If this purchase order is construed as an offer, Seller’s acceptance is strictly limited to the terms set forth herein. If this purchase order is construed as an acceptance of Seller’s offer, the acceptance is conditioned upon Seller’s consent to any additional or different terms (from Seller’s office) contained either on the Purchase Order itself or any attachments or accompanying pages. These terms and conditions shall supersede any previously agreed to oral or written terms and conditions between the parties, and the rights of the parties shall be governed exclusively by the terms, and conditions hereof. Failure of either party to enforce any of it rights hereunder shall not constitute a waiver of such rights or of any other rights hereunder.
All goods and equipment are subject to receipt pending inspection, testing and acceptance by CTI. CTI has the right to reject any and all of said goods that in CTI’s judgment are defective or nonconforming. CTI reserves the right to require replacement in the event it receives goods whose defects or nonconformity are not apparent on examination.
Seller warrants all materials or services delivered hereunder to be free from defect and material or workmanship and to conform strictly to the specifications, drawings, samples specified or furnished. The performance of any work pursuant to this order shall conform to prevailing industry standards and comply with all applicable laws, rules, regulations and ordinances of the municipal, state and federal governments. This warranty shall survive any inspection, delivery, acceptance, or payment by CTI of the materials or services.
All goods and services received that fail to comply with the above requirements, or in the case of goods, are shipped contrary to instructions, or in excess of the quantities herein provided, or substituted for goods described, or not shipped in containers conforming to CTI’s specifications (or, in the absence of such specifications, in recognized standard containers), or allegedly violating any statute, ordinance, or administrative order, rule or regulation, may be rejected by CTI and returned or held at Seller’s expense and risk. CTI may hold Seller liable for any and all damages arising from any breach or default hereinabove set forth.
Prices recorded in this order are not subject to increase. Applicable taxes and other charges such as shipping costs, duties, customs, tariffs, imposts and government imposed surcharges shall be stated separately on Seller's invoice. Seller warrants that the prices quoted in this order are no greater than those currently charged any other buyer for similar quantities of goods or services. Any price reduction extended to others by Seller prior to delivery shall also be extended to CTI. If Seller’s quoted prices for the goods or services covered by this order are reduced for any reason at time of shipment or performance, Seller agrees that CTI will be billed accordingly at such reduced prices. Payment terms shall be net thirty (30) days, unless otherwise stated on the Purchase Order.
Shipments must equal exact amounts ordered unless otherwise agreed by CTI.
CTI’s schedules are based upon the agreement that the goods and services will be delivered to CTI by the dates specified on the face of the purchase order. Time is therefore of the essence and if goods or services are not delivered within the time specified hereon, CTI may reject such goods and cancel the order. The acceptance of later or defective deliveries shall not be deemed a waiver by CTI of its rights to cancel the order, or refusal to accept further deliveries.
Unless otherwise specified, transportation shall be in strict accordance with CTI’s instructions. Seller shall pack and crate goods to secure the lowest transportation and insurance rates, meet carrier’s requirements and provide suitable protection for shipping and storage. No charges will be allowed Seller for packing, breaking, freight, express or cartage unless stated herein.
Seller warrants that the sale or use of goods or services of Seller’s design or Seller’s patents covered by this order either alone or in combination with other materials will not infringe or contribute to the infringement of any patents or trademarks or copyrights in the U.S.A. or foreign countries. Seller shall indemnify CTI, its agents, customers, successors, or assigns against any and all expenses, losses, royalties, profits, and damages including court costs and attorney’s fees resulting from any patent infringement suit or proceeding, including any settlement, which is brought against CTI, its agents, customers, successors, or assigns as a result of its use of goods and services furnished hereunder.
If the goods specified within this order are peculiar to CTI’s design they shall not bear Trademark or other designation of the Maker or Seller. CTI shall at all times have title to drawings and specifications furnished by CTI to the Seller and intended for use in connection with this Purchase Order. Seller shall use such drawings and specifications only in connection with this Purchase Order, and shall not disclose such drawings and specifications to any person, firm, or corporation other than CTI. Upon CTI’s request or upon completion of this Purchase Order, Seller shall promptly return all drawings and specifications to CTI. Unless authorized by CTI in writing, CTI’s name, trade name, or the name or trade of CTI’s subsidiaries or affiliates shall not be used in Seller’s advertising.
Seller will indemnify, hold harmless, and defend CTI from all liability for loss, damage, injury to person or property arising out of or resulting in any way from any defect in the goods or services purchased hereunder, or from any act or omission of Seller, its agents, employees or subcontractors.
All information furnished by CTI to Seller shall be considered confidential. Seller shall not disclose any such information to any other person or use such information for any purpose other than performing this agreement without the written consent of CTI. This paragraph shall apply to drawings, specifications, and other documents prepared by Seller for CTI in connection herewith. Seller shall not disclose the fact that CTI has contracted to purchase goods or services from Seller.
Seller shall not assign any duties or claims under this order without CTI’s prior written consent.
In the event CTI makes changes as to packing, testing, destination, specifications, designs and/or delivery schedules, Seller shall notify CTI of any increases or decrease in costs caused by such changes. Adjustment of prices or other terms hereof shall be agreed upon in a written amendment to this agreement.
CTI reserves the right at any time to cancel all or part of the undelivered portion of this order by notice to Seller. In the event of such cancellation, CTI shall not be liable to Seller for loss of anticipatory profits. The provisions of this paragraph shall not limit or affect CTI’s right to terminate this purchase order for default of Seller. CTI shall have the unrestricted right to cancel and terminate this agreement without cost or liability to CTI upon: (1) Seller’s insolvency or inability to meet obligations as they become due; (2) filing of voluntary or involuntary petition of bankruptcy by or against Seller; (3) institution of legal proceedings against Seller by creditors or stockholders; (4) appointment of a receiver for Seller by any court of competent jurisdiction.
This Purchase Order and the acceptance of it shall be a contract made in the State of Washington and governed by laws thereof.
In any action to enforce its rights hereunder, the prevailing party shall be entitled to an award of its reasonable attorney’s fees and costs in addition to any other relief or remedy granted.