Purchase Order Terms and Conditions

The following Terms and Conditions apply to all Purchase Orders issued by Kami Materials and Process Engineering, PLLC unless otherwise stated:

1. Definitions.  Capitalized terms have the following meanings:  a) Goods mean the goods, services, and other items to be supplied to Purchaser by Supplier; b) Purchase Order means the written or electronic order for Goods supplied by the Kami Materials and Process Engineering, PLLC; c) Purchaser means Kami Materials and Process Engineering, PLLC; d) Specific means as specified on the first page of the Purchase Order, and e) Supplier means the individual or entity specified as the supplier. 

2. Acceptance.  Supplier will be deemed to have accepted all provisions of the  Purchase Order upon the first of the following to occur; a) Supplier's signing and returning a copy of this Purchaser Order to Purchaser, b) Supplier shipping of the Goods to Purchaser, or c) Supplier's acknowledging the Purchase Order by other commercially acceptable means.  

3. Supplier Forms.  Either party may use its standard business forms to administer Purchase Orders, but the use of such forms is for the parties' convenience only and does not alter the provisions of the Purchase Order. 

PURCHASER WILL NOT BE BOUND BY, AND SPECIFICALLY OBJECTS TO, ANY PROVISIONS THAT IS DIFFERENT FROM OR IN ADDITION TO THE PROVISIONS OF THE PURCHASE ORDER (WETHER PROFFERED BY SUPPLIER VERBALLY OR IN ANY QUOTATION, INVOICE, SHIPPING DOCUMENT, ACCEPTANCE, CONFIRMATION, CORRESPONDENCE OR OTHERWISE), UNLESS SUCH PROVISIONS IS SPECIALLY AGREED TO IN A WRITING SIGNED BY THE PURCHASER. 

4. Prices and Payment.  Specified prices are not subject to increases or additional charges for any reason.  Supplier will separately invoice Purchaser for all amounts payable.   Unless otherwise Specified, Purchaser will make payment within 45 days after the later of Purchaser's receipt of the Supplier's correct invoice at the Specific remit to address or Purchaser's acceptance of the Goods.  

5. Delivery.  Time is of the essence in Supplier's performance under the Purchase Order.  Supplier will ship the Goods from the Specified shipment point no later than the Specified shipment data and will deliver the Goods to Purchaser at the Specified destination no later than the Specified delivery date.   Supplier will properly package the Goods to protect against damage during shipment, handling and storage.  Supplier will not be liable for delays that are beyond its reasonable control provided it gives Purchase prompt written notice of the delay and tanks commercially responsible measures to mitigate the delay.

6. Inspection.  Purchaser may inspect the Goods at any time, and Supplier will provide reasonable access and facilities for such inspections prior to shipment.  No Goods will be deemed accepted before final inspection by Purchase at the Specified destination.  Purchaser's inspection, failure to inspect or failure to discover any defect will not relieve Supplier of obligation hereunder or impair Purchaser's rights or remedies at law or in equity. 

7. Representations and Warranties.  Supplier represents and warrants that the Goods a) are free from defects in design, materials, workmanship and title, b) are of good and suitable quality, that all materials and other items incorporated in the Goods will be new (not refurbished or reconditions) and suitable for their intended purpose, c) conforms to the requirements of the Purchase Order, and d) comply with all applicable laws, regulations, and other requirements of government authorities having jurisdiction.   

8. Rejection and other Remedies.  If the Goods do not strictly comply with the requirements of the Purchase Order, Purchaser may reject them within a reasonable period of time after delivery without regard to whether payment has been made.  In such case, Purchaser may a) retain any or all of such Goods for correction or replacement by Purchaser or others, b) retain any or all of such Goods for use as delivered or c) return any or all of such Goods with or without instruction for correction.  Supplier will promptly comply with any instruction for correction.  If Purchaser requests Supplier to make any correction and Supplier thereafter fails or indicates an inability or unwillingness to do so, Purchaser may have the correction made.  Purchaser will be entitled to recover from the Supplier (by credit, offset, invoice or otherwise) an equitable amount for the diminished value of any uncorrected Goods and all costs reasonably incurred by Purchaser in correction with rejected Goods (including by not limited to all costs of correction by Purchaser and all costs to return Goods to Supplier).

9. Defense and Indemnity.  Supplier will defend and indemnify Purchaser from any allegation or claim based on or any loss, damage, settlement, cost, expense and any other liability (including by not limited to reasonable attorney fees) arising out of any allegation or claim related to a) the design, manufacture, possession, ownership, use, sale or transfer of the Goods, b) an actual or alleged breach of any of the Supplier's representations, warranties or other obligations under the Purchase Order or c) any act or omission of Supplier or its employees or agents, except to the extent caused by the negligence or willful misconduct of Purchaser as determined by a final, non-appealable order of a court having jurisdiction.  Supplier's duty to defend is independent of its duty to indemnify.  Supplier's obligations under this Section 9 are independent of any other obligation of Purchaser under the Purchase Order.  Supplier's obligations under this Section 9 will survive Purchaser's acceptance of and payment for the Goods. 

10. Insurance.  Supplier will obtain and maintain, at its expense,  Commercial General Liability Insurance that is primary to any carried by Purchaser, covering liability relating to Goods, including but not limited to products and completed operations, and that meets the following requirements: a) contains a broad form Supplier's Endorsement; b) has limits of $1,000,000 per occurrence and $2,000,000 general aggregate combined single limit for bodily injury and property damage (unless a different limit is Specified); c) is issued by a reputable and financially sound carrier; d) names Kami Materials and Process Engineering, PLLC and its affiliates as additional insureds; and e) is endorsed to provide that it will not be terminated, canceled, materially altered or allowed to expire without 30 days prior written notice to Purchaser.  Supplier will keep this insurance in effect for at least five years after the last sale of Goods to Purchaser, and will furnish Purchaser certificates of insurance evidencing such covered promptly upon Purchaser's request.  Purchaser's approval of any of Suppiler's insurance does not relieve Supplier of any obligations in this Purchase Order, including but not limited to its defense and indemnity even for claims over Supplier's policy limits. 

11. Confidential Information.  Supplier and its representatives will a) keep confidential the terms and exists of the Purchase Order and all information obtained from Purchaser in connection with the Purchase Order that is identified as confidential or proprietary or that, given the nature of such information of the manner of its disclosure, reasonable should be considered confidential or proprietary and b) use such information only for the purpose the Purchase Order.   All such information is Purchaser's exclusive property.  

12. Cancellation and Modifications.  Purchaser may, at any time prior to Supplier's acceptance of the Purchaser Order and all information obtained from Purchaser in connection with the Purchaser Order (as specified in Section 2 above), cancel or modify the Purchaser Order without liability or obligation to Supplier.  After Supplier's acceptance, Purchaser may cancel or modify all or any portion of the Purchase Order by giving Supplier written notice of such termination or change.  Upon any cancellation, the prices payable under the Purchase Order with respect to the canceled Goods will be equitably adjusted; however, any adjusted prices will not exceed the total prices otherwise payable under the Purchase Order for the canceled Goods,  less the sum of a) the estimated costs that would have been incurred by Supplier to complete and deliver the canceled Goods, and b) the reasonable value of the canceled Goods at the time of cancellation.  

13. Applicable Law.  The Purchase Order will be interpreted and enforced in accordance with the laws of the State of Washington.  Supplier irrevocably consents to the jurisdiction of the courts of the State of Washington with venue laid in King County and of the District Court of the United States, Western Division, State of Washington. 

14. No Waiver.  A party does not waive any right under the Purchase Order by failing to insist on compliance with any of the terms of the Purchase Order or by failing to exercise any right hereunder. 

15. Cumulative Rights.  The rights and remedies of the parties under the Purchase Order are cumulative, and either party may enforce any of its rights or remedies under the Purchase Order of other rights and remedies available to it at law or in equity.