The following terms and conditions apply to the purchase of goods (“Goods”) and services (“Services”) set forth on the PO. The PO is between the supplier set forth on the PO (“Supplier”) and Willerding Metal Fabrication (“WMF”). The PO becomes a valid and binding obligation between the parties upon the earlier of: (i) WMF’s receipt of a signed copy of the PO, or (ii) Supplier starting performance under the PO, or (iii) Supplier acknowledging the PO within 7 days of receipt. Except for terms expressly agreed to in writing by an authorized WMF representative, any terms that contradict these terms are not valid.

1. PAYMENT: WMF will make timely payments on undisputed amounts after the later of (i) WMF’s receipt of a valid invoice, or (ii) WMF’s acceptance of the Goods and Services. Supplier will not invoice WMF until the Goods have been delivered or the Services rendered, unless prior arrangements have been made with WMF in writing. Unless otherwise stated on the PO, the prices for the Goods and Services on the PO are complete and include purchase price, taxes, shipping (for international shipments, to port of entry), packaging, labeling, storage and insurance, but do not include, for international shipments, customs duties or shipping from port of entry to destination.
2. DELIVERY & ACCEPTANCE: All shipping, completion and delivery dates are firm. Shipment of Goods will be FOB Destination, or as otherwise specified on the PO. Supplier must suitably pack or otherwise prepare for shipment all Goods to prevent damage in transit. Supplier will ensure that all packaging and labeling complies with the laws of the destination jurisdiction. Supplier must comply with all carrier requirements. Goods must be classified to secure the lowest possible shipment, insurance and duty rates. WMF may test or inspect all Goods or Services delivered, but WMF’s inspection, testing or payment (or lack of inspection, testing or payment) is not an acceptance of Goods or Services or a waiver of any right or warranty and does not preclude WMF from rejecting defective Goods or Services.
3. CONFIDENTIALITY: All information relating to this PO is “WMF Confidential Information.” Supplier may only use and copy the WMF Confidential Information to perform its obligations under this PO. Supplier will not disclose WMF Confidential Information to any third party without the prior written consent of WMF. Upon cessation or work, or upon request, Supplier must return all documents and other materials that contain or relate to WMF Confidential Information. WMF Confidential Information does not include information that is: (i) rightfully known by Supplier prior to negotiations leading to this PO; (ii) independently developed by Supplier without reliance by Supplier on the WMF Confidential Information; or (iii) part of the public domain or is lawfully obtained by Supplier from a third party without any confidentiality violation.
4. WARRANTIES AND CERTAIN COVENANTS:
1. Supplier warrants and covenants that all Goods and Services delivered: (i) do and will conform with the WMF PO and all specifications; (ii) are and will be free from defects in materials, workmanship and design; (iii) are and will be free from liens, restrictions, reservations, security interests or encumbrances; (iv) are and will be suitable for, and perform in accordance with, the particular purposes (A) for which they were purchased by WMF and (B) for which they were designed, manufactured or constructed; (v) do and will, to the extent the Goods will be or are used in combination with other WMF software, hardware or firmware, property interoperate with WMF’s software, hardware or firmware; and (vi) with respect to Services only, will be provided by individuals who have the expertise, skills, training and professional education to perform the Services in a professional manner.
2. Supplier will, at WMF’s request and without additional expense to WMF, promptly correct defects or replace non-conforming Goods or Services, at WMF’s sole discretion. If Supplier does not promptly correct defects or replace non-conforming Goods or Services when so requested, WMF, after written notice to Supplier, may make corrections or replace Goods and Services and charge Supplier for the cost incurred.
3. Supplier warrants that neither the Goods nor Services, nor WMF’s use of the Goods or Services, will constitute an infringement of any patent, copyright, trademark, service mark, intellectual property right or the misappropriation of any trade secret or the violation of a right of publicity or a nondisclosure obligation.
4. Supplier warrants that the Goods and Services requiring the use of any software or data provided on a network or stand-alone desktop computer will not contain any software viruses or other malicious computer instructions, devices or techniques that can or were designed to threaten, infect, damage, disable or shut down a computer system or any component of a computer system, including its security or user data. At WMF’s request, Supplier will provide a master copy of any software necessary to operate the Goods or Services in object code format for comparison and correction.
5. INDEMNIFICATION AND INSURANCE:
1. Supplier agrees to indemnify and defend WMF, WMF’s affiliates, and their respective customers, officers, employees, and agents against any third party claim, demand, suit, cause of action, liability, loss or expense (including reasonable attorneys’ fees) brought against any WMF indemnitee resulting from (i) any act or omission of Supplier under this PO (including injury to persons and loss of, or damage to, tangible and intangible property, (ii) the inaccuracy of any warranty or representation made by Supplier, or (iii) the infringement of any patent, copyright, trademark, service marks, intellectual property right or Supplier’s misappropriation of any trade secret or violation of any right of publicity or nondisclosure obligation.
2. If the purchase or WMF’s use of the Goods or Services is enjoined, Supplier must, at its own expense and at WMF’s sole option, (i) replace the Goods or Services with non-infringing goods or services, (ii) modify the infringing Goods or Services so the infringement is removed, or (iii) refund the purchase price of the infringing Goods or Services.
3. Throughout its performance under this PO, Supplier agrees to maintain policies of insurance that include, but are not limited to, general commercial liability insurance covering its performance under this PO with a limit of at least $1,000,000 per occurrence, worker’s compensation insurance sufficient to comply with applicable law, and automobile insurance with bodily injury and property damage combined single limited of at least $1,000,000.
6. OWNERSHIP:
1. Supplier must promptly disclose and assign to WMF all intellectual property generated, conceived or developed under this PO, including but not limited to: proprietary information, inventions conceived or reduced to practice as a result of this PO, and any resulting patents. Any works of authorship in any form of expression, including, but not limited to, manuals and software developed under this PO, are works for hire and belong exclusively to WMF, if, by operation of law, the ownership of works for hire does not automatically vest in WMF, Supplier hereby assigns and agrees to assign ownership to WMF. Supplier will provide reasonable assistance to WMF to secure intellectual property protection, including, but not limited to, assistance in the preparation and filing of any patent applications, copyright registrations, and the execution of all applications, assignments or other instruments for perfection or protection of title. Supplier will pay its employees any compensation due in connection with the assignment of any intellectual property or invention. Supplier warrants to WMF that Supplier’s employees are subject to agreements that will secure WMF’s rights under this section.
2. For intellectual property, including software, provided under this PO, but not owned by WMF under Section 6 a), Supplier grants to WMF a fully paid-up, worldwide, perpetual license to install, execute, use, copy, test, display, perform and distribute such intellectual property for WMF’s business purposes, including the provision of managed services, webhosting services and application service provider and application infrastructure provider services.
7. TERMINATION: WMF may at any time terminate for convenience further performance of all or part of this PO by giving written notice to Supplier. If Supplier, for any reason, fails to ship or deliver Goods or perform Services within the times specified in this PO, WMF may, without liability (except for Goods or Services previously delivered and accepted), terminate this PO in whole or in part, by written notice to Supplier, and Supplier will be liable to WMF for damages that WMF incurs due to non-performance, including the excess cost for substitute Goods or Services.
8. LIMITATION OF WILLERDING’S LIABILITY: WMF will not be liable for special, indirect, consequential (including, but not limited to, lost profits), special, exemplary or punitive damages arising out of or relating to this PO. WMF’s liability for any claim of any kind arising out of or relating to this PO will not exceed the price of the Goods or Services giving rise to the claim.
9. CHOICE OF LAW: This PO and the rights and obligations of the parties are governed by the laws of the State of Missouri (USA) without regard to its conflict of laws provisions, but this PO and the rights and obligations of the parties will not be governed or interpreted in any way by referring to (I) any law based upon or similar to the Uniform Computer Information Transactions Act (UCITA) or (H) the United Nations Convention on Contracts for the International Sale of Goods (UNCISG).
10. WAIVER OF JURY TRIAL; VENUE:
1. Each party waives its right to a jury trial in any court action arising among the parties, whether under this agreement or otherwise related to this agreement, and whether made by claim, counterclaim, third party claim or otherwise.
2. Except to the extent necessary for WMF to enforce indemnity or defense obligations under this Agreement, any court proceeding brought by either party must be brought, as appropriate, in state court located in St. Charles County, Missouri, or in the United States District Court for the Eastern District of Missouri in St. Louis, Missouri. Each party agrees to personal jurisdiction in either court. The prevailing party in any formal dispute will be entitled to reasonable attorney’s fees and costs, including reasonable expert fees and costs.
11. COMPLIANCE WITH LAWS: Supplier will comply with all applicable laws and regulations. Supplier will take all precautions to prevent injury to persons or property damage and adhere to WMF’s security procedures
12. GENERAL: (a) Supplier will not, without WMF’s prior written consent, make any news release, public announcement, denial or confirmation of this PO, its value, or its terms. Nothing in this PO grants Supplier the right to use any trademarks, service marks, tradenames or logos proprietary to WMF. If Supplier is granted a right to use WMF marks, Supplier will do so only in strict compliance with WMF’s guidelines. (b) No change, amendment or modification of this PO will be effective unless in writing and signed by authorized representatives of WMF and Supplier. (c) Supplier will not, without WMF’s prior written consent, assign all or any part of this PO. (d) Failure by WMF to insist upon strict performance by Supplier of any of its obligations under this PO will not waive any subsequent or other default or failure to perform by Supplier. (e) WMF’s rights and remedies in law or equity are cumulative and may be exercised concurrently or separately. (f) The invalidity, in whole or in party, of any provision of this PO will not affect the validity of any other provision. (g) Time is of the essence in Supplier’s performance. (h) Supplier is an independent contractor and not an agent or employee of WMF or any of WMF’s affiliates. Supplier is solely responsible for paying wages, salaries, fringe benefits and any other compensation to or claims by Supplier’s employees. (i) Supplier will not subcontract any portion of this PO without WMF’s prior written consent. (j) WMF has the right to offset any amount owed by Supplier to WMF against any amount owed by WMF to Supplier under this PO. (k) Supplier must provide product change notices to WMF. All documents related to this order must be sent to WMF at Procurement Dept., 1270 West Terra Lane, O Fallon, Missouri (USA) 63366 or faxed to 636-272-2368.
13. ENTIRE AGREEMENT; CONFLICTS: This PO and any attachment constitute the entire agreement between the parties as to Goods or Services and supersede all previous representations, statements, negotiations, commitments and writings relating to the Goods and Services. If there is a conflict between this PO and any other document related to the Goods or Services, the terms of the documents will control in the following order: (a) master or other written agreement between WMF and Supplier signed by an authorized representative of WMF; (b) printed PO terms; (c) supplemental terms set forth on the front and (d) other documents incorporated into this PO by reference.