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JESSE ENGINEERING COMPANY
PURCHASE ORDER Terms And Conditions
1. A Jesse Engineering Co. Purchase Order constitutes an offer of
contract for sale, which offer is expressly intended to survive any
and all counteroffers to the extent inconsistent with the terms
herein; all counteroffers, to the extent of their inconsistency
aforesaid, are necessarily and so hereby are rejected in advance.
The foregoing notwithstanding, this offer is revocable by Jesse
Engineering Company, its successors or assigns (hereinafter "Jesse
Engineering Company") by mailing notice thereto first class mail,
postage pre-paid, to the addressee of this Purchase Order
(hereinafter "Seller") at its address as last known to Jesse
Engineering Company. This offer of contract for sale may be accepted
in any manner and by any medium reasonable in the circumstances
which may include, but is not limited to: (a) if the face hereof
provides for prompt or current shipment, then a prompt promise to
ship or by the prompt or current shipment of goods; (b) the
beginning of any performance requested in this Purchase Order; and
(c) a definite and reasonable expression of acceptance or a written
confirmation by Seller which is sent within a reasonable time after
the date of this Purchase Order.
2. Time of delivery is of the essence; delivery of the goods ordered
herein shall occur on or before the required delivery date shown on
the face hereof, or on or before the best delivery date shown on the
face hereof, if such date is acceptable to Jesse Engineering
Company. Seller shall be responsible for damages incurred by Jesse
Engineering Company or the intended ultimate purchaser or users of
the goods ordered hereby, proximately caused by any delay of Seller
beyond the delivery date applicable hereto.
3. All warranties of Seller, whether individually or by law created,
are incorporated herein by reference, and shall include, and are
hereby supplemented by the following express warranties by Seller:
(a) the goods ordered will comply with the specifications attached
hereto and made a part hereof; (b) the goods shall be fit for the
purpose intended by Jesse Engineering Company; and (c) the
manufacture or sale by Seller and the resale, installation and
intended use of the goods ordered will not infringe upon or violate
the rights of any person, corporation or partnership arising out of
any United States patent now in effect, or the subject of a pending
application or out of any license or franchise other than one of
which Jesse Engineering Company may be a party; and with respect to
this warranty, (d) Seller shall indemnify Jesse Engineering Co. and
hold it harmless from and against all liability, loss, damage and
expense, including reasonable counsel fees, resulting from any
actual or claimed trademark or patent infringements, or any
litigation based thereon, with respect to any part of the goods
ordered herein, and such obligation shall survive acceptance of the
goods and payment thereof.
4. Seller, as part of its performance hereunder, shall, on or before
delivery of the goods, supply all catalog cuts, certified prints,
characteristic curves, part lists, certification of compliance,
actual chemical and physical test reports, and services manuals
relating to the goods, The failure by Seller to deliver the
foregoing as required shall constitute a basis for non-payment of
the price of the goods unless and until delivery of all of the
foregoing, If the delay in delivery of the foregoing results in any
extra costs, or damage, to Jesse Engineering Company, Seller shall
be fully liable thereof.
5. The period of effectiveness of Seller's guarantees and warranties
shall commence upon the date of acceptance by the ultimate purchaser
of the installed goods (which date shall be duly disclosed by Jesse
Engineering Company to Seller) and shall be in effect for a period
of not less than one year.
6. In order to expedite the transaction contemplated herein, Jesse
Engineering Co, reserves the right herein, or within a reasonable
time hereafter, to specify the shipping means and route of shipment
from the manufacturer of the goods, to the location Jesse
Engineering Company directs.
7. Jesse Engineering Company. reserves the right to refuse any goods
not conforming to the specifications and warranties herein contained
or incorporated by reference. Acceptance of any part of the order
shall not bind Jesse Engineering Company to accept
further shipments, nor deprive it of the right to return goods
already accepted.
8. Delivery shall not be deemed to be complete until the goods have
been actually received by Jesse Engineering Company, or at the
destination it directs, notwithstanding: any agreement to pay
freight, express or other transportation charges, and the risk of
loss or damage in transit shall be upon Seller.
9. Purchaser (Jesse Engineering Company, JEC Customers and
Regulatory Agencies) shall have the right to verify the quality of
work, records and materials both in Seller�s plant before shipment
and after arrival at shipping destination. If Seller employs the
services of any sub-contractor or agent, Seller shall upon request
by Purchaser furnish the name and address of such subcontractor and
arrange for inspection by Purchaser. Purchaser may reject any and
all articles and materials not conforming to specifications,
drawings, samples or descriptions. Any rejected articles or
materials held by Purchaser pending Seller�s disposition will be at
Seller�s risk.
A Jesse Engineering Co. Purchase Order
shall be governed by the laws of the State of Washington. 06-26-06
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