Prior to acceptance by Seller, this document serves as an offer to the Seller, and acceptance of this offer is expressly limited to the terms contained in this document.
1. Contract Acceptance, Change, and Waiver
This contract between Seller and Buyer is embodied in the terms and conditions of this Purchase Order together with any supplemental documents, drawings, notes, instructions, or technical data referred to herein. The seller accepts the terms of the contract by commencing performance or returning a written acknowledgment to the Buyer. In the event that Seller submits its own form of acknowledgment, any terms thereof at variance with the terms of the contract shall be ineffective unless accepted in writing by the Buyer. No waiver or modification of any provision of the contract shall arise or be valid unless made in writing and duly executed by the Buyer. Waiver of any one default shall not waive subsequent defaults.
2. Prices and Discounts
This order shall not be filled at prices higher than those agreed to herein. Seller agrees to invoice at the price list last quoted or charged Buyer or at the lowest market price available to any Purchaser of Buyer’s class whichever is lower.
3. Delays in Delivery
Seller will not be liable for damage for delays in delivery due to causes beyond its reasonable control. However, if Seller for any reason does not substantially comply with Buyer’s delivery schedule, Buyer at its option may either approve a revised delivery schedule or may terminate the order without liability to Seller on account thereof.
Buyer reserves the right to terminate, in whole or part, this Purchase Order. A) At its sole discretion and without cause or, B) In the event Seller fails to perform any of the provisions of this Purchase Order in accordance with its terms, or if deliveries are not made within the specified time, or, C) If Seller becomes insolvent or a bankruptcy petition is filed which is not dismissed within 30 days from the date of filing. Buyer liability shall be limited to the payment of the Purchase Order price for completed items furnished prior to termination. Failure of the Buyer to insist upon strict performance of any of the terms of this Purchase Order or to exercise any right herein conferred, shall not be construed as a waiver of Buyer’s rights to assert or rely on any such terms or rights on any future occasion.
5. Packing and Shipping
All items are to be suitably boxed, wrapped, or crated against hazards or shipment, storage, and exposure. No separate charges shall be made for cartons, wrapping, packing, crating, delivery, or any other charges unless agreed to on the face of this order.
All goods shipped to the vendor/sub shall be inspected for defects, and damage upon delivery. If damage is discovered it is up to the vendor to file a freight claim within 24 hours of delivery, if not the vendor will be held responsible for repairs or replacement of the product. Prior to Buyer’s final acceptance, the goods ordered hereunder are subject to inspection and testing by the Buyer. Final inspection and acceptance shall be conclusive except to latent defects, fraud, or such gross mistakes as to amount to fraud. If any goods are defective or otherwise not in conformity with the requirements of this order, the Buyer may either reject them or require their correction. Rejected goods shall be removed and corrected or replaced promptly at Seller’s risk and expense, and if retendered so identified by Seller. If rejected goods are not promptly replaced, or corrected, Buyer may at his option: A) Obtain such goods or services elsewhere and charge Seller for any increased costs caused thereby, B) Terminate the contract for Seller’s default as provided under the termination clause of this agreement, or, C) Accept the goods at a reduction in price. The enumeration of these remedies does not preclude Buyer’s recourse to any other remedy available at law or equity.
7. Right of Entry
The buyer, Buyer’s customer, and regulatory agencies shall have the right to determine and verify the quality of work, records, and material at the Seller’s or the Seller’s subcontractor facility.
Seller warrants all articles will be merchantable and will be free from defects in material and workmanship and will conform to descriptions furnished by Buyer. If Seller is responsible for the design of the article(s), Seller warrants that the article(s) will be fit and sufficient for the purpose intended by the Buyer. The warranties of the Seller together with its service guarantees shall survive inspection, test, and acceptance and shall run to Buyer and/or Buyer’s customers. This warranty is in addition to those created by law.
9. Inspection of contract
This contract shall be construed according to the laws of the State of Washington.
This contract may not be assigned by the Seller without the Buyer’s written consent.