Western Analytical product(s)
Terms & Conditions
Pricing – Prices on this or any quotation (“Quote”) and invoice are firm and expire within 30 days unless reaffirmed by Western Analytical Products (“Western”). The prices on this Quote and terms represented herein are not subject to verbal changes or other agreements unless approved in writing by Western. Prices originally quoted are net F.O.B. our designated factory and unless clearly identified in the Quote and Invoice do not include sales, use or similar taxes. Consequently, the amount of any present or future sales, use, or other similar tax or custom duties applicable to the sale of product(s) quoted upon will be invoice when known, but shall be paid or reimbursed by Buyer. Shipments will not be insured unless so specified in the order and always at the Buyer’s expense. Prices are based on international currency exchange rates in effect at the time of quotation. Western retains the right to adjust prices in the event of significant changes in design, labor and/or material costs.
Conditions of Sale – Western is not a manufacturer of any goods purchased from it by a Buyer. In many instances Western does not handle the goods as they are shipped by the manufacturer directly to the Buyer. In those instances, where the goods received by Western are redelivered to the Buyer, the goods remain in the original container for delivery to the Buyer. In some instances, the goods are removed from the container and subjected to minor modifications or inspection by Western to satisfy the Buyer’s requirements. Because of this position in the sale of goods of a manufacturer, Western specifically objects to and rejects any additional terms and rejects any terms and conditions in conflict with these terms and conditions, and such additional or conflicting terms shall not become a part of the contract.
Terms - All prices, whether herein named or heretofore quoted or contained in a manufacturer’s price list shall, at Western’s option be adjusted to Western’s price in effect at the time of shipment. All payments to Western shall be made in full and prior to delivery of the product(s) unless otherwise agreed to by Western in writing. An interest charge of 1.5% per month (18% per annum) or the maximum interest charge permitted by applicable law, whichever charge is less, will be assessed against all delinquent payments.
Taxes - All sales taxes applicable to this order and required to be collected by Western shall be added to the invoice and paid by Buyer unless an appropriate exemption certificate is received.
Order Entry - Orders entered by telephone are accepted at the risk of the Buyer as shipments made before confirmations are received are for the benefit of and service to the Buyer. Confirming orders shall be marked “confirmation” and such orders not so marked may be treated as an original order. Western will not be responsible for expenses and inconveniences incurred thereby.
Delivery, Shipment, Risk of Loss - Unless otherwise agreed to by Western, all shipments of goods shall be Free on Board “F.O.B.” Boise, Idaho and or as designated by Western on the Quote or order confirmation. All shipments will be made freight collect in accordance with carrier instructions supplied by Buyer. In the absence of such instructions, Western will select what is, in its opinion, the most satisfactory routing. Western shall not be liable for either delays in deliveries or total failure to deliver due to any cause or event beyond Western’s reasonable control, including, but not limited to strikes, labor difficulties, delays or defaults of common carriers, failure or curtailment in Western’s source of supply or failure of a manufacturer to timely deliver goods to Western or Buyer. Western will give reasonable notice to Buyer if it appears to Western that delay in delivery will arise for any reason, and upon the giving of such notice all specified delivery dates may, at the election of Western, be extended from time to time for an additional period or periods as may be reasonable. Western will use reasonable efforts in the ordinary course of its business to affect deliveries as specified, but in no event, shall Western be liable for any damage, consequential or otherwise, arising from any failure of Western to meet any delivery date.
Acceptance by Buyer - The goods shall be deemed accepted by Buyer as of the shipment date.
Partial Shipments - Western reserves the right to make and to invoice for partial shipments.
Return of Goods - Buyer agrees not to return goods for any reason except upon the written consent of Western obtained in advance of such return, which consent, if given, shall specify the terms and conditions and charges upon which any such return may be made. In the event that any product(s) returned by Buyer to Western for warranty service is determined by Western not to be covered by Western’s warranty set forth herein, Buyer shall reimburse Western for all related shipping and other costs incurred by Western, and shall pay to Western an amount equal to Western’s standard service charge in effect at the time of the erroneous warranty claim.
Cancellation; Modification - Buyer agrees that an order consists of a purchase order issued by Buyer and shall in no event be subject to cancellation or reduction or modification except by prior written consent of Western.
Warranty Disclaimer - Western expressly disclaims all warranties, and no warranties of any nature are expressed or implied, including but not limited to, any implied warranties of machinability or fitness for a particular purpose. As an operation of law, to the extent reasonably possible and permissible by the original equipment manufacture of the product(s) sold by Western, Western hereby passes through such warranty. All warranty claims shall be made to the original equipment manufacturer, as governed by the original equipment manufacturer’s warranty.
Information Disclosed - No information or knowledge heretofore or hereafter disclosed to Western in the performance of or in connection with the terms hereof, shall be deemed to be confidential or proprietary, unless otherwise expressly agreed to in writing by Western and any such information or knowledge shall be free from restrictions.
Patents and Other Proprietary Rights - In the event any goods to be furnished under an order are to be made in accordance with drawings, samples, or manufacturing specifications designated by or on behalf of Buyer, Buyer agrees to indemnify and hold Western and manufacturer harmless from any and all damages, costs and expenses, including legal fees and court costs, arising from a claim that any of the goods furnished to Buyer by manufacturer or the use thereof infringes any letters, patents or patent applications, foreign or domestic, trade names, trademarks, service marks, copyrights, both domestic and foreign, trade secrets, or any other proprietary or confidential right or interest; and Buyer agrees at its own expenses to undertake the defense of any suit against Western and manufacturer brought upon any such claim. In the event any goods to be furnished to Buyer are not made in accordance with drawings, samples or manufacturing specifications designated by or on behalf of Buyer, but rather in accordance with the design of manufacturer and/or Western, Buyer agrees to look solely to the manufacturer (and not to Western) to indemnify and hold harmless Buyer and its customers against any damages awarded by a court of final jurisdiction by reason of the sale or use of the goods furnished by manufacturer and purchased by Buyer in any suit or suits for the infringement of any letters patent or patent applications, foreign or domestic, trade names, trademarks, service marks, copyrights, both domestic and foreign, trade secrets, or any other proprietary or confidential right or interest. With regard to the foregoing, Buyer shall inform Western and manufacturer as soon as practical of the charge or suit alleging such infringement and shall give the manufacturer an opportunity to take over the defense thereof.
Non-Discrimination - Western will comply with all provisions of Executive Order No. 11246 and of the rules, regulations and relevant orders of the Secretary of Labor.
Waivers - No waiver of any provision of this Agreement or any rights or obligations of either party hereunder shall be effective, except pursuant to a written instrument signed by the party or parties waiving compliance. Any such waiver shall be effective only in the specific instance and for the specific purpose stated in the writing.
Severability of Provisions - In the event any provisions hereof are found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. WITHOUT LIMITING THE FOREGOING, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER SUCH PROVISION AND TO BE ENFORCED AS SUCH. FURTHER, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT.
Security Interest - Buyer hereby grants Western a security interest and lien in any goods purchased hereunder and in the product(s) into which such goods are incorporated. Such security interest shall secure all sums due Western under this Agreement.