The Seller agrees that if a Purchase Order is accepted by shipment of the goods or otherwise, the contract with respect to the goods covered by the Purchase Order shall consist in its entirety of the terms and conditions appearing on the Purchase Order and herein, excluding all usages of the trade and all terms and conditions of the Seller’s acceptance which are in conflict with the stated terms and conditions. No changes in or additions to this contract shall be of any effect unless contained in writing signed by the party claimed to be bound thereby and no changes or additions shall be effected by the receipt and filing by Lawson, without rejection, of any acknowledgement of order or other form of acceptance sent by the Seller containing conflicting or additional terms and conditions.

Deliveries are to be made to the point indicated on the Purchase Order. Lawson may, upon reasonable advance notice, temporarily postpone scheduled deliveries. If the Seller fails to deliver the goods covered by a Purchase Order at the time or times called for delivery, whether for causes beyond its control or otherwise, Lawson may, at its option, either cancel the delivery or require delivery as soon as Seller is able to deliver.

Acceptance of goods furnished pursuant to a Purchase Order shall be subject to inspection and approval by Lawson. Such inspection and approval shall be conclusive except for latent defects and fraud. The goods may be rejected by Lawson and returned for full credit or replacement at the Seller’s expense, at Lawson’s option, if found to be non-conforming or not as warranted. Goods which are rejected by Lawson shall be returned to the Seller at the Seller’s risk and expense and, while held by Lawson, shall be stored at the Seller’s risk and expense.

Payment shall be made in accordance with prices and terms stipulated unless exception is taken promptly by the Seller and agreed to in writing by Lawson.

The Seller warrants, in addition to any other express warranties, that it has good title, free of encumbrances, to the goods delivered pursuant to a Purchase Order, that they shall conform to the specifications and description appearing on the Purchase Order, and that they shall be new and in good working order, merchantable and free from defect in design, workmanship and material.

The Seller warrants that equipment purchased shall conform with all applicable standards in the country of delivery. All work performed under this order shall be in accordance with all applicable statutes and regulations. Seller assumes full responsibility for noncompliance on his part with any such laws and regulations.

The Seller warrants that the goods delivered pursuant to a Purchase Order does not infringe any patents, trademarks or copyrights, and agrees to indemnify and hold Lawson and its customers, direct and indirect, harmless against any cost, damages or expenses resulting from a breach of this warranty. In the event of any claim of infringement resulting from the purchase of the goods, Lawson may cancel any or all of the unfilled portion of this purchase order and may return to the Seller for full credit the unused portion of the goods delivered pursuant to it.

The Seller agrees to pay all taxes, duties and other governmental exactions imposed by law on or on account of the manufacture and/or sale and/or proceeds of sale of goods covered by a Purchase Order unless specifically imposed on Lawson by law.

The contract resulting from acceptance of a Purchase Order is to be construed, and its performance governed, by the laws of the country of delivery.

© Copyright 2009, Lawson Software. All rights reserved.