Purchase Order Terms and Conditions

       I.         DEFINITIONS

“Purchaser” means ASK Consulting Group LLC and/or its assigns. And, in the event ASK Consulting Group LLC is purchasing on behalf of a third party in a bailment or consignment relationship, Purchaser shall include such third party.

ASK Consulting Group LLC “Seller” means the person or entity that receives a Purchase Order.

“Goods” means the goods ordered by Purchaser or delivered by Seller to Purchaser under this Purchase Order.

“Purchase Order” means the purchase order accompanying these terms and conditions that Purchaser placed to order goods described therein from Seller that agrees to pay the sale price subject to these terms and conditions. A Purchase Order sent by electronic mail shall be considered to have been executed on its face by the sender.

     II.         ORDER ACCEPTANCE: Acknowledgement of receipt of Purchase Order in writing or electronic mail, or the shipment of Goods or performance of services against it, shall constitute acceptance of these terms and conditions. Such acknowledgement, shipment or performance of Purchase Order shall be deemed to be unqualified, unconditional, and subject to and expressly limited to these terms and conditions. Purchaser shall not be bound by additional provisions or provisions that vary from those herein, unless such provisions are expressly agreed to in writing signed by Purchaser. Acceptance and payment for Goods shipped and/or services rendered shall constitute acceptance of such Goods or services subject to the provisions herein only, and shall not constitute acceptance of any counter- proposal submitted by Seller not otherwise accepted in a writing signed by Purchaser.

    III.         PAYMENT: Unless otherwise stated on the face of the Purchase Order, payment of Goods shall be due three business (3) days after the later of:

(a) receipt of an appropriate invoice from Seller or (b) receipt of the corresponding Goods.

    IV.         SHIPPING: Unless otherwise stated on the Purchase Order, Seller shall be responsible for paying shipping costs and for making shipping arrangements for delivery to the destination address indicated on the Purchase Order.

     V.         ACCEPTANCE; INSPECTION: Final inspection of PPE delivered shall be made at the shipping destination unless otherwise specified in writing signed by both parties. Purchaser shall either accept or reject PPE within two (2) Business Day after the PPE arrive at the shipping destination. Any non- conformity in any PPE shall be deemed to substantially impair the value of the Agreement to Purchaser and shall entitle Purchaser to reject such PPE or to revoke its acceptance and the Seller shall return the proportional amount of the Deposit to the Purchaser within three (3) Business Days after receipt by the Seller of written notification notifying the Seller of the rejection. At Purchaser's option, Purchaser may return non- conforming PPE to Seller, freight collect.

If Purchaser elects to return such non- conforming PPE, such non-conforming PPE shall be the property of the Seller and the Purchaser shall have all remedies at law, in equity or by statute and the proportional amount of the Deposit shall be returned to the Purchaser.

    VI.         NON-CONFORMING GOODS: At Seller’s expense, Purchase may, in whole or part, reject, repair or return any Goods that are defective or otherwise not in conformance with the requirements of the Purchase Order or the Seller’s warranties (“Non-confirming Goods”). Payment shall not be deemed an acceptance or waiver by Purchaser of its rights with respect to Non-conforming Goods, whether known before or after payment. If Purchaser deems Goods to be Non-confirming Goods, Purchaser may at its election: (a) return any Non-conforming Goods for repair or replacement at Seller’s expense; (b) repair the Non-conforming Goods and recover reasonable expenses of repair from Seller; or (c) seek to negotiate with Seller a mutually acceptable off-set or discount during which the time provided in Section IV for inspection shall be tolled. All Non-conforming Goods returned to Seller, and all replacement or repaired Goods or parts provided by Seller as a result of Non- conforming Goods, will be at Seller’s risk and expense, including transportation charges (round trip charges for replacement or repaired Goods). Acceptance of any part of the Goods shall not require Purchaser to accept future shipments, nor shall it deprive Purchaser of its rights with respect to Goods, Non-conforming Goods already accepted, or to make any claim for damages. The rights and remedies set forth in this Section V shall not be exclusive and nothing herein limits Purchaser’s rights and remedies under this Purchase Order.

  VII.         INVOICES: Seller shall render a separate invoice for Goods and/or services covered by this Purchase Order. Each such invoice shall show this Purchase Order number on the face thereof and shall list the serial numbers of Goods bearing such. Payment owed against invoices may be withheld for any invoice that does not include such a list of serial numbers.

 VIII.         RISK OF LOSS: Delivery to the carrier, whether designated by the Purchaser or not, shall not be considered delivery to Purchaser, and delivery by the carrier to Purchaser shall not be considered acceptance of any damaged, defective or otherwise unsatisfactory Goods. Without regard to the passage of title therein, Goods shipped pursuant to a Purchase Order shall remain at the risk of Seller until the same are in fact received and accepted by Purchaser at the destination indicated on the Purchase Order.

    IX.         TITLE: Title to Goods shall pass to Purchaser on the sooner of: (a) delivery to the address indicated for shipment or (b) when satisfied by payment in full. Title to rejected Goods and Non-conforming Goods to be returned shall revert back to Seller.

     X.         LAWS AND REGULATIONS: Purchaser and Seller shall comply with all federal, state, local and foreign laws, regulations and ordinances applicable to the sale and delivery of the Goods and/or services covered by this Purchase Order.

    XI.         WARRANTIES: Seller warrants that all Goods shall be free from any lien or other claim or encumbrance. Seller warrants that the Goods covered by this Purchase Order will comply with the specifications and descriptions furnished by Purchaser and that such Goods will be merchantable, of good material and workmanship, free from defect, fit for the particular purpose or purposes for which it is to be used and do not infringe on any intellectual property right. Unless otherwise expressly agreed to, Seller warrants that Goods are free from any personally identifiable or otherwise protected information or data. Goods ordered by Purchaser shall be in acceptable condition, shall operate satisfactorily for a reasonable period of time under normal usage, conform to all applicable Federal and State occupational health and safety standards and, unless otherwise stated on the Purchase Order, shall be ‘tested and working’ – as that term is used in Purchaser’s industry. All manufacturer warranties shall insure to the benefit of Purchaser.

   XII.         TAXES: Purchaser is acquiring the Goods herein for the purpose of resale or lease. Purchaser will not be responsible for payment of any taxes imposed upon Seller by taxing authorities by reason of the sale and delivery of the goods other than sales tax that Seller is required by law to collect from Purchaser in the even that Purchaser fails to provide Seller a Sales Tax Exemption Certificate within thirty (30) days after Sellers written request.

 XIII.         ASSIGNMENT: Purchaser, in its sole discretion, may assign any right or delegate any duty that arises from the Purchase Order, these terms and conditions or from the Goods herein.

 XIV.         INDEMNITY: Seller shall defend, indemnify and hold harmless Purchase from and against, and reimburse them for, any loss, damage, liability, cost or expense (including reasonable attorney’s fees and legal expenses) relating to the death of or injury to any person whomsoever (including any employee of Purchaser) or to the loss of or damage to any property whatsoever (including any property owned or used by Purchaser) arising directly or indirectly from or in connection with any defect in or breach of warranty with respect to Goods covered herein. Seller further agrees to release, and does hereby release, Purchaser from, and does hereby waive any right to claim to ask for, any damages or reimbursement for or on account of any loss or damage to any property of Seller arising directly or indirectly from or in connection with any work performed or to be performed hereunder.

  XV.         INTERPRETATION: Section headings used in these terms and conditions are for convenience of reference only and are not otherwise a part hereof. Where the singular form of a word is used it shall be read to include the plural and vice versa. Where the masculine form of a word is used it shall be read to include the feminine and vice versa.