1. This order is Western University of Health Science’s (herein after referred to as WesternU) offer to purchase the goods and services described on the reverse hereof from Seller. WesternU’s placement of this order with the Seller is expressly conditioned upon Sellers acceptance of all the terms and conditions of purchase contained or attached to this order
2. Any additional or different terms or conditions which may appear in any communication from the Seller are hereby expressly rejected and shall not be effective or binding on WesternU unless specifically agreed to in writing by WesternU, and no such additional or different terms or conditions in any printed form of Seller shall become part of this contract despite WesternU’s acceptance of goods or services.
3. Any objection by Seller to the terms and conditions hereof shall be ineffective unless WesternU is advised in writing thereof within ten days of the date of this order. Clarification – The ten day period begins upon the vendor’s receipt of WesternU’s order.
B. IDENTIFICATION: All invoices, packages, shipping notices, instruction manuals and other written documents affecting this order shall contain the applicable purchase order number. Packing lists shall be attached to each box or package shipped pursuant to this order, indicating the contents therein. Invoices will be processed for payment as each complete finished product is received and inspected.
C. SHIPPING INSTRUCTIONS: All goods are to be shipped freight prepaid, F.O.B. destination, unless otherwise stated. Where WesternU has so authorized in writing, goods may be shipped F.O.B. shipping point. WesternU reserves the right to reject C.O.D. shipments. Seller shall not insure the goods for Buyer’s account during shipment except upon WesternU’s written request, or where the shipping mode is parcel post.
D. SPECIAL CHARGES: Seller shall be responsible for the payment of all charges for handling, packaging, wrapping, bags, containers and related matters unless WesternU has assured an express obligation thereof by notification on the reverse side hereof.
E. DELIVERY: Time is of the essence, and this order may be terminated if delivery is not made or services are not performed by the day specified on the reverse side hereof. No change in the scheduled delivery date of the performance will be permitted without WesternU’s prior written consent. No acceptance of goods or services after the scheduled delivery date will waive WesternU’s rights with respect to such late delivery nor shall it be deemed a waiver of future compliance with the terms hereof.
F. PAYMENT: WesternU will remit payment to Seller by mail.
G. PRICES: If price is not stated on this order, it is agreed that the goods or services shall be billed at the price last quoted, or paid by a customer of Seller, or the prevailing market price, whichever is lower.
H. CASH DISCOUNT: If WesternU is entitled to a cash discount, the period of computation thereof will commence on the date of acceptance of a correctly completed invoice or receipt of each complete item shipped, whichever is later. If an adjustment in payment is necessary due to damage, the cash discount period shall commence on the date on which an agreed adjustment of price is reached. If a cash discount is made part of the contract, but the invoice does not reflect the existence thereof, WesternU is entitled to a cash discount with the period commencing on the date WesternU determines that a cash discount applies. Clarification – If a number of items are ordered and partial shipment is made, so long as each item received is in itself a usable end product, WesternU will remit payment for that item. In contrast, if a partial shipment is received which is only a component part of the end product, and then WesternU will only remit payment upon total receipt and acceptance.
I. TAXES: Seller shall pay all taxes that may arise out of its sale of the goods and services to WesternU. WesternU agrees to pay applicable State Sales or Use taxes or to provide Seller an exemption certificate.
J. LIENS, CLAIMS AND ENCUMBRANCES: Seller warrants and represents that all the goods will, when delivered hereunder, be free and clear of all liens, claims or encumbrances of every kind.
K. REJECTION: All goods purchased hereunder are subject to WesternU’s inspection and approval. Goods rejected by WesternU for whatever reason shall be held, transported and/or stored at Seller’s sole expense. Seller shall promptly reimburse WesternU for any such expenses.
L. WARRANTIES: Seller warrants goods supplied and work or services performed under this order conform to specifications herein and are Merchantable and fit for the particular purpose for which goods are ordinarily employed.
M. INSPECTION AND QUALITY CONTROL: All items furnished under this order by Seller to WesternU shall be subject to inspection and tests by WesternU. WesternU agrees to conduct inspections and tests at no expense to the Seller. To the extent practicable, inspection may be made at all times and places, including the period of manufacture and prior acceptance. Inspection of purchased goods includes tests for functionality, safety, conformance with specifications and workmanship.
N. INDEMNIFICATION: HOLD HARMLESS: Seller shall indemnify and hold WesternU harmless from and against all claims, losses, expenses, damages, causes of action and liabilities of every kind and nature including without limitation reasonable attorney fees, without waiver of Sellers obligation to indemnify WesternU hereunder, arising from out of any alleged breach of any of Seller’s obligations or warranties hereunder or from other acts of omissions of Seller, it’s officers, agent, employees, sub-contractors and guests, howsoever caused, instituted by persons who purchase from WesternU or use product purchased from Seller.
O. PRINTING: All artwork, original rendering, drafts, bluelines, film, dies, negatives, plates, color proofs, sketches, art boards and color separations are the express property of WesternU and payment for same has been provided and included in the total charges of the Purchase Order without any exceptions whatsoever. These items shall be returned to the University when the completed order is delivered or payment of the invoice will be withheld until items described have been returned.
P. ATTORNEY’S FEES: In any suit or action brought to enforce any item, condition, or covenant herein, or to recover damages arising from any breach of this contract, the losing party shall pay to the prevailing party reasonable attorney’s fees and all other costs and expenses which may be incurred by the prevailing party in a suit or action and in any reviews thereof and appeals therefrom.