delivery, and such notice shall be effective upon receipt. Notices to Buyer shall be directed to Buyer’s contact and address as shown on this PO. Notices to Seller shall be directed to Seller’s contact and address as shown on this PO.

14 - Governing Law: This PO and the acceptance and interpretation thereof as well as the performance of the Seller and Buyer hereunder shall, as provided herein, constitute a contract made in accordance with, and to be governed in all respects by the applicable laws of the United States of America, the State of Florida and the Seminole Tribe of Florida.

15 - Remedies: No remedy provided herein shall be deemed exclusive of any other remedy available at law or equity. All claims for monies due or to become due from Buyer shall be subject to deduction by Buyer for set off or counterclaim arising out of this or any other of PO directed to Seller by Buyer.

16 - Assignment: Seller shall not delegate any duties nor assign any rights, benefits or claims under this PO without the express written consent of Buyer. Any such assignment or delegation made without Buyer’s express written consent shall be null, void and unenforceable.

17 - Compliance with Laws: Seller shall comply with all applicable federal and state and laws and with all laws rules and regulations duly enacted by the Tribal Council applicable to this PO and any Services or Goods provided hereunder.

18 - Liens: Seller warrants and represents that it has good, clear and marketable title to the Goods (if any) and that such Goods are not subject to any security interest or other lien or encumbrance; that such Goods shall be free from same at the time of delivery to Buyer, and that Seller has made this representation and warranty, in part, to induce Buyer to reasonably rely upon Seller’s representation that the title to the Goods delivered by Seller is transferred to Buyer free and clear of all liens and encumbrances; that Seller neither knows nor has any reason to know of any information adverse to Seller’s clear and unencumbered ownership of the Goods or of any claim of title on the part of any person or entity hostile to Seller’s rights in the Goods.

19  - Situs: The situs of the execution of this PO is the Reservation of the Seminole Tribe of Florida where the PO is signed by the Buyer.

20 - Appropriations: Buyer is a sovereign tribal government or an instrumentality of a sovereign tribal government. In the event that funds from which Buyer may fulfill the obligations of this PO are not appropriated, this PO will automatically terminate and its terms and conditions shall be of no force or effect. Neither Buyer nor Seller shall make any commitment to buy or sell Goods or Services hereunder beyond the period for which funds have been appropriated by Buyer.

21 - Dispute Resolution: In the event that any dispute, controversy, claim, question or difference arising out of or relating to this PO or any alleged breach hereof, upon written notice by any party to the other, the dispute, claim, question, or difference shall be finally settled by a binding proceeding administered by the Tribal Council of the Seminole Tribe of Florida or as otherwise specifically delegated under the provisions of the Amended Constitution and Bylaws of the Tribe. This PO is intended to be binding upon the signatories hereto as well as their successors and assigns. Moreover, nothing contained herein shall prohibit the Tribal Council from requiring the parties to first engage in mediation or a non-binding arbitration so as to enhance the possibility of a mutually acceptable resolution of such dispute or differences and to give to the Tribal Council a full and fair opportunity to understand and appreciate the nature of the dispute or differences between the parties so as to better enable the parties and the Tribal Council to arrive at a just and fair result of any such dispute.