Purchase Order Number:
062009
Date: June 15,
2009
Purchaser: COMEX
LLC
PURCHASE
ORDER
Payment and Freight
Information
Vendor Name and
Address
See Addendum A
Global
Ecology Corp.
140 Smith
Street, 5 th Floor
Keasbey, NJ 08832
Invoice Address
Ship To
COMEX LLC
See Addendum A
[____________]
Total
Items on PO: 10
Item Material
Quantity
Price/Unit
Delivery
Date
Description
USD
Value
Soil
Additive
See Addendum A
300,000 metric tons
$180 per metric ton
See Addendum
A
TERM AND
CONDITIONS
1.
ACCEPTANCE
- This offer is subject
to withdrawal at any time prior to communication of acceptance to
Purchaser. Upon such acceptance, the terms set forth on this
“Purchase Order” (P.O.) shall constitute the entire
agreement relating to the purchase of the goods and materials
“Soil Additive” (S.A.) ordered on the face hereof and
shipment or delivery of said materials by Seller shall be deemed to
be acceptance of said terms in their entirety. Seller will be
notified of Purchaser's objection to any terms inconsistent
herewith prior to final execution of this P.O. and to any
additional terms proposed by Seller in accepting or acknowledging
this order or otherwise and such terms shall not become a part of
this agreement unless accepted in writing by both Purchaser and
Seller. Neither Purchaser’s subsequent lack of objection to
any such terms, nor the acceptance of materials ordered hereby,
shall constitute or be deemed an agreement by Purchaser to any such
terms. Seller may not assign this order without
Purchaser’s prior written consent.
2.
SHIPMENT
- Seller shall suitably
contain, pack, mark, label and ship in accordance with all
reasonable instructions from Purchaser and the requirements of
common carriers to secure the lowest transportation costs possible.
After agreeing to the proscribed conditions, Seller shall be
liable
for any
difference in freight charges or damage to the materials
caused by
its failure to comply
therewith, Purchaser may require Seller to send a Notice of
Shipment giving the number of the order, kind and amount of
materials, and route at or prior to time of shipment.
3.
FREIGHT, DUTIES' AND
TAXES - All
materials associated with the P.O. will be C.I.F. Kandla, India ,
originated from the Sellers manufacturing location in Juarez,
Mexico. The Seller will arrange for all shipping and handling of
the S.A. and the Seller will be responsible for freight or other
carrying charges being paid in a timely manner to allow for
efficient shipping which may include a prepaid bill of lading or
equivalent shipping document (collectively, bill of lading.).
Purchaser will withhold payment of Seller’s invoice until the
date that all documentational conditions associated with this P.O.
have been fulfilled The "recourse" clause on the bill
of lading must not be signed, and any overcharges that may accrue
will be for Seller's account if there is any delay in meeting the
mutually agreed upon delivery schedule. If required by
Purchaser, Purchaser shall have the right to review and approve any
bill of lading in advance and to require that any such bill of
lading be in such form and content as Purchaser may require. The
amounts payable by Purchaser to Seller set forth on the face of
this Purchase Order exclude all applicable sales, use, consumption,
transfer, excise, stamp, customs, value-added or similar taxes,
duties, and charges.
4.
INSPECTION/RETURNS
- All materials ordered
herein shall be subject to inspection and testing by Purchaser at
all reasonable times and places, prior to acceptance. Seller shall
permit access to its facilities at all reasonable times for
inspection of materials by Purchaser and will provide all tools,
facilities, and assistance necessary at no additional cost to
Purchaser. It is expressly agreed that inspections and/or payments
prior to delivery shall not constitute final acceptance and that
all materials shall be subject to final inspection after delivery
to Purchaser. Purchaser may return any materials which are
defective, unsatisfactory, or of inferior quality or workmanship,
or fail to meet the specifications or other requirements of this
Purchase Order or the Data as defined below. Materials delivered
and rejected in whole or in part may, at Purchaser’s option
if the Purchaser can clearly demonstrate failure of the Seller to
have met the requirements as stated in Addendum A, be returned to
Seller, at Seller’s risk and expense, for reimbursement,
credit or replacement or may be held for disposition at
Seller’s risk and expense. In addition to the
Purchaser’s inspection, Seller will arrange S.G.S. or
Equivalent Third Party Inspection for Quality and Quantity of All
materials ordered prior to be loaded “on Board” and the
Third Party Inspection Certificate for Quality and Quantity will be
submitted as one of the negotiating documents at the time of
negotiating the Documentary Letter of Credit at Negotiating
Seller’s bank Counter.
5.
CONFORMANCE-TO-
. ORDER WARRANTY - Seller represents and warrants
that the materials will conform to the description and applicable
specifications or standards (collectively, Data.), shall be of good
merchantable quality and fit for the known purpose for which sold.
Seller warrants that the materials shall conform to any
written statements or advertisements for such materials. This is in
addition to any warranty, condition, representation or service
guarantee offered by Seller or implied or provided by law
(statutory or otherwise). If it appears that the S.A. does not
conform to the warranties herein or to the associated Data, and if
Purchaser notifies Seller within a reasonable time, Seller shall
promptly correct such nonconformity to the satisfaction of
Purchaser, at Seller’s sole expense including material,
labor, and freight costs or will provide a mutually agreed upon
discount to the Sales price of the S.A.. If Seller fails to correct
defects is or replace nonconforming materials promptly, Purchaser,
after reasonable notice to Seller, may take appropriate actions and
charge the Seller for any reasonable cost incurred.
6.
INFRINGEMENT
WARRANTY -
Seller represents and warrants that no article or articles
furnished hereunder, or the use thereof, infringe any patent,
trademark or other intellectual property rights, that it will
defend any suit that may arise in respect thereto, and that it will
indemnify and hold harmless the Purchaser, and any subsidiary or
affiliated company thereof, from and against any and all losses,
damages, claims, liabilities, costs, fees and expenses, including
without limitation attorney’s fees, court Costs and penalties
(whether levied by a foreign, or domestic governmental body), that
may be incurred by the assertion of any patent, trademark or other
intellectual property rights by other persons. This clause shall be
considered inapplicable to agreements covering basic raw materials
and basic structural material that are unpatented and
un-patentable.
7.
COMPLIANCE-WITH-LAW
WARRANTIES
a.
This Purchase Order
refers to a S.A. manufactured items or to services/work,
Seller warrants and agrees that, if applicable, it has complied,
and will comply, with (1) the Fair Labor Standards Act as amended,
(2) Social Security and Workmen's Compensation Laws as amended or
(3) all other laws, codes, regulations, rules and orders as
required by the country
