1. APPLICABLE CONTRACT PROVISIONS:
a. Fibre Alternatives LLC. or any of its subsidiaries or affiliates (collectively “Buyer”) has previously communicated to you an offer to purchase a quantity of products or services (the “Materials”) at a defined price (“the Order”). The Order, which may be an oral communication or a written or electronic document, may have also included particular shipping instructions and/or other specifications required by Buyer for the products or services. These terms and conditions, together with the aforementioned Order, constitute an offer by Buyer to purchase from you (“Seller”) the described Materials pursuant to the terms and conditions described herein. This offer is not an acceptance or a confirmation of any previous offer or proposal from Seller, and this offer shall be deemed to be a rejection and counteroffer with respect to any previous offer or proposal from Seller. Acceptance of any shipment of the Materials shall not be construed as an acceptance of any such previous offer or proposal or an acceptance of any different or additional terms proposed by Seller. b. This offer shall become an “Agreement” upon acceptance by you. You shall be deemed to have accepted this offer by your commencement of production of the Materials for Buyer, by delivery of the Materials to Buyer, by your written acceptance or confirmation of this Agreement, or by any other act or communication constituting legal acceptance, whether or not any such acceptance or confirmation purports to state terms additional to or different from those stated herein. Buyer hereby expressly objects to and rejects any such additional or different provisions, and none of such provisions shall be deemed to be a part of the contract between the parties unless specifically agreed to in writing by Buyer.
2. SALE OF MATERIALS:
a. Seller agrees to sell, transfer and deliver the Materials to Buyer for the purchase price set forth in the Order, subject to all of the covenants, terms and conditions hereof. b. Buyer agrees to purchase the Materials, subject to all of the covenants, terms and conditions hereof, and to pay Seller the purchase price set forth in the Order. Typographical and other clerical errors in any prices are subject to correction. Buyer shall have the right to cancel any future delivery of any Materials upon notice to Seller. c. Seller agrees to obtain from Buyer a purchase order number for any and all orders of goods. Seller further agrees it will clearly reference the purchase order number on the applicable invoice(s). Seller acknowledges that invoices submitted to Buyer that do not clearly reference Buyer's corresponding purchase order number may be considered invalid by Buyer and may result in delayed payment. Seller further agrees that it will take no adverse action against Buyer for any invoices not paid resulting from Seller's failure to obtain purchase order numbers and clearly reference on the applicable invoice(s).
3. PURCHASE PRICE AND TERMS OF PAYMENT:
a. Materials shipped against this Agreement shall be invoiced at the price set forth in the Order. Unless otherwise agreed to, payment of the purchase price shall be due sixty-days after the later of Buyer’s receipt of Seller’s invoice for such shipment or the date on which the Materials are received by Buyer.