Terms and Conditions
for AJA Purchase Orders

These terms and conditions apply to Purchase Orders issued by AJA to a seller or service provider (“Vendor”). They supersede any additional or conflicting terms contained in Vendor's acknowledgment, confirmation, invoice or other documents, and no course of dealing, usage of trade, or course of performance will be deemed to modify these terms and conditions. If AJA and Vendor have entered a separate agreement that applies to AJA’s purchases from Vendor, these terms and conditions do not supersede or modify the separate agreement.

Vendor represents and covenants that the goods and services supplied (and their manufacture, packaging, storage, handling, transportation, delivery and performance) will comply with all applicable laws and regulations; will conform to the specifications, drawings, samples or other descriptions provided or approved by AJA; will be merchantable, of good material and workmanship and free from defects (and, as to services, will be provided in a professional and workmanlike manner); and if ordered for a specific purpose, will be fit for their intended purpose. These warranties are in addition to those implied by or available at law to AJA and apply notwithstanding AJA’s acceptance and/or inspection of all or part of the goods and services supplied.

Time is of the essence in fulfilling the Purchase Order. Shipment and delivery will be made in accordance with the Purchase Order. AJA may, at its option, and without limitation of its other rights, cancel any unfilled part of the Purchase Order if complete, conforming delivery is not made within the times specified. AJA is not required to accept partial or incomplete delivery. Acceptance of any part of the Purchase Order will not obligate AJA to accept any future shipments.

AJA will have a reasonable period of time after delivery or performance to inspect and accept the goods and services. The receipt or inspection of goods and services, or any payment for them, will not constitute acceptance and will not limit AJA’s right to (i) reject nonconforming goods or services, (ii) recover damages and/or (iii) exercise any other remedies to which AJA is entitled at law or in equity. Rejected goods may be returned to Vendor or otherwise disposed of at Vendor’s cost and expense.

Without limiting any right or remedy, AJA reserves the right to charge Vendor for any loss, expense (including reasonable attorneys’ fees) or damage sustained because of Vendor’s failure to deliver conforming goods and services, or other breach of the Purchase Order, including without limitation labor and other costs incurred by AJA for transportation, removal, disassembly, failure analysis, fault isolation, or other corrective actions and any other incidental or consequential damages resulting from Vendor’s failure or breach.

Price and delivery terms are as stated on the Purchase Order. Unless otherwise provided there, the price includes (i) all costs to meet the Purchase Order, (ii) any applicable taxes, including sales, use, value-added, excise and other taxes (subject to any tax exemption certificates provided by AJA), and (iii) any customs duties, fees, charges, or import fees imposed by any country, state or other political division on the sale of the goods and services covered by the Purchase Order.

AJA will not be liable to Vendor or any third party for any lost profits or incidental consequential damages. Further, AJA’s liability for any claim arising directly or indirectly under or in connection with the Purchase Order will not exceed the cost of the goods or services giving rise to the claim.

These terms and conditions will be construed and controlled by the laws of the State of California, without regarding to their conflict of laws principles. The parties disclaim application of the United Nations Convention on Contracts for the International Sale of Goods. The parties hereby expressly submit and consent to the exclusive jurisdiction of and venue in the federal and state courts located in Sacramento, California.