APPLICABILITY AND EXCLUSIVITY. The Purchase Order into which these Terms and Conditions of Purchase (these “Terms and Conditions”) are incorporated, whether by reference, attachment, or otherwise, together with these Terms and Conditions and any other documents incorporated herein or therein by reference (collectively, this “Purchase Order”), constitutes an offer by Wholesale Electric Supply Company of Houston, Inc. (“Wholesale Electric Company”) for the purchase of the goods, materials and/or equipment (the “Goods”), and/or services, maintenance and/or repairs (the “Services”) specified on the face of the Purchase Order from the party to whom the purchase order is addressed (the “Seller”) in accordance with and subject to these Terms and Conditions; together with the terms and conditions on the face of the Purchase Order
The Purchase Order is not binding on Wholesale Electric Supply until Seller accepts the Purchase Order in writing or starts to perform in accordance with the Purchase Order. Wholesale Electric Supply may withdraw the Purchase Order at any time without liability before it is accepted by Seller.
TITLE AND RISK OF LOSS.
Unless otherwise provided in the Purchase Order (a) title passes to Wholesale Electric Supply upon delivery of the Goods to the Delivery Location and (b) Seller bears all risk of loss or damage to the Goods until delivery of the Goods to the Delivery Location.
The price of the Goods and/or Services is the price stated in the Purchase Order (the “Price”). If no Price is included in the Purchase Order, the Price shall be the price set out in Seller’s published price list in force as of the date of the Purchase Order. Prices shown on the face of the Purchase Order shall remain firm through delivery unless otherwise agreed and indicated in the Purchase Oder. Unless otherwise specified in the Purchase Order, the Price includes all packaging, transportation costs to the Delivery Location, insurance, customs duties and fees and applicable taxes, including, but not limited to, all sales, use or excise taxes.
Subject to any discount terms, all invoices shall be payable net (a) within the time stated in the Purchase Order, or (b) provided that if the Purchase Order does not state such a payment time, within ninety (90) days from date that Wholesale Electric Supply receives the invoice.
Wholesale Electric Supply shall have the right to cancel all or any separable part of the Purchase Order by written notice. At the time of such cancellation, Seller shall discontinue all work pertaining thereto, place no additional orders, and cancel existing orders with its Suppliers on the best possible terms. Pending Wholesale Electric Supply’s instructions, Seller shall preserve and protect material on hand, work in progress, and completed work, both in its own and in its Supplier’s plants. Cancellation payment, if any, shall be mutually agreed to by Wholesale Electric Supply and Seller, based on that portion of the Purchase Order price as the work satisfactorily performed to the date of the cancellation bears to the entire work contracted for, less any sums of money paid to Seller. Seller shall not be entitled to any prospective profits or damages because of cancellation.
Any drawings furnished to Seller with or as a result of the Purchase Order will be treated as proprietary information. Drawings, data, designs, inventories, and other technical information supplied by Wholesale Electric Supply shall be held in confidence by Seller. Such information shall not be reproduced, used, or disclosed to others by Seller without Wholesale Electric Supply’s prior written consent, and shall be returned to Wholesale Electric Supply upon completion of Seller’s obligations under the Purchase Order or upon demand.