1. Offer. These Terms, combined with any purchase order issued hereunder (such purchase order along with these Terms, hereinafter collectively referred to as “Purchase Terms”), is our offer and is limited to the terms and conditions reflected in the Purchase Terms. Our issuance of a purchase order is not an acceptance of any offer to sell or quotation you have provided to us.

2. Acceptance. Acceptance by you of our offer may be expressed, or implied from any conduct by you recognizing the existence of a contract pertaining to the subject matter of the Purchase Terms, including but not limited to any compliance by you with any term and/or condition of the Purchase Terms. Your acceptance of a purchase order will constitute your acceptance of the Purchase Terms. Any terms or conditions proposed in your acceptance of a purchase order that adds to, varies from, or conflicts with any of the Purchase Terms are deemed material and are hereby rejected. If a purchase order provided by us is deemed an acceptance of your prior offer, then our issuance of purchase order will constitute an acceptance of such offer subject to the express condition that you agree to the Purchase Terms that are additional to or different from any terms and conditions in your offer.

3. Entire Agreement. You acknowledge that except as otherwise provided in the Purchase Terms, a purchase order, together with these Terms, constitutes the entire agreement between us and you.

4. Conflict. In the event of a conflict between these Terms and a subsequently issued purchase order, these Terms shall control.