PURCHASE AGREEMENT
CITY OF PACIFICA – WASTEWATER DIVISION
PURCHASE ORDER
Seller (Vendor): Buyer:
Name Trojan Technologies Name: City of Pacifica
Address 3020 Gore Road Address: 540 Crespi Drive
City, State Zip: London, ON N5V4T7 CANADA City, State, ZIP: Pacifica, CA 94044 Attn: Heather Conine Maria P. Aguilar
Phone: (760) 648-3289 Fax: Phone: (415)336-4750 Fax: (650) 355-7256 E-mail: [email protected] Fed. Tax I.D.: E-mail: [email protected] Project Information (If Applicable): Ship To:
Charge to Calera Creek Water Recycling Plant
Acct#: 18.940741.52341.0000.000 – WWTP UV Supplies &
Services
700 Pacific Coast Highway
Pacifica, CA 94044
Order Date Ship Via Payment Terms
FY 2022-23 - Net 30 days of invoice Upon Receipt of
Equipment Delivery
Buyer and Seller agree as follows:
MATERIAL AND/OR EQUIPMENT TO BE PROVIDED: Vendor shall furnish the materials or equipment described below in strict compliance with the Quotation from Trojan Technologies dated 08-08-2022 (Attachment 1) at the price or prices set forth opposite each item and within the times stated below in accordance with the terms and provisions of this Purchase Agreement, including the attached Terms and Conditions, which are incorporated into and made a part of this Agreement:
Item
No.
Item Description Budget
Acct No.
Quantity
(Approximate)
Unit Price Extension Delivery
Date
1 Lamp Assembly 441169-024 18.940741.52341.0000.000 50 $ 553.00 $ 27,650.00 2 Ballast 490291 18.940741.52341.0000.000 20 $1,314.83 $ 26,296.60 3 Acticlean Gel 901507 18.940741.52341.0000.000 4 $ 213.95 $ 855.80 4 Wiper Seal Kit 445039 18.940741.52341.0000.000 40 $ 246.50 $ 9,860.00 5 Sleeve 441143-024 18,940741.52341.0000.000 18 $ 422.51 $ 7,605.18 6 Cylinder Kit 442645 18,940741.52341.0000.000 1 $1,549.76 $ 1,549.76 5 UV4 MCB Board Kit 18,940741.52341.0000.000 2 $6,181.50 $12,363.00 TOTAL
(Approx.)
$86,180.34
Sales Tax (9.375%): $ TBD
Shipping: $ TBD
P.O. Total: $ 100,000.00 (Not to Exceed)
PURCHASE AGREEMENT
Project Title: TROJAN TECHNOLOGIES – Trojan UV4000 Parts Supplies FY 2022-23
Special Terms and Conditions
Shipping: Show Purchase Order number on all packages and invoices.
All purchases are F.O.B Pacifica unless otherwise specified on Purchase Order.
Charges: All transportation charges must be prepaid and shown separately on all invoices.
City of Pacifica is exempt from Federal Excise Tax.
Purchase up to $10,000 (must be approved
by Department Head or authorized signator)
Approved: _______________________
Name: LISA PETERSEN
Title: Director of Public Works
Purchase between $10,000.01 and $25,000
(must be approved by the Assistant City
Manager)
Approved: _______________________
Name: YULIA CARTER
Title: Assistant City Manager
Purchase between $25,000.01 and $50,000
(must be approved by the City Manager)
Approved: _______________________
Name: KEVIN WOODHOUSE
City Manager
Purchase above $50,000
(must be approved by the City Council)
Date City Council Approved: _______________
Buyer: CITY OF PACIFICA
Authorized Signature: _______________________
Name: KEVIN WOODHOUSE
Title: City Manager
Vendor: TROJAN TECHNOLOGIES GROUP ULC
Authorized Signature:
Name:
Title:
If Seller is located in the City of Pacifica, does Seller have a current business license? Yes No
PURCHASE AGREEMENT
Project Title: TROJAN TECHNOLOGIES – Trojan UV4000 Parts Supplies FY 2022-23
PURCHASE ORDER TERMS AND CONDITIONS
DEFINITIONS: The term "Buyer" as used in this Purchase Order means the City of Pacifica, and the term "Seller" means the person, firm, or corporation from whom the material or equipment described in the purchase order is ordered.
ACCEPTANCE: The attached Acceptance Copy shall be signed and returned by the Seller within ten (10) calendar days after it is received by the Seller. The receipt by the Buyer of the signed Acceptance Copy or the initiation of performance under this Purchase Order by the Seller shall constitute acceptance of the Purchase Order by the Seller, including all of the terms and conditions herein. Acceptance is limited to the terms stated herein. Any additional or different terms and conditions proposed by the Seller are rejected unless expressly agreed to in writing by City Purchasing Agent or authorized agent.
COMPLETE AGREEMENT: This Purchase Order, including all applicable terms, conditions and specifications, shall constitute the sole and exclusive agreement between the parties. This Purchase Order supersedes all other writings and negotiations, written or oral. The City of Pacifica will not be responsible for goods delivered without a Purchase Order properly signed by the City Purchasing Agent or authorized agent. When this Purchase Order covers a purchase rendered over a stated period of time, Seller must obtain a new order upon expiration of the time period to authorize the purchase for an additional period of time.
DEFAULT: The Buyer may terminate the whole or any part of the purchase in any one of the following circumstances: (1) If the Seller fails to make delivery or fails to perform within the time specified herein or any extension thereof; or (2) If Seller delivers nonconforming goods; or (3) If Seller fails to perform in accordance with the material provisions of this agreement, or so fails to make progress as to endanger performance of this Purchase Order in accordance with its terms. In the event of any such failure Buyer will provide Seller with written notice of the default and Buyer's intention to terminate for default if Seller fails to cure the default to Buyer's satisfaction within seven (7) calendar days of Buyer' notice. If Seller fails to cure or correct the default within seven days, the Buyer may, without further notice to Seller, procure upon such terms and in such manner as the Buyer may deem appropriate, items similar to those terminated, and the Seller shall be liable to the Buyer for any excess costs of such similar items; however, the Seller shall continue the performance of this Purchase Order to the extent not terminated.
The rights and remedies of the Buyer provided in this clause shall not be exclusive, and are in addition to any other rights and remedies provided by law or under this Purchase Order.
CHANGES: Buyer may direct in writing changes, including additions to or deletions from the quantities originally ordered, or in the specifications or drawings. If any such change causes a material increase or decrease in the cost of, or the time required for, performance hereunder, an equitable adjustment shall be made in the price or schedule. Any claims for adjustment which Seller believes result from any change directed by Buyer shall be asserted in writing by Seller no later than ten (10) days from the date of Seller's receipt of any such direction. Equitable adjustments for any claims or changes under this agreement, including claims arising from terminations or suspensions directed under DEFAULT above, of this agreement, will be made by written Change Order. Nothing contained herein shall excuse Seller from proceeding with the
PURCHASE AGREEMENT
Project Title: TROJAN TECHNOLOGIES – Trojan UV4000 Parts Supplies FY 2022-23
change as directed prior to negotiation of any adjustment. Whether made pursuant to this clause or by mutual agreement, changes shall not be binding upon the Buyer, except when confirmed in writing by a member of the Buyer’s Purchasing Department.
INVOICES: Seller shall send Buyer a separate invoice for each shipment. Invoices shall not be issued prior to delivery of items. Payment shall not be made prior to receipt of items and an invoice. Credit and discount periods will be computed from the date of receipt of the invoice to the date the Buyer’s check is mailed. Unless freight and other charges are itemized, the discount will be taken on the full amount of the invoice. Payment will be made within thirty (30) days after approval of the invoice by the Buyer.
TITLE AND RISK OF LOSS: All prices shall be F.O.B. Factory. The Seller shall be responsible for safe and adequate packing of the items, which shall conform to the carriers’ requirements. The Seller shall separately number all cases and packages, showing the corresponding numbers on the invoices. An itemized packing slip bearing this Purchase Order number shall be placed in each container. No extra charge shall be made for packaging or packing materials unless authority therefor is set forth in this Purchase Order. Seller shall assume and pay for any and all loss or damage to the merchandise from any cause whatsoever until delivered to Buyer at the specified destination.
DELIVERY: Timely performance and deliveries are essential to this Purchase Order. The Buyer reserves the right to refuse deliveries made in advance of the delivery schedule.
Overshipment allowances, if authorized, will be applied to the entire order. If the Buyer agrees to accept deliveries after the date of delivery has passed, the Buyer shall have the right to direct the Seller to make shipment to the delivery point set forth in this Purchase Order by the most expeditious means, and the total cost of such expedited shipment and handling shall be borne by the Seller. Acceptance of late deliveries shall not be deemed a waiver of the Buyer’s right to hold the Seller liable for any loss or damage resulting therefrom, nor shall it act as a modification of the Seller’s obligation to make future deliveries in accordance with the delivery schedule.
DELAYS: Seller will not be liable for delays in performing its obligations to the extent the delay is caused by an unforeseeable condition which is beyond Seller’s reasonable control and without Seller's fault or negligence. Acts of God, such as storms or floods, as well as government priorities, acts of civil or military authorities, fires, strikes, epidemics, war or riot are examples of events which will be excusable for being beyond Seller's reasonable control, only upon fulfillment of the following conditions: (a) within seven (7) days of the commencement of any excusable delay, Seller shall provide Buyer with written notice of the cause and extent thereof as well as a request for a schedule extension for the estimated duration thereof, and (b) within seven (7) days of the cessation of the event causing delay Seller shall provide Buyer with written notice of the actual delay incurred, upon receipt of which, the date of promised delivery shall be extended for the time actually lost by reason of an excusable delay.
INSPECTION AND APPROVAL: All items are subject to final inspection and approval after delivery to Buyer. If any items are defective in material or workmanship or otherwise not in conformity with the requirements of this Purchase Order, the Buyer shall have the right to require Seller to correct or replace them. Final acceptance or rejection shall be made by the
PURCHASE AGREEMENT
Project Title: TROJAN TECHNOLOGIES – Trojan UV4000 Parts Supplies FY 2022-23
Buyer as promptly as practicable after delivery. Final acceptance shall be conclusive except with respect to latent defects, fraud or such gross mistakes as amount to fraud, or with respect to the Buyer’s rights under the “Warranty” clause.
Seller not liable for any consequential, incidental or liquidated damages. Total cumulative value of damages capped at the value of this order.
WARRANTIES-GUARANTEES: The Seller warrants that the items, at time of delivery, shall conform to the Buyer’s specifications, the requirements of this Purchase Order, approved sample or samples, if any, and are free from defects in design, material and workmanship. Warranty will be as described in the attached Vendor’s Quotation. At the Buyer’s option, the Seller shall promptly either repair or replace defective items after receipt of the Buyer’s written notice of a defect. Transportation charges for the return and redelivery of defective items shall be borne by the Seller. Seller also warrants that said merchandise is free and clear of all liens and encumbrances whatsoever and the Seller has good and marketable title to same, and Seller agrees to indemnify, defend and hold the City of Pacifica, its officers, agents and employees free and harmless against any and all claimants to said merchandise.
SAFETY: All equipment and materials shall comply with all Federal, State and local safety rules and regulations including OSHA. Where applicable, materials must be labeled in accordance with Section 5194, Title 8, of the California Administrative Code. The Seller is required to include a Material Safety Data Sheet prepared in accordance with Section 5194(9) with each shipment of all such materials to the City.
EQUAL OPPORTUNITY EMPLOYER: It is the policy of the City of Pacifica that in connection with all materials furnished or work performed under this Purchase Order, there be no discrimination against employees because of race, religion, color, sex or national origin, and therefore the Seller agrees to comply with applicable Federal and California laws including, but not limited to, the California Fair Employment Practices Act.
TAXES: Unless prohibited by law, Seller shall pay and has included in the prices of this Purchase Order any federal, state or local tax, transportation tax, or other tax which is required to be imposed upon the items ordered hereunder, or by reason of their sale or delivery.
TERMINATION FOR CONVENIENCE: Buyer shall have the right to terminate this Purchase Order in whole or in part at any time, and from time to time, by written notice effective upon receipt by Seller of such notice, even though Seller is not in breach of any obligation hereunder.
Upon receipt of notice of termination, Seller shall immediately discontinue performance and shall comply with Buyer’s instructions concerning disposition of completed and partially completed items, work in progress and materials acquired pursuant to this Purchase Order. In the event of such termination, Seller shall be paid an amount in settlement to be mutually agreed upon by the parties which shall cover Seller’s reasonable costs of performance incurred prior to termination in connection with the items for which this Purchase Order is terminated plus a reasonable profit based upon such costs. However, said payment shall not exceed the price specified herein for such items. Seller shall advise the Buyer, in writing, of Seller’s claim, if any, for termination costs within ten (10) days after receipt of the notice of termination.
PURCHASE AGREEMENT
Project Title: TROJAN TECHNOLOGIES – Trojan UV4000 Parts Supplies FY 2022-23
Termination in accordance with this article shall not affect Buyer’s obligation to pay for items accepted by Buyer prior to such termination.
GOVERNING LAW; VENUE; DEFINITIONS: The definition of terms used, interpretation of this Purchase Order and rights of all parties hereunder shall be construed under and governed by the laws of the State of California. Any litigation with respect to this Purchase Order shall be brought and conducted in San Mateo County, California.
Contract Addendum Rev. 2020 - TUV Page 1
Confidential - Company Proprietary
Contract Addendum to Purchase Order Acct# 18.940741.52341.0000.000 City of Pacifica – UV Supplies and Services for Calera Creek Water Recycling Plant (the “Project”) Parties: City of Pacifica (“Customer”) Date: August 18, 2022 Trojan Technologies Group, ULC (“Supplier”)
Recitals: Customer and Supplier are entering into a contract for the Project and, for convenience, are using Customer’s standard contract forms (“Customer’s Base Contract”) for the purchase of Supplier’s goods and/or services (“Goods” and/or “Services”). This Addendum is intended to provide reasonable revisions to Customer’s Base Contract to enable the parties to enter a contract for the Project without prolonged or complex negotiations over terms and conditions. Accordingly, the parties incorporate this Addendum into the Customer’s Base Contract and make it an integral part thereof, taking precedence over any contrary or related terms or conditions that may be contained therein, in any purchase orders, or in any other writings, addenda or exhibits constituting part of the agreement between the parties (collectively, the “Agreement”).
Revisions: Notwithstanding anything to the contrary contained in the Agreement, the following provisions and rules of construction apply:
1. Services. The Services shall be limited to those services specifically described herein. For the avoidance of doubt, and without limitation, Supplier has no responsibility for the supervision or actions of Customer’s employees or contractors or for non-Supplier items (e.g., chemicals or equipment) and disclaims all liability and responsibility for any loss or damage that may be suffered as a result of such actions or items, or any other actions or items not under Supplier’s control. The good and services provide by Trojan would be as per UV specification section 11350 and Quote# MW-233731.
2. Indemnification. Any and all indemnification obligations imposed upon Supplier are limited to the extent of those damages proportionately caused by Supplier’s breach of the Agreement, negligence, wrongful conduct, or violations of law.
In no case is Supplier liable for any damages caused by negligence, misuse or misapplication of goods by others. For nongovernment customers, Supplier’s indemnification obligations are provided on the condition that Customer defends, indemnifies and holds harmless Supplier against those damages to the extent proportionately caused by misuse or misapplication of goods, negligence, wrongful conduct, or violations of law by the Customer, its affiliates, or those in privity with them.
3. Limitation on Liability. THE TOTAL LIABILITY OF SUPPLIER AND ITS SUBSIDIARIES, AFFILIATES, EMPLOYEES,
DIRECTORS, OFFICERS AND AGENTS ARISING OUT OF PERFORMANCE, NONPERFORMANCE, OR OBLIGATIONS IN
CONNECTION WITH THE DESIGN, MANUFACTURE, SALE, DELIVERY, AND/OR USE OF GOODS AND/OR SERVICES IN NO
CIRCUMSTANCE INCLUDES ANY LIQUIDATED, PENALTY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, NOR
EXCEED THE TOTAL AMOUNT OF COMPENSATION ACTUALLY PAID TO SUPPLIER UNDER THE AGREEMENT, EXCEPT ONLY IN THE CASE OF DAMAGES ARISING DUE TO SUPPLIER’S WILLFUL MISCONDUCT.
4. Warranty. Supplier warrants the Goods in accordance with its then-current standard warranty covering the specific Goods ordered, generally under which Supplier warrants to the Customer that during the period ending 18 months after the delivery date or 12 months after the start-up date, whichever occurs first, Goods which are manufactured by Supplier will be free from defects in material and workmanship and will function in accordance with the specifications specified in any quotation. If Supplier breaches this warranty and the Customer notifies Supplier of such breach within 30 days of the end of the applicable warranty period, Supplier will, at its option, either replace or repair the nonconforming Goods, or re-perform any nonconforming Services, or refund the amounts paid by Customer to Supplier for the nonconforming Goods and/or Services. SUPPLIER’S WARRANTY CONTAINS THE EXCLUSIVE REMEDIES FOR ANY BREACH OF WARRANTY. SUPPLIER EXPRESSLY DISCLAIMS ANY REMEDIES OF “COVER” AND ANY WARRANTIES IMPLIED BY LAW, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
5. Intellectual Property; Information Technology; Privacy. Supplier retains all rights in and to any intellectual property and confidential information created or procured by it or its representatives at any time, and Customer receives licenses to use such intellectual property and information only to the extent provided by implied license under applicable law. No Customer information technology requirements apply, except the extent such requirements specifically apply to equipment being sold to Customer. To help ensure mutual compliance with applicable privacy laws, Customer will not provide to or share with Company any personal data or personally identifiable information.
Contract Addendum Rev. 2020 - TUV Page 2
Confidential - Company Proprietary
6. Performance Guarantees. All product warranties and performance guarantees shall only be enforceable if (a) all equipment is properly installed, inspected regularly and is in good working order, (b) all operations are consistent with Supplier recommendations, (c) operating conditions at the Customer site have not materially changed and remain within anticipated specifications, and (d) no reasonably unforeseeable circumstances exist or arise.
7. Acceptance and Set-off. Except to the extent agreed upon in writing by Supplier’s CFO, all Goods and Services are deemed accepted upon delivery and early payment discounts do not apply. All payments are due Net 30 days from Supplier’s invoice and pay-when-paid clauses shall not apply. Any set-off rights in the Agreement notwithstanding, Customer bears the customary burden of proof with respect to any amounts invoiced by Supplier but not paid by the invoice due date. This revision does not adversely impact any of Customer’s rights under Supplier’s warranties.
8. Payment Terms.
- 10% after approved submittal
- 85% upon delivery of equipment to site
- 5% upon equipment acceptance or 60 days after delivery (whichever occurs first) - Net 30 Days
9. Funds Transfers (Payments). The parties both recognize that there is a risk of banking fraud when individuals impersonating a business demand payment under new banking or mailing instructions. To avoid this risk, Buyer must verbally confirm any new bank or mailing instructions by calling Supplier and speaking with Supplier’s accounts receivable contact before mailing or transferring any monies using the new instructions. Both parties agree that they will not institute mailing or bank transfer instruction changes and require immediate payment under the new instructions but will instead provide a ten (10) day grace period to verify any payment instruction changes before any new or outstanding payments are due using the new instructions.
10. Force Majeure. Supplier is excused from performance of its obligations under this Agreement to the extent caused by acts or omissions that are beyond its control, including but not limited to Government embargoes, blockages, seizures or freezing of assets, delays, or refusals to grant an export or import license, or the suspension or revocation thereof, or any other acts of any Government; fires, floods, severe weather conditions, or any other acts of God; quarantines; epidemics and pandemics; labor strikes or lockouts; riots; strife; insurrections; civil disobedience or acts of criminals or terrorists; war; material shortages or delays in deliveries to Supplier by third parties. In the event of the existence of any force majeure circumstances, the period of time for delivery, payment terms, and payments under any letters of credit will be extended for a period of time equal to the period of delay. If the force majeure circumstances extend for six months, Supplier may, at its option, terminate this Agreement without penalty and without being deemed in default or in breach thereof.
11. Miscellaneous. Except to the extent signed by a duly authorized representative of an affiliate of Supplier, the Agreement does not bind any affiliates of Supplier. Supplier is not subject to any audit rights in favor of the Customer, except for audit rights (under reasonable conditions) directly related to Supplier’s compliance with laws and regulations (e.g., safety) which are directly applicable to Supplier’s Goods and/or Services purchased under this Agreement. Supplier is not obligated to purchase or carry Professional Liability or E&O Insurance coverage, provide copies of Supplier’s policies, or provide waivers of subrogation. Supplier may include Customer and their Affiliates as an Additional Insured party. Nothing in the Agreement supersedes or nullifies this Addendum. Supplier’s obligations under the Agreement will only be modified by written agreement of Supplier through the same duly authorized representative who signed this Addendum, or such person’s duly authorized successor. Except as provided herein, neither party agrees to any contractual clause or provision, that waives such party’s ordinary and standard rights, including, but not limited to, the right to retain party’s own counsel and each party’s right to determine facts and circumstances in the event of a dispute.
IN WITNESS WHEREOF, the Parties have caused this Addendum to be executed by their duly authorized representatives, intending thereby to be legally bound.
City of Pacifica: Trojan Technologies Group, ULC:
By: ______ By:
Name: _______ Name: _______
Title: Title:
Date: Date:
Maria Aguilar
Deputy Director - DPW/WW
8/22/22
ATTACHMENT 1
QUOTATION
QO0000544
TROJAN TECHNOLOGIES
3020 GORE ROAD
LONDON, ON N5V 4T7
CANADA
T. 519-457-3400
www.trojantechnologies.com
Sold to Ship to
CITY OF PACIFICA Calera Creek WWTP
170 SANTA MARIA AVENUE Water Recycling
Pacifica CA 94044-2506 700 Pacific Coast Hwy
UNITED STATES Pacifica CA 94044-0099
UNITED STATES
Customer Service Contact : [email protected] Payment Terms : 0% / 00 / 30 net Internal Sales Rep : Heather Conine Delivery Terms : Customer No. : 100003393
Carrier/LSP : Reference :
Quote Date : 08-08-2022
Quote Expiry Date : 12-31-2022
Project Quantity Price Unit Net Price Tax Rate
Line Item Discount % Net Amount Tax Amount Amount
Description
50.00 553.00/ EA 553.00 0.00%
10 441169-024 27,650.00 0.00 27,650.00
LAMP P, ASSY PKG 24" UV4000 G2
20.00 1,314.83/ EA 1,314.83 0.00%
20 490291 26,296.60 0.00 26,296.60
BALLAST, REPLACEMENT KIT UV4G2
4.00 213.95/ CS 213.95 0.00%
30 901507 855.80 0.00 855.80
CLEANER, ACTICLEAN GEL 4X4L
40.00 246.50/ EA 246.50 0.00%
40 445039 9,860.00 0.00 9,860.00
SEAL KIT, WIPER W/TFE BEARING
18.00 422.51/ EA 422.51 0.00%
50 441143-024 7,605.18 0.00 7,605.18
SLEEVE, PACKAGED UV4000 24
1.00 1,549.76/ EA 1,549.76 0.00%
60 442645 1,549.76 0.00 1,549.76
CYLINDER REPLACEMENT KIT, 316S
2.00 6,181.50/ EA 6,181.50 0.00%
70 917538 12,363.00 0.00 12,363.00
BOARD KIT, UV4 MCB
1.00 605.50/ EA 605.50 0.00%
80 FREIGHT 605.50 0.00 605.50
FREIGHT & HANDLING
Freight Quote 6300
48x40x30
325 lbs
Goods 86,180.34 Discount 0.00 Tax Amount Total USD
Costs 605.50 Subtotal 86,785.84 8,136.19 94,922.03
QUOTATION
QO0000544
TROJAN TECHNOLOGIES
3020 GORE ROAD
LONDON, ON N5V 4T7
CANADA
T. 519-457-3400
www.trojantechnologies.com
QUOTATION
QO0000544
TROJAN TECHNOLOGIES
3020 GORE ROAD
LONDON, ON N5V 4T7
CANADA
T. 519-457-3400
www.trojantechnologies.com
Terms and Conditions
All purchases of Trojan products and/or services are expressly and without limitation subject to Trojan's Terms and Conditions of Sale ("Trojan" or "SELLER"), incorporated herein by reference and published on Trojan's website https: www.trojantechnologies.com/sales-terms-conditions/ Trojan TCS are incorporated by reference into each of Trojan's offers or quotations, order acknowledgments, and invoice and shipping documents. The first of the following acts shall constitute an acceptance of Trojan's offer and not a counteroffer and shall create a contract of sale ("Contract") in accordance with the Trojan TCS, subject to Trojan's final credit approval: (i) Buyer's issuance of a purchase order document against Trojan's offer or quotation; (ii) Trojan's acknowledgement of Buyer's order; or (iii) commencement of any performance by Trojan in response to Buyer's order. Provisions contained in Buyer's purchase documents that materially alter, add to or subtract from the provisions of the Trojan’s TCS shall be null and void and not considered part of the Contract.
www.trojantechnologies.com/sales-terms-conditions