Turing Purchase Order Terms

1. Delivery of goods or services or commencement of work under the attached Purchase Order (the “PO”) constitutes acceptance of the PO and all of the terms and conditions stated in the PO and in these Purchase Order Terms (these “Terms”) by the seller (“Seller”) of goods and/or services to Turing Enterprises, Inc. (“Buyer”). The PO is not a “firm offer” under Section 2-205 of the Uniform Commercial Code or any similar regulation, and it can be revoked at any time prior to acceptance.
2. These PO Terms apply to the PO only in the absence of a master purchase agreement between Seller and Buyer which by its terms applies to the purchase described in the PO. To the extent such a master purchase agreement applies to the PO, it supersedes all conflicting provisions of these PO Terms.
3. Subject to the foregoing, the PO and these Terms are the final, complete and exclusive statement of the agreement between the parties and may not be modified without the written consent of both parties. Any references (in the PO or otherwise) in communications between the parties to Seller's proposal, quotation, invoice, or other standard business forms are only meant for Seller’s convenience to enable Seller’s administration. NEITHER THE PO NOR ANY PAYMENT BY BUYER CONSTITUTES AN ACCEPTANCE OF ANY TERMS SET FORTH IN ANY SUCH OTHER DOCUMENTS, WHICH BUYER SPECIFICALLY OBJECTS TO AND REJECTS.

1. In consideration of the full and compliant performance of the obligations by Seller and acceptance by Buyer under the PO and these Terms, Buyer will pay the applicable payable amount set out in the PO. Unless otherwise specified in the PO, Seller will invoice for payment upon completion of delivery under the PO. Payment terms are net 45 days from receipt of a correct, undisputed invoice unless indicated otherwise in the PO. Where any goods and/or services under the PO are disputed, Buyer may withhold disputed amounts until the dispute is resolved. Delay in receiving invoices or statements will be just cause for delaying payment. 
2. Deliveries of goods and performance of services shall be made both in the quantities, qualities, and at the times specified in the PO. Time is of the essence for Seller’s performance under the PO. If Seller anticipates a potential delivery delay, Seller will promptly give written notice to Buyer setting forth the reason and extent such delay. 

Buyer retains all right and title to all of its logos, drawings, designs, and other data, documents, and specifications furnished to Seller and all intellectual property rights therein (the “Materials”).  The Materials (and any copies or derivative work thereof) shall remain the property of Buyer, shall be treated as Buyer's confidential information (and not disclosed or transferred to any other entity without Buyer’s consent), shall be used by Seller only to complete the PO, and shall be returned to Buyer or deleted or destroyed upon completion or termination of the PO, when requested by Buyer, or when no longer required. Any copies thereof shall be made only with Buyer's written consent and shall be segregated and clearly identified as property of Buyer. Seller does not acquire any intellectual property rights in the Materials.

1. Seller represents and warrants that all goods (including packaging) provided under the PO shall: (i) fully and strictly conform to specifications and descriptions provided by Buyer; (ii) be free of defects in design, materials, workmanship and title; (iii) be of good quality, unused and suited for their purpose; (iv) be merchantable and fit for the general and particular purposes for which they are required; and (v) not, in whole or part, violate any right of any third party. 
2. Seller represents and warrants that all services delivered and work performed under the PO shall: (i) be performed in a competent and workmanlike manner in accordance with the level of professional care consistent with highly skilled, experienced professionals rendering similar services and (ii) comply with all applicable Buyer policies provided to Seller.
3. Without limiting the generality of the foregoing, Seller represents and warrants that all software included in the goods or services deliverable under the PO shall not: (i) contain any copy protection, automatic shutdown, lockout, "time bomb" or similar mechanisms that could interfere with Buyer’s exercise rights hereunder, (ii) contain any viruses, “trojan horses” or other harmful code; and (iii) be subject to any license or other terms that require that other software or documentation incorporating or used with such software be disclosed or distributed in source code form, be licensed for the purpose of making derivative works, or be redistributable at no charge. 
4. Seller further warrants that it and all goods and services delivered under the PO shall comply with, as applicable, all laws, regulations, government rules, permits, licenses, and binding industry standards (“Applicable Law”). 
5. Supplier further warrants that it, any entities under common control with it, and its financial institutions are not subject to sanctions or otherwise a prohibited or restricted party under any national or international authority, and that Seller’s performance of work and delivery of goods and/or services under the PO will comply with all Applicable Laws with respect to import, export, transport, or commerce. 
6. All goods received shall be subject to Buyer's inspection and acceptance or rejection. Payment under this PO at any shall not constitute an acceptance of any deliverable, nor will acceptance remove Seller's responsibility for latent defects or any other obligation of Seller under this PO. Title to any property transferred under the PO will transfer from Seller to Buyer upon Buyer’s acceptance.
7. At Buyer's option, any part of the goods, services, or work not complying with the requirements under the PO and these Terms can be held and returned at Seller's risk and expense, including transportation both ways, (i) subject to Buyer’s establishment of a new order and schedule, for prompt replacement or correction of defects or (ii) without limiting any other remedies hereunder, with a cancellation or refund of corresponding payment. Payment by Buyer shall not constitute acceptance of nonconforming material or work or waive any rights of Buyer hereunder.
8. If any specification or instruction supplied by Buyer, regardless of the form, appears to be in conflict with any other specifications or instructions, or otherwise appears insufficient or unclear, it shall be the duty of Seller to request clarification from Buyer, who shall reserve the right to determine conformity with the specifications or instructions.
9. In addition to any and all other remedies available to Buyer, Buyer shall be entitled to all proven incidental damages resulting from a breach by Seller of this PO, including, but not limited to, all expenses reasonably incurred in inspection, receipt, transportation, and care and custody of the goods or material rightfully rejected, any commercially reasonable charges, expenses, or commissions incurred in effecting cover, and any other reasonable expense incident to a delay or breach by Seller.
10. Seller agrees to defend, indemnify and hold harmless Buyer and its directors, officers, employees and agents from and against all claims, liabilities, lawsuits, expenses (including attorneys' fees and other defense costs), and penalties, including those based on Buyer's negligence, which arise, directly or indirectly, out of any of the following: (i) alleged defects in material, workmanship, or design of the material or work furnished hereunder; (ii) violations of Applicable Law; (iii) the infringement by material or work furnished hereunder of any patent, trademark or other intellectual property right; or (iv) the breach by Seller of any of its representations, warranties or covenants hereunder.

1. Buyer reserves the right to reasonably change or to suspend delivery schedules by providing notice to Seller.
2. Buyer may at any time by written notice make changes within the general scope of the PO by providing notice to Seller. If any such change affects the time for or cost of performance, an equitable adjustment shall be made in the delivery schedule, purchase price, or both by written agreement or change order negotiated in good faith by the parties. All claims by Seller for adjustment under this clause must be asserted in writing and in full within 30 days from the date of the change order or shall be waived.

1. Buyer can at any time terminate the PO, in whole or in part, by written notice, at any time prior to Buyer’s receipt of the applicable products, whereupon Seller shall terminate work pursuant to the terms of such notice. If Buyer so terminates for convenience, Buyer shall pay Seller the PO price of finished work and the cost to Seller (excluding profit or losses) of work in process.  The payment provided under this section shall constitute Buyer's only liability in the event Buyer terminates the PO. The foregoing provisions of this clause shall not apply to any termination by Buyer for default or breach of Seller or in the event of Seller’s insolvency or bankruptcy. To the extent the Purchase Order covers items normally carried in inventory by Seller (as distinguished from items specially made to Buyer's specifications), Buyer shall have no liability for any termination of the PO, in whole or in part, prior to actual shipment.  

1. In the absence of special packing requirements, all material shall be packed, marked, and shipped in accordance with requirements of common carriers. Packing slips shall accompany each shipment, and an original bill of lading or other shipping receipt shall be promptly forwarded by Seller to Buyer.  Invoices shall be rendered promptly to Buyer at its address as set forth in the PO or as otherwise specified by Buyer.

1. Unless otherwise specifically provided in the PO: (i) all material shall be packed, marked and shipped in accordance with requirements of common carriers; (ii) no additional charges shall be allowed, including without limitation fees or surcharges for permits, approvals, licenses, packing, storage, or shipping; (iii) prices cannot be increased, and (iv) Seller shall pay, and the price includes, all applicable sales, use, value-add, and similar type taxes.
2. The risk of loss for conforming goods shall be on Seller until the products are delivered to the destination(s) specified in the PO, regardless of whether Buyer or Seller is paying for the freight. The risk of loss for nonconforming goods shall be on Seller at all times.

1. Publicity. Seller shall not make or publish any notice, advertisement, press release, or other communication with respect to the PO, its contents, or the goods or services without Buyer’s prior written consent. Seller shall not use Buyer’s name or logo in any of its advertising, client list, or sales promotional material without Buyer’s prior written consent.
2. Severability. If any term, condition, or provision of the PO or these Terms are for any reason declared or found to be illegal, invalid, ineffective, inoperable, or otherwise unenforceable, it shall be severed and deemed to be deleted from the PO or these Terms, as applicable, and the validity and enforceability of the remainder of the PO or these Terms shall not be affected or impaired thereby the remaining terms shall remain in full force and effect.
3. No Waiver. Failure by either party at any time to enforce any provision of the PO or these Terms against the other shall not be construed as a waiver of such entitlement and shall not affect the validity of the PO or these Terms or any part or parts hereof or the right of the relevant party to enforce any provision in accordance with its terms. The rights and/or remedies of either party may only be waived by formal written waiver which is signed by a duly authorized representative of the party waiving its rights and which makes express and unequivocal reference to the waiver being made.
4. Insurance. All shipments shall be insured for full value of goods therein. This insurance shall include the full value of any materials furnished by Buyer whether or not these materials have been altered by Seller. Seller accepts full responsibility for financial reimbursement to Buyer for all materials, lost or damaged and not insured
5. Governing Law. The Purchase Order and the Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts-of-law principles.