Terms And Conditions

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Purchase Order Terms and Conditions

1. Acceptance of Order: This purchase order constitutes an offer by AIM Inc ("Buyer") to purchase the goods or services described herein. Seller’s acceptance of this purchase order is expressly limited to the terms and conditions stated herein. Any additional or different terms proposed by Seller are hereby objected to and rejected unless expressly agreed to in writing by Buyer.

2. Delivery: Delivery shall be made in accordance with the delivery schedule specified in this purchase order. Time is of the essence with respect to Seller’s performance under this purchase order. Seller shall promptly notify Buyer if it anticipates any delay in delivery. Buyer reserves the right to cancel this purchase order or any part thereof without liability if Seller fails to deliver within the specified time.

3. Packaging and Shipping: All goods shall be suitably packed, marked, and shipped in accordance with Buyer’s instructions and industry standards to prevent damage or deterioration in transit. Seller shall bear all costs of packaging, shipping, and insurance unless otherwise agreed in writing.

4. Quality and Inspection: All goods shall conform strictly to the specifications, drawings, samples, or other descriptions furnished or specified by Buyer. Buyer reserves the right to inspect and test the goods upon receipt. Defective goods may be returned to Seller at Seller’s expense.

5. Warranties: Seller warrants that all goods provided under this purchase order shall (a) be free from defects in materials and workmanship; (b) conform to all applicable specifications, drawings, and descriptions; (c) be merchantable and fit for the particular purpose intended. Seller’s warranties shall survive acceptance of the goods by Buyer.

6. Changes: Buyer may at any time, by written change order, make changes within the general scope of this purchase order in any one or more of the following: (a) drawings, designs, or specifications; (b) method of shipment or packing; (c) place of delivery; and (d) time of delivery. If any such change causes an increase or decrease in the cost of, or the time required for, performance of this purchase order, an equitable adjustment shall be made in the purchase order price or delivery schedule, or both, as agreed upon by the parties.

7. Termination for Convenience: Buyer may, at its option, terminate this purchase order, in whole or in part, at any time for its convenience. In such event, Seller shall be compensated for goods delivered and accepted and for reasonable termination expenses.

8. Indemnification: Seller agrees to indemnify, defend, and hold harmless Buyer, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any breach of these terms by Seller, or any act or omission of Seller or its employees, subcontractors, or agents.

9. Compliance with Laws: Seller shall comply with all applicable federal, state, and local laws, regulations, and ordinances in performing its obligations under this purchase order.

10. Confidentiality: Seller shall keep confidential all information provided by Buyer and shall not disclose such information to any third party without Buyer’s prior written consent.

11. Governing Law and Jurisdiction: This purchase order shall be governed by and construed in accordance with the laws of Maryland, United States of America, without regard to its conflict of laws principles. Any dispute arising under or related to this purchase order shall be subject to the exclusive jurisdiction of the courts located in Baltimore County, Maryland, USA.

12. Entire Agreement: This purchase order, together with any attachments or exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

13. Assignment: Seller shall not assign its rights or delegate its obligations under this purchase order without the prior written consent of Buyer.

14. Severability: If any provision of this purchase order is held to be invalid, illegal, or unenforceable under any applicable law, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the provision shall be deemed deleted, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

15. Waiver: The failure of either party to enforce any provision of this purchase order shall not constitute a waiver of such provision or any other provision.