Purchase Order Terms and Conditions
The following terms and conditions (these “Purchase Terms”) shall apply when Miner, Ltd. and/or any of its affiliates or subsidiaries (“Miner”), is purchasing goods (“Goods”) and/or services (“Services”) from a Seller (“Seller”) pursuant to a Purchase Order (“Order”) issued by Miner to the Seller.
1. APPLICATION AND INTERPRETATION
1.1 Seller Terms Excluded. Acceptance of any Order by Seller is limited to acceptance of the express Purchase Terms herein. Any general terms and conditions of Seller, including, but not limited to, terms and conditions contained within Seller’s quotes or Seller’s acceptance of an Order, terms and conditions placed on Seller’s website or portal, and any click-wrap or browse-wrap terms are hereby expressly rejected by Miner and excluded. Notwithstanding any language contained in any document of Seller stating the language of such document, or any other document referenced therein supersedes any other language, if the Seller chooses to accept an Order, Seller specifically acknowledges and agrees these Purchase Terms control. Any proposal, confirmation, order acknowledgment, or any other writing of whatever kind inconsistent with or in addition to the terms of the Order and these Purchase Terms shall not be binding upon Miner. Miner’s acceptance of, or payment for, Goods and/or Services will not constitute acknowledgment or acceptance of the Seller’s conditions of sale.
1.2 Order of Precedence. The provisions of any Order and these Purchase Terms will be read, to the extent possible, to be consistent. If a provision in an Order directly conflicts with a provision in these Purchase Terms, the provision in these Purchase Terms will prevail unless either (i) the provision of the Order specifies characteristics, quantities, prices, delivery times, or other similar commercial terms for Goods and/or Services to be provided under that Order, or (ii) the Order specifically states that the provision in the Order will prevail.
1.3 Acceptance. An Order shall be deemed accepted by Seller upon the earliest of (i) Seller issuing an electronic confirmation or written acceptance of the Order, (ii) Seller’s commencement of work on the Goods and/or Services subject to the applicable Order, or (iii) shipment of the Goods and/or delivery of the Services subject to the applicable Order.
1.4 Changes. Miner shall have the right at any time to make changes in drawings, designs, specifications, payment
methods, materials, packaging, time and place of delivery, and method of transportation. If any such changes cause an increase or decrease in the cost or the time required for performance of an Order, an equitable adjustment will be made and the applicable Order shall be modified in writing accordingly. Seller agrees to accept any such changes to any Order or decline such changes promptly in writing.
1.5 References to Laws. A reference to any law, rule, or regulation is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
2.1 Price. The price of the Goods and/or Services shall be as stated in the Order and unless otherwise agreed in writing by Miner shall be F.O.B. delivered and inclusive of all other charges including but not limited to customs, duties, all sales, use, excise and property taxes, shipping, packaging, boxing, crating, labeling, storage, insurance and any other similar charges. In the event a price is not contained in an Order, Miner must be notified of the price by Seller and Miner must provide written acceptance of such price before Seller accepts such Order. No additional costs, fees, surcharges, or expenses of any kind, including, but not limited to, freight and shipping costs, shall be added to the Order without the advance written consent of Miner.
2.2 Price Warranty. Seller warrants that the prices for the Goods and/or Services sold to Miner under any Order are as favorable as those currently offered to Seller’s customers for the same or similar Goods and/or Services in similar quantities and type in compliance with all pricing laws and regulations. Seller warrants that prices shown on any Order are complete.
2.3 Invoices. Seller shall present Miner with an invoice for the amounts due and owing pursuant to the Order and Miner will pay all undisputed amounts on each invoice within ninety (90) days unless there is a specific time period set forth in the applicable Order or Seller quote, in which case, that period shall apply. Each invoice shall be in a form reasonably acceptable to Miner. Miner shall have no obligation to pay any amounts that Seller fails to invoice to Miner within ninety (90) days after the amounts were incurred. Except as required by applicable laws, Miner shall not be required to pay any late charge, surcharge, interest, finance charge or similar charge.
2.4 Setoff. Miner shall have the right to deduct or set-off amounts owed by Seller or any of Seller’s affiliates to Miner against amounts payable under any Order.
3. GOODS PURCHASE PROVISIONS
3.1 Delivery. Seller shall deliver the completed Goods in the quantities, on the dates, and to the places specified in the applicable Order, or as otherwise agreed to by Seller and Miner. All Goods shall be properly packed, sealed and secured in such manner as to reach their destination in good condition. If no date is specified in the Order then Seller shall deliver the Goods no later than the date Seller quoted to Miner, or if no quoted date, the manufacturer’s published lead times at the time the Order is placed. Time shall be of the essence.
3.2 Partial or Late Delivery. If the completed Goods are not adequately delivered on the due date, in the quantities specified in the Order, in addition to its other rights and remedies, Miner may (i) terminate the Order in whole or in part without liability by notice effective when received by Seller as to Goods or portions of the Goods not yet delivered, (ii) refuse to accept any subsequent delivery of the Goods which Seller attempts to make, (iii) recover from Seller any expenditure reasonably incurred by Miner in obtaining the Goods in substitution from another provider, or (iv) claim damages for any additional costs, losses or expenses incurred by Miner which are in any way attributable to Seller’s failure to adequately deliver the completed Goods on the due date, which Seller acknowledges it shall pay Miner within thirty (30) days of such claim.
3.3 Expedited Shipment. If, in order to comply with Miner’s required delivery date, it becomes necessary for Seller to ship by a more expensive way than specified in the applicable Order, any resulting increased transportation costs shall be paid by Seller unless the necessity for such rerouting or expedited handling has been directly caused by Miner.
3.4 Title and Risk of Loss. Title to and risk of loss of the Goods, including but not limited to any shipping and transit costs, will pass to Miner upon the delivery of the Goods to Miner, provided that in the event the Goods are Non- Conforming Goods as defined herein, title to and risk of loss of such Non-Conforming Goods shall remain at all times with Seller unless Miner agrees in writing to accept such Non-Conforming Goods. If a shipment is not accompanied by a bill of lading, packing slip or similar delivery document, Miner’s count and/or weight will be conclusive.
3.5 Export-Import Regulations. Seller will prepare, maintain and, to the extent required under applicable laws, rules or regulations promulgated by any governmental or
self-regulatory agency having jurisdiction over a party, submit to the applicable customs authorities, all necessary information and documentation to comply with the applicable customs and export and import requirements of each country from which the Goods will be exported and each country into which they will be imported. Unless otherwise specifically agreed to by Miner, Seller shall be responsible for ensuring the Goods clear U.S. Customs.
3.6 Title. Seller represents and warrants to Miner that the title conveyed on all Goods produced pursuant to any Order will be good and marketable, its transfer rightful, and the Goods will be delivered free from any security interest or other lien or encumbrance (including any statutory or common law lien).
3.7 Inspection-Testing. Miner shall have the right, but not the obligation, to inspect and/or test Goods purchased under any Order and reject, in whole or in part, any or all of the Goods contained therein. Nothing contained in any Order or any confirmation or related documents sent by Seller shall relieve Seller from the obligations of testing, inspection, and quality control.
3.8 Warranty. Seller expressly warrants and represents to Miner, its successors, assigns, customers, and users of Miner’s products, that all Goods furnished under any Order shall (i) conform in all respects to all samples, specifications and appropriate standards, (ii) meet all performance specifications or guarantees provided either orally or in writing to Miner, (iii) be new, and free from defects in materials or workmanship, (iv) conform to any statements made on the containers, labels, and/or advertisements, (v) be properly contained, packaged, marked, and labeled, (vi) not infringe or misappropriate any patents, copyrights, trademarks, trade names, trade secrets or other intellectual property rights, and (vii) be merchantable, safe and appropriate for the purpose(s) for which Goods of that kind are normally used. In addition, if Seller knows or has reason to know the particular purpose for which Miner intends to use the Goods, Seller warrants that such Goods will be fit for such particular purpose. Inspection, test, acceptance or use of the Goods furnished under any Order shall not affect Seller’s obligation under this warranty, and all warranties shall survive inspection, test, acceptance and use.
3.9 Non-Conforming Goods. Any Goods that are defective, damaged, or fail to conform to (i) the requirements of these Purchase Terms, (ii) the requirements of any applicable Order, (iii) the specifications supplied by Miner to Seller, or (iv) applicable industry or legal fitness and safety standards (“Non-Conforming Goods”).
3.10 Rights with Respect to Non-Conforming Goods. In addition to its other rights and remedies, Miner reserves the right to (i) cancel or terminate for cause any Order, in whole or in part, which contains Non-Conforming Goods or (ii) require Seller to replace or promptly repair defects of any Non-Conforming Goods without expense to Miner. Seller shall be liable for all charges, expenses, field corrections, withdraws, recalls, repurchases, or commissions incurred in the inspection, receipt, transportation, care custody and disposal of the Non- Conforming Goods. If Seller fails to repair defects in or replace any Non-Conforming Goods, Miner may make such repairs or replace such Goods and charge Seller any cost incurred. For Non-Conforming Goods whose defect or non-conformity is not apparent on examination, Miner reserves the right to require correction or replacement as well as payment of damages.
3.11 Information Regarding Non-Conforming Goods. Seller will promptly furnish to Miner all information and copies of all documents (including any complaints, inquiries, test or inspection results, internal reviews, warnings, declarations or notices) that Seller receives which suggest or indicate that any Goods, including but not limited to any ingredient, material, and/or any packaging or supplies used in connection with any Goods, may be Non-Conforming Goods.
3.12 Reporting Obligations. Seller shall comply with all reporting obligations required by applicable federal, state and local laws, orders, rules and regulations or as otherwise required by Miner. Seller shall provide Miner with any requested data in connection with such reporting obligations.
4. SERVICE PROVISIONS
4.1 Performance of Services. Seller will provide Services purchased in any Order in accordance with these Purchase Terms and the applicable Order. If the Order describes Services in a general or non-specific manner, the Services will include not only those Services specifically described in such Order but also those that are an inherent, necessary or a customary part of those Services. Except as provided by the applicable Order, Seller will be responsible for all materials, facilities, equipment, labor, software and other resources required to provide the Services and Seller shall ensure that all equipment used in connection with an Order is maintained in good working order and in compliance with the manufacturer’s instructions and current regulations.
4.2 Services Warranty. The Seller represents and warrants that any Services performed by the Seller will comply to all applicable statutory rules and regulations and shall not
infringe or misappropriate any patents, copyrights, trademarks, trade names, trade secrets or other intellectual property rights and be performed (i) in a good, timely, efficient, professional and workmanlike manner using then-current technology, (ii) using sufficient numbers of personnel who have suitable competence, ability, education, training and other qualifications for any assigned roles, (iii) with at least the degrees of accuracy, quality, efficiency, completeness, timeliness and responsiveness as are equal to or higher than the accepted industry standards applicable to the performance of the same or similar Services, and (iv) in compliance with the requirements of the Order and these Purchase Terms.
4.3 Compliance with Miner Policies and Procedures in Performance of Services. Seller will ensure that the Seller personnel, while assigned to provide Services or otherwise visiting or accessing Miner’s facilities, will (i) comply with Miner’s then-current environmental, health, safety, and security policies and procedures and other policies and regulations applicable to Miner personnel at those facilities, (ii) comply with all reasonable requests of Miner personnel, as applicable, pertaining to personal and professional conduct, and (iii) otherwise conduct themselves in a professional and businesslike manner.
4.4 Rights for Non-Conforming Services. In the event the Services do not conform with these Purchase Terms and the stipulations in any applicable Order, Miner shall, without prejudice to any of its other rights or remedies, have the right to (i) terminate the Order in whole or in part without liability by notice effective when received by Seller as to Services not yet performed, (ii) refuse to accept any subsequent performance of the Services which Seller attempts to make, (iii) suspend any payment obligation in respect to the Services, and (iv) purchase Services to correct or replace the non-conforming Services from an alternative provider after giving Seller notice and charge Seller any cost incurred.
5. LEGAL COMPLIANCE
5.1 General. Without limitation of any other provision of this Agreement, Seller shall perform its obligations hereunder at all times in accordance with all applicable federal, state and local statutes, regulations and rules. Seller shall not perform any actions that are prohibited by local and other anti-corruption laws (including, but not limited to, the U.S. Foreign Corrupt Practices Act) that may be applicable to the Agreement. Seller shall not make any payments, or offer or transfer anything of value, to any government official or government employee, to any political party official or candidate for political office or to any other third party related in a manner that would violate anti-corruption laws. Seller shall comply with all
applicable laws, regulations, and ordinances, and shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations hereunder. Seller must require the employees who will perform work on behalf of Miner to consent to background checks and drug screenings through a professional services firm of Miner’s choosing if and when directed by Miner or Miner’s customer. Seller further certifies that it and its employees have had background checks performed and have not been convicted within the past seven (7) years of any misdemeanor or felony, including but not limited to, assault, battery, robbery, embezzlement, fraud, and distribution of narcotics or possession of same and conducts drug testing, and performs background checks of its employees. If Seller’s employee has a conviction or tests positive for a controlled substance, Seller shall not permit that employee to work on any Miner job. Seller also certifies compliance with all federal, state, and local employment laws and regulations, including, but not limited to, the Immigration Reform and Control Act (“IRCA”). Seller specifically certifies that each of its employees have completed an I-9 form as required by IRCA and that the completed forms will be maintained by Seller in accordance with the provisions of IRCA. Seller further certifies that neither it nor its employees are a person or entity with whom U.S. entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order or other governmental action and shall not allow any such person or entity to perform any Services.
6.1 Termination for Convenience. Miner reserves the right to terminate any Order for convenience, in whole or in part, at any time. Upon notification by Miner, Seller shall immediately stop all work and shall immediately cause any of its suppliers and/or subcontractors to cease such work. Seller shall be paid a reasonable termination charge consisting of a percentage of the applicable Order price reflecting the percentage of the work performed prior to the notice of termination, plus actual direct costs resulting from termination. Seller shall not be paid for any work done after receipt of the notice of termination, or for any costs incurred by Seller’s suppliers and/or subcontractors which Seller reasonably could have avoided. Notwithstanding the foregoing, in no event shall Seller be entitled to an amount greater than what Miner would have paid absent the termination.
6.2 Termination for Cause. Miner may terminate any Order, in whole or in part, in the event of (i) any default by
Seller, (ii) Seller’s failure to comply with these Purchase Terms, or (iii) Seller’s failure to comply with any specific terms and conditions contained in an applicable Order. Late deliveries, deliveries of Non-Conforming Goods and/or performance of non-conforming Services, and/or failure to provide Miner, upon request, reasonable assurances of future performance, shall all be bases for Miner’s right to termination for cause. In the event Miner terminates an Order for cause, Miner shall not be liable to Seller for any amount, and Seller shall be liable to Miner for any and all damages sustained by reason of Seller’s default which gave rise to the termination.
6.3 Termination for Financial Insecurity. Miner may terminate any Order, in whole or in part, as of the date specified in a termination notice if Seller (i) files for bankruptcy, (ii) becomes or is declared insolvent, (iii) is the subject of any proceeding(s) (not dismissed within 30 days) related to its liquidation, insolvency or the appointment of a receiver or similar officer for Seller, (iv) makes an assignment for the benefit of all or substantially all of its creditors, (v) takes any corporate action for its winding-up, dissolution, or administration, (vi) enters into an agreement for the extension or readjustment of substantially all of its obligations, or (vii) makes any material misstatement as to its financial condition.
7.1 General. Seller shall defend, indemnify and hold harmless Miner, including its parents, subsidiaries, sisters and other affiliated companies and each of their respective directors, officers, employees, and agents from and against any and all claims, demands, actions, losses, damages, penalties, liabilities, costs, obligations, and expenses (including reasonable attorneys’, experts’ and legal fees) arising out of or resulting in any way from any act or omission of Seller (its agents, employees, independent contractors, or subcontractors, in whole or in part) in performing work in connection with any Order, including but not limited to (i) Seller’s breach of these Purchase Terms and/or any Order, (ii) the actual or alleged infringement or misappropriation of any patent, copyright, trademark, trade name, service mark, trade secret, or other intellectual property right, (iii) violation of any law or regulation of Seller, (iv) any claim that the Goods and/or Services are defective, and (v) any claim that Miner has or had a duty to warn a third party with respect to the Goods and/or Services; provided that Miner gives Seller written notice of any such claim once it has actual knowledge thereof and no settlement or compromise that imposes any liability or obligation on Miner shall be made without Miner’s prior written consent. Notwithstanding the foregoing, Miner shall have the right, but not the obligation, to assume and control the defense and/or
settlement of such claim, and Seller shall cooperate in the defense of any such claim and provide such assistance and information as is reasonably necessary for defense of such claim. This indemnity shall be in addition to the warranty obligations of Seller.
8.1 General. Seller shall procure and maintain, at its own expense, such public liability insurance, including product liability, contractual liability, completed operations, contractor’s liability and protective liability, automotive liability insurance (including non-owned automotive liability), workers’ compensation and employer’s liability insurance which is in commercially adequate amounts to cover Seller’s liabilities hereunder and shall name Miner, Ltd. as an “additional insured” and be primary insurance with respect to Seller’s obligations, shall include a waiver of subrogation, and shall not be or be considered to be contributing insurance with any of Miner’s policies of insurance. Seller agrees to submit certificates of insurance evidencing its insurance coverage when requested by Miner.
9. FORCE MAJEURE
Notwithstanding anything herein to the contrary, Miner shall not be liable to Seller for its failure to comply with the terms of an Order if such failure shall have been caused by any unforeseeable incident beyond the control of Miner, including, but not limited to fire, labor dispute, strike, war, insurrection, governmental restriction, cancellation of a Miner customer order or contract, or act of God. Seller’s performance may not be excused by any alleged force majeure event.
Subject to the terms of any confidentiality agreement with Miner, Seller shall consider the information related to any Order and all information furnished by Miner, including but not limited to any drawings, specifications, and/or other documentation prepared by Seller for Miner in connection with any Order, to be confidential (collectively the “Confidential Information”) and shall not disclose any such Confidential Information to any other person or entity, or use such Confidential Information itself for any purpose other than performing the applicable Order unless Seller obtains written permission from Miner to do so. Unless otherwise agreed in writing, no commercial, financial or technical information disclosed in any manner or at any time by Seller to Miner shall be deemed secret or confidential. Seller’s confidentiality obligations pursuant to this Section 10, as applicable will survive (i) perpetually for trade secrets and personally identifiable information
and (ii) for a period of five (5) years from the date of Miner’s disclosure for all other Confidential Information. Seller will return or destroy any Confidential Information promptly upon Miner’s request. If Miner so requests, Seller will provide a certificate, signed by an authorized representative, certifying that all confidential information has been returned or destroyed.
11. RECORDS AND INSPECTION RIGHTS
At all times Seller shall maintain accurate books and records containing information regarding the raw materials, production, storage, sale, shipment, pricing of and payment of any Goods and/or Services purchased under an Order. These books and records shall be kept in accordance with all legal requirements, industry practice and generally accepted accounting principles, as applicable, and preserved for not less than three (3) years after creation. Miner and its agents and representatives have the right, but not the obligation, to examine the books and records of Seller for the purpose of verifying Seller’s compliance with its obligations under these Purchase Terms and any Order. Any such examination shall be during business hours in Seller’s principal offices, the facility where the Goods and/or Services were produced, or such other location or method as Miner may reasonably request. Seller shall cooperate with Miner’s examination, which cooperation shall include making Seller’s officers available for discussion of Seller’s books, records and compliance with these Purchase Terms and any Order. The examination shall be at Miner’s expense, provided that, in the event Seller has failed to perform its obligations under these Purchase Terms, any applicable Order, or laws, the expense of examination plus other damages incurred by Miner shall be paid by Seller. Miner also has the right, but not the obligation, to inspect any facility where the subject Goods are produced or stored or Services rendered for the purpose of verifying compliance of such facilities with applicable law, compliance with these Purchase Terms and any Order, and compliance with Miner’s product safety, quality and other manufacturing and storage standards, practices and procedures. Seller will provide copies of such books and records as Miner may reasonably request, provided that Miner agrees to maintain any information contained in such books and records which is confidential and proprietary information of Seller in the same manner that Miner maintains its own confidential and proprietary information. Miner will not use any such confidential and proprietary information of Seller except as contemplated by these Purchase Terms.
12. APPLICABLE LAW – JURISDICTION
12.1 Applicable Law. These Purchase Terms and every Order will be governed by and construed in accordance
with the applicable laws of Ohio, without giving effect to the principles of Ohio relating to conflicts of laws. Miner and Seller agree that the United Nations Convention on Contracts for the International Sale of Goods shall be specifically excluded from application to any Order.
12.2 Jurisdiction/Venue. Each party irrevocably agrees that any legal action, suit or proceeding brought by it in any way arising out of these Purchase Terms or any Order must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the state courts of Wood County, Ohio or the Federal courts located in the Northern District of Ohio, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the state and Federal courts located in Ohio.
13. LIMITATION ON MINER’S LIABILITY – STATUTE OF LIMITATIONS
13.1 In no event shall Miner be liable to Seller for any indirect, incidental, consequential, punitive, special, or exemplary damages or penalties of any description, regardless of the form of the action or the theory of recovery, even if Miner has been advised of the possibility of those damages. Miner’s liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from any Order, or from the performance or breach thereof, shall in no case exceed the price allocable to the Goods and/or Services which gives rise to the claim. Any action resulting from any breach on the part of Miner as to the Goods and/or Services purchased under any Order must be commenced within one (1) year after the cause of action has accrued. This Section 13 is not intended to limit or exclude Miner’s liability for any matter for which liability cannot be limited or excluded by law.
14.1 Assignment. Seller may not assign any rights or delegate any obligations under these Purchase Terms or any Order without the prior written consent of Miner.
14.2 Subcontractors. Seller will not subcontract any of its obligations without obtaining Miner’s prior written approval. Notwithstanding any approval by Miner, Seller will remain solely responsible for all of its obligations and will be liable for any subcontractor’s failure to perform or abide by the provisions of these Purchase Terms or any Order.
14.3 No Liens. Seller shall promptly discharge any mechanic’s or materialman’s liens, retention rights, security rights or any security interests arising in
connection with any Order at Seller’s sole cost and expense.
14.4 Independent Contractors. The parties will at all times be independent contractors. Neither party will have any right, power or authority to enter into any agreement for or on behalf of, or to assume or incur any obligation or liabilities, express or implied, on behalf of or in the name of, the other party.
14.5 Rights and Remedies Cumulative. All rights and remedies reserved by Miner in these Purchase Terms will be cumulative and in addition to, and not in lieu of, any other remedies available at law, in equity or otherwise. Any rights of Miner not expressly granted herein are reserved by Miner.
14.6 Attorneys’ Fees and Costs. In the event of any adversarial proceeding(s) between the parties arising out of any Order, the prevailing party will be entitled to recover from the other party, in addition to any other relief awarded, all reasonable expenses the prevailing party incurs in such proceeding(s), including reasonable attorneys’ fees and expenses and court costs. For purposes of this section, “prevailing party” means: (a) in the case of the party initiating the enforcement of its rights or remedies, that such party recovered substantially all of its claims, and (b) in the case of the party defending against such enforcement, that it successfully defended substantially all of the claims brought against such part. If no party is a “prevailing party” within the meaning of this section, then no party will be entitled to recover its costs and expenses from any other party.
14.7 Severability. If any provision of these Purchase Terms conflicts with the law under which these Purchase Terms are to be construed or is held invalid or unenforceable by a court of competent jurisdiction, that provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law.
14.8 Publicity. Seller will not, without Miner’s prior written consent, (i) use the name, trademark, service mark, trade dress, logo or other identifying marks of Miner in any sales, marketing or publicity activities or materials, and/or
(ii) issue any public statement regarding its relationship with Miner.
14.9 Waivers. The failure of Miner to enforce strict performance by Seller of any provision of these Purchase Terms or to exercise any right under these Purchase Terms will not be construed as a waiver to any extent of Miner’s right to assert or rely upon any provision of these Purchase Terms. A delay or omission by Miner to exercise any right or power under these Purchase Terms will not be construed to be a waiver of that right or power. Miner’s waiver of one breach will not be construed to waive any succeeding breach. All waivers must be in writing and manually signed by Miner.
14.10 Survival. The provisions of these Purchase Terms and any Order that expressly or by their nature contemplate performance or observance after the Order terminates or expires will survive and continue in full force and effect. Without excluding any other provisions of these Purchase Terms and any Order, the terms of Sections 6, 7, and 10 shall survive the termination or expiration of any Order.
14.11 Notices. All notices must be in writing and will be deemed given only when (i) hand-delivered, (ii) one business day following the day sent by documented overnight delivery service to the party whom the notice is directed at its address indicated in the applicable Order or otherwise provided in writing, or (iii) sent by electronic mail to the party whom notice is directed at the electronic mail address specified in the applicable Order or otherwise provided in writing, provided, that if notice is provided to Miner under subsection (iii) herein, written confirmation of such notice shall also be provided to Miner as described in subsection (i) or (ii).
14.12 Entire Agreement. These Purchase Terms and the applicable Order collectively constitute the entire agreement of the parties. Notwithstanding the foregoing, in the event Miner and Seller have an existing written agreement signed by an authorized signatory of Miner and Seller encompassing the Goods and/or Services purchased in the Order, these Purchase Terms shall remain in full force and effect to the extent they do not conflict with the terms of such written agreement.