1. Terms. Acceptance by Seller of this Purchase Order or commencing performance therewith, including the shipment of any goods and services ordered under this Purchase Order by Buyer, shall be deemed an unconditional and complete acceptance by Seller of this Purchase Order, including the terms and conditions herein and any specifications, drawings or descriptions contained or referred to herein or in the invitation to bid. This Purchase Order (including such quantities, specifications, drawings, and descriptions contained on the face of this Purchase Order or referred to herein or in the invitation to bid), and all express and implied warranties, constitutes the entire agreement between Seller and Buyer in connection with the purchased goods and services, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter. All purchases by Buyer are expressly limited by and conditioned upon Seller’s assent to this Purchase Order, and Buyer’s failure to object to any other term or condition, and/or Buyer’s acceptance of any goods or services, shall not be deemed acceptance of Seller’s terms or conditions. This Purchase Order does not constitute an acceptance by Buyer of any counteroffer of Seller. Reference herein to any such counteroffer, whether via alternative agreement, click-through or shrink-wrap agreement, quotation and/or proposal, is expressly rejected by Buyer and shall in no way constitute a modification of any of the terms of this Purchase Order. An attempted acknowledgement of this Purchase Order constitutes a counteroffer by Seller to Buyer whether or not such terms “materially alter” this Purchase Order, and such counteroffer not binding upon Buyer unless specifically accepted by Buyer in writing.
2. Warranties and Representations. Seller expressly warrants, represents, and guarantees to Buyer that all ordered goods and services will conform to the specifications, drawings, samples or other descriptions furnished or specified by Buyer for such goods or services, and will be merchantable, of good materials and workmanship, free from defect. The warranty shall continue to the maximum extent allowed by applicable law. Seller further acknowledges that Seller knows Buyer’s intended use of such goods and services, and Seller warrants, represents, and guarantees that such goods and services were selected, designed, manufactured, and assembled by Seller based upon Buyer’s intended use and will be fit and sufficient for the particular purposes intended by Buyer and be free and clear of all liens, security interests, or other encumbrances. Seller expressly warrants, represents and guarantees that Seller is in compliance and the goods and services will comply with and conform to all requirements of all applicable federal, state and local safety standards and other laws, rules, regulations and ordinances, the U.S. Foreign Corrupt Practices Act, and Buyer’s established Cavco Code of Conduct. In addition, Seller hereby incorporates by reference and passes on to Buyer the benefits of any and all warranties given to Seller by persons from whom Seller purchased any of the materials. All warranties are cumulative and in addition to any other warranty provided by law or equity. Upon request, Seller will provide Buyer a written certification of its compliance with the foregoing requirements. If the transactions contemplated by this Purchase Order require the approval of any government authority, Seller shall obtain such approval and provide Buyer with sufficient proof of such approval upon request. During the period that is the greater of: (i) one (1) year following the expiration of applicable warranties or, (ii) the period specified by applicable law, Seller will service and sell replacement parts and services for the goods and services purchased under this Purchase Order. If requested by Buyer, Seller will enter into a separate agreement for the administration and processing of warranty charge backs for nonconforming goods.
3. Indemnification and Liability. Seller shall indemnify, defend and hold Buyer, its affiliates, and its and their respective officers, directors, employees, agents, successors, assigns, customers and end users of its goods and services harmless from and against any and all actual or alleged expenses, suits, claims, demands, losses, or liabilities of any kind whatsoever (including attorneys’ fees and expenses) arising out of or relating to: (i) any breach by Seller of any of the terms or conditions of this Purchase Order, including, without limitation, the warranties contained in Paragraph 2, (ii) any goods or services that are determined by a governmental agency or court not to conform to applicable safety standards or contain a defect which relates to safety or are required to be repurchased, replaced, adjusted, modified or otherwise serviced by Buyer or one of its dealers by reason of any federal, state of local laws, rules, regulations or orders, (iii) the acts, errors or omissions of the Seller or Seller’s employees, contractors, or agents, or (iv) claims of infringement or misappropriation of any patent, trademark, trade name, or copyright or violation of applicable by reason of the use or sale of the purchased goods or services. Buyer shall inform Seller of any claim, demand or suit asserted or instituted against it and to the extent of Buyer’s ability to do so, permit Seller to defend the same or make settlement in respect thereof, provided that Seller shall not enter into any settlement of third-party claims without Buyer’s prior written consent. IN NO EVENT SHALL BUYER OR ITS AFFILIATES BE LIABLE TO SELLER FOR ANY PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, ANTICIPATED OR LOST PROFITS, INCIDENTAL DAMAGES, LOSS OF TIME, OR OTHER INDIRECT LOSSES OR EXPENSES THAT ARISE FROM ANY CAUSE RELATING TO THE GOODS OR SERVICES PURCHASED HEREUNDER, REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF WHETHER BUYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CONSEQUENTIAL DAMAGES.
4. Acceptance and Rejection. Seller acknowledges that Buyer may not perform incoming inspections, tests, and/or audits of the goods and services and waives any right to require such inspections. Seller shall fully cooperate and provide, without cost, all reasonable assistance required for any audits, inspections, or tests to be conducted by Buyer. Buyer reserves for itself the following rights, without prejudice of any other rights it may have hereunder, under law or otherwise: (i) to reject anything goods or services furnished hereunder that do not meet Buyer’s requirements with respect to conformity to description/specifications, quality, workmanship, condition, quantity, or time and place of delivery, (ii) to accept without prejudice any part of a shipment of goods or services that are acceptable and to reject the remaining portion, (iii) to hold, store, or return, in each case at the expense of Seller, any goods or services rejected for such causes, (iv) to require Seller to immediately replace and deliver any goods or services rejected without any increase in the purchase price, and Seller shall pay all costs and expenses associated with replacement shipment(s), and (v) to require Seller to immediately correct or replace any goods or services rejected hereunder without any increase in the purchase price. These rights, whether exercised or not, shall not affect Buyer’s right to revoke acceptance or pursue other remedies if defects or nonconformities are discovered at a later date notwithstanding that any defect or nonconformity could have been discovered upon audit, test or inspection. Payment for any non-conforming goods or services shall not constitute acceptance, or limit or impair Buyer’s right to assert any legal or equitable remedy in connection therewith. Buyer shall not be required to purchase any goods or services in excess of the amount set forth on the Purchase Order, and any additional amounts provided by Seller shall be held by Buyer on consignment and may either be rejected or purchased by Buyer when used pursuant to the terms set forth in this Purchase Order. Buyer may make changes in drawings or specifications as to any ordered goods or services, and any difference in price or time of performance due to such changes shall be equitably adjusted in writing accordingly by the Buyer and Seller. Buyer may change the quantity of ordered goods or services or the delivery schedule of such goods or services, neither of which shall entitle Seller to a modification of the purchase price for such goods or services. No substitutions, changes or deviations to this Purchase Order shall be initiated by Seller, including changes in design, material specification, schedule or costs, unless Buyer has both validated the goods or services after such proposed changes have been implemented and given Seller written approval to begin providing such goods or services to Buyer on an ongoing basis.
5. Shipping and Billing. The purchase price specified in this Purchase Oder shall be exclusive of any other charge to Buyer, except as otherwise agreed to in writing by Buyer. Unless otherwise agreed in writing, the contract price includes all applicable federal, state, and local taxes, tariffs, import duties, commissions, or other charges. Time shall be of the essence with respect to any delivery or scheduling. Time of shipment and routing instructions specified by Buyer must be strictly adhered to, and Seller agrees to pay any added costs or expenses due to any delays. In the event Seller anticipates, learns of, or is advised of a delay of any kind, including, but not limited to, a local, state, or federal order or directive, or a critical shortage of labor or availability of materials, tools, or equipment, that affects the timeline and/or completion, Seller will immediately notify Buyer and will cooperate with Buyer to seek local, state or federal governmental assistance to support the continuance of and mitigate the impacts of any delays that are beyond Seller’s reasonable control. If Seller fails to meet the delivery or scheduling requirements set forth in this Purchase Order, and a more expeditious method of transportation for the goods or services exists, Seller shall use the more expeditious method of transportation at Seller’s own expense. If delivery is not made at the time specified, Buyer may immediately cancel this Purchase Order in whole or in part. All shipments shall be at the risk of Seller until delivery at the premises as specified by Buyer. Seller shall be liable for any damages arising during shipment, whether detectable upon delivery and inspection or latent in nature.
6. Offset. In addition to any right of setoff or recoupment provided by law, Buyer shall be entitled to set off any amount owing at any time from Seller ( or any of Seller’s affiliates) to Buyer (or any of Buyer’s affiliates) against any amount payable at any time by Buyer (or any of Buyer’s affiliates) to Seller (or Seller’s affiliates).
7. Insurance. Seller shall maintain the following insurance coverage with carriers acceptable to Buyer; (i) workers compensation, statutory limits for the state in which the contract is to be performed; (ii) employer’s liability (including bodily injury), $500,000 each occurrence; (iii) commercial general liability (premises, operations, independent contractors, products, personal/business injury), $1,000,000 each occurrence; (iv) automobile liability (owned, non-owned and hired vehicles), $1,000,000 each occurrence. A Certificate of Insurance indicating such coverage will be delivered to Buyer upon request. The Certificate will (i) indicate that the policy will not change or terminate without at least thirty (30) days prior written notice to Buyer, (ii) name the Buyer as an additional named insured, and (iii) indicate that the insurer waives its subrogation rights against Buyer.
8. Termination. Buyer may terminate all or any part of a Purchase Order at any time in its sole discretion for convenience by providing notice to Seller. In the event of such termination by Buyer for convenience, Seller’s compensation shall be limited solely to actual, documented, and reasonable costs that Seller incurred up to its receipt of Buyer’s notice of termination; provided that, Seller shall take reasonable steps to mitigate such costs by returning materials and components to its Sellers and repurposing materials and components for other customer orders or for internal purposes. Further, Buyer may immediately terminate this Purchase Order for cause and without further liability if: (i) Seller ceases to conduct its operations in the normal course of business; (ii) any proceeding under the bankruptcy laws is brought by or against the Seller; (iii) a receiver is appointed or applied for on behalf of Seller; (iv) an assignment for the benefit of creditors is made by Seller; or (v) Seller breaches any of the terms of this Purchase Order. In the event Buyer terminates this Purchase Order in whole or in part for cause, Buyer may procure, upon such terms and in such a manner as Buyer deems appropriate, goods or services similar to the goods or services so cancelled, and Seller shall be liable to Buyer for any excess cost for such similar goods or services. Any such termination shall not affect goods or services previously delivered pursuant to the terms of this Purchase Order.
9. Confidentiality. Disclosure by Seller to others of information concerning this Purchase Order, Seller’s business, or the goods or services to be provided and performed hereunder may result in the disclosure of information which Buyer considers to be proprietary or confidential and shall be used solely for performing this Purchase Order. Seller shall not, without the advance written consent of Buyer, publish or otherwise disclose to others (including Buyer’s customers, unless and to the extent otherwise directed in writing by Buyer), any information concerning this Purchase Order, including the fact of its existence, the terms thereof, prices, quantities, specifications, time of delivery or any other matter whatsoever relating to Seller’s business or operations. Seller also shall not, without the advance written consent of Buyer, publish or otherwise disclose to others any information concerning Buyer or use any trademarks, trade names, or Buyer’s business name in Seller’s advertising or promotional materials. Upon Buyer’s request, Seller shall promptly return all documents and other materials received from Buyer. Buyer shall be entitled to injunctive relief without bond for any violation of this Section. Any confidentiality or non-disclosure agreement that has been entered into between the parties is hereby expressly incorporated into this Purchase Order.
10. Intellectual Property Rights. All intellectual property rights arising out of or relating to the performance of Seller’s obligations under this Purchase Order shall belong exclusively to the Buyer, and the Seller agrees to assign and hereby assigns to Buyer all right, title and interest in and to such intellectual property rights, without further consideration, and free from any claim or rights of retention on the part of Seller, including all author’s rights, the right to prepare, reproduce and distribute copies, compilations, and derivative works, all rights to causes of action or remedies related thereto, and all causes of action heretofore accrued in Seller’s favor for infringement of such intellectual property rights, and the right to assign or license such intellectual property rights.
11. Miscellaneous. This Purchase Order: (i) shall be construed according to and governed by the laws of the state of Arizona; and (ii) is not assignable or transferrable by Seller. Any purported assignment or delegation in violation of this Section shall be null and void. No waiver of a breach of any provision of this Purchase Order shall; (i) be valid unless in writing signed by the waiving party; or (ii) constitute a waiver of any other breach or provision hereof. Information provided by Seller to Buyer in connection with this Purchase Order shall not be deemed confidential or proprietary unless otherwise agreed to by the parties in writing. The remedies provided in this Purchase Order shall be cumulative and additional to any other or further remedies provided at law, in equity, or otherwise.

Version Dated October 14, 2021