Terms & Conditions

  1. The products and goods covered by this purchase order are only those specifically identified herein. Additional goods and products may only be added by written agreement identifying such additional goods and signed by an authorized representative of Mississippi Cares and Buyer.

 

  1. The Mississippi Cares and Buyer agree that any stated delivery dates are approximate, and that delivery may be delayed for a period of time sufficient to allow Mississippi Cares to otherwise acquire the goods and products for Buyer. The Parties further agree that Mississippi Cares shall not be held liable to Buyer or any other party for any losses, damages, penalties, or expenses for any delay in delivery of the goods and products. Notwithstanding any other terms contained in this purchase order, Mississippi Cares reserves the right to refuse, cancel or delay any shipment to Buyer if any amounts due from Buyer for any reason become past due. Such refusal, cancellation or delay of any shipment shall not be deemed a breach or default of this purchase order by Mississippi Cares.

 

  1. THE GOODS AND PRODUCTS SOLD UNDER THIS PURCHASE ORDER ARE PURCHASED BY THE BUYER “AS IS” AND MISSISSIPPI CARES DOES NOT PROVIDE ANY WARRANTY FOR THE GOODS, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES THAT THE GOODS AND PRODUCTS ARE OF MERCHANTABLE QUALITY OR THAT THE GOODS CAN BE USED FOR ANY PARTICULAR PURPOSE.

 

 

  1. IN NO EVENT SHALL MISSISSIPPI CARES BE LIABLE UNDER THIS PURCHASE ORDER TO THE BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, SHUTDOWN OR SLOWDOWN COSTS, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR OTHER ECONOMIC LOSS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. THE LIABILITY OF MISSISSIPPI CARES, AND BUYER’S SOLE AND EXCLUSIVE REMEDY FOR DAMAGES FOR ANY CLAIM OF ANY KIND WHATSOEVER UNDER THIS AGREEMENT, REGARDLESS OF LEGAL THEORY, SHALL NOT BE GREATER THAN THE ACTUAL PURCHASE PRICE OF THOSE GOODS AND PRODUCTS WITH RESPECT TO WHICH SUCH CLAIM IS MADE.

 

  1. Neither the Buyer nor Mississippi Cares shall be liable for failure to perform, except for the payment of money due, in the event such failure is caused by force majeure.  Force majeure shall include, but is not limited to war, riots, civil commotions, natural physical disaster, strike or industrial action by Mississippi Cares employees, action by government or public authority. Notice of occurrence of force majeure shall be given by the effected party as soon as possible, but not less than seven (7) days of the occurrence of such an event, with details of the likely effect.

 

  1. The Buyer shall neither cede nor assign all or part of the purchase order without prior written authority from Mississippi Cares.

 

  1. All details of the purchase order, and the relevant project as a whole, shall be considered as confidential, and shall not be imparted to any third party in any form whatsoever without prior written authority of the Mississippi Cares, expecting that any necessary information required by a third party for execution of the purchase order may be imparted. While performing duties associated with the purchase order, the parties may become privileged to certain information that they would not have been exposed to in normal circumstances. Such information shall remain confidential and shall not be divulged in any way, means or form without the written consent of the disclosing party.

 

  1.  The purchase order and documents, specifications and shipping documents forming part thereof, constitutes the whole agreement between the Buyer and Mississippi Cares and no modifications shall be valid or binding unless incorporated in a written document signed by the Buyer and an authorized official of Mississippi Cares.

 

  1. The terms of this purchase order are governed exclusively by the laws of the State of Mississippi, not including the laws on conflict of law, and the rules, regulations and procedures of agencies in the State of Mississippi.  Any dispute arising from this Agreement shall be resolved only in the Courts and regulatory agencies of or in the State of Mississippi.