In accepting this agreement, Seller agrees to furnish the specified goods and services, and Buyer agrees to purchase the specified goods and services, in full accordance with this purchase agreement and the General Conditions, which shall prevail over any provisions in any form or document submitted by Buyer. Buyer’s forms are objected to and rejected. All invoices must be paid in full within 15 days of Buyer’s receipt. Payments must reference the agreement number. Buyer shall pay interest on all late payments at the rate of 1.5% per month calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees and court costs. ***By making payment you agree to the General Conditions***

 

GENERAL CONDITIONS


 

  1. COMPLETE AGREEMENT: This purchase order, including attachments and other documents or terms incorporated by reference, shall constitute the entire agreement between the parties unless modified in writing by parties. Unless otherwise specified in this purchase order, Seller shall install the goods identified on this purchase order (“Goods”) at Buyer’s designated location (“Premises”) and train Buyer’s designated staff via in-person training, video instruction, and/or written instruction materials, in Seller’s sole discretion, in the use and maintenance of Goods (such installation and training services, “Services”). If requested by Buyer, Seller may instead deliver Goods at location identified on this purchase order at Buyer’s expense. Any plans, specifications, or other documents relating to Goods or Services are incorporated into this purchase order solely to the extent applicable to parties’ performance obligations. Seller’s quotation, if any, is incorporated into this purchase order only to the extent of specifying the nature and description of Goods or Services, and then only to the extent that such items are consistent with the terms of this purchase order.

 

  1. DELIVERY: Goods will be delivered as agreed. Unless Services include installation of Goods, all Goods are F.O.B., point of shipment, and Buyer takes title and assumes responsibility for risk of loss or damage at the point of shipment. Claims for Goods damaged in transit are Buyer’s sole responsibility when not delivered by Seller. If for any reason Buyer fails to accept delivery of any of Goods on the dates agreed to, along with Seller’s notice, because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to Goods shall pass to Buyer; (ii) Goods shall be deemed to have been delivered; and (iii) Seller, at its option, may store Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage, and insurance). With respect to Services, Buyer shall (i) cooperate with Seller in all matters relating to Services and provide such access to Premises, and such accommodations as may reasonably be requested by Seller, for the purposes of performing Services; (ii) respond promptly to any Seller request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Seller to perform Services in accordance with the requirements of this purchase order; (iii) provide such materials or information as Seller may reasonably request to carry out the Services in a timely manner and ensure that such materials or information are complete and accurate in all material respects; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to Services. 

 

  1. BUYER OBLIGATIONS: To facilitate installation and use of Goods, Buyer must provide designated restroom facilities, display and promotion of Goods in Premises, and designated staff to be trained by Seller on use and maintenance of Goods. Buyer shall immediately notify Seller of any issues with the use or maintenance of Goods. Buyer shall only use Seller’s cleaning solution and cartridges included in Goods, and shall not use any other cleaning solutions or cartridges with Goods or on Goods. If Seller’s performance of its obligations under this purchase order is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants, or employees, Seller shall not be deemed in breach of its obligations under this purchase order or otherwise liable for any costs, charges, or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.

 

  1. INSPECTION AND REJECTION: Final inspection shall occur at Premises or such other place as designated by Buyer in this purchase order. If Goods fail in any material respect to conform to the terms and conditions of this purchase order, Buyer may reject all Goods, accept all Goods, or accept a portion of Goods and reject the remainder of Goods. Seller shall at its own expense repair or replace materially nonconforming Goods in accordance with Buyer’s reasonable instructions. Buyer shall have the right to inspect and test Goods at any time prior to installation or delivery in accordance with this purchase order. Buyer acknowledges and agrees that the remedies set forth herein are Buyer’s exclusive remedies for the delivery of nonconforming Goods. 

 

  1. TITLE AND RISK OF LOSS: Title to goods and risk of loss shall pass to Buyer from Seller upon acceptance of Goods by Buyer, unless otherwise agreed in writing.

 

  1. LIMITED WARRANTIES: Seller warrants that all Goods and Services provided shall be free from defects in design, materials and workmanship and shall conform with, and satisfy, the terms of this purchase order. Any defects resulting from vandalism or theft of Goods, or from Buyer failing to install Goods in accordance with Seller’s instructions, shall be the responsibility of Buyer, and Buyer may purchase replacement Goods from Seller at cost. Seller shall only be responsible for repairing defects resulting from normal wear and tear or similar issues with Goods. The parties agree that all other warranties are expressly waived and disclaimed. 

 

  1. CHANGES: Buyer may, by written change order, make any changes in Goods or Services purchased from Seller, but such change order shall only be binding if agreed to in writing by Seller.

 

  1. PRICE AND PAYMENT: Buyer shall purchase Goods and Services from Seller at the purchase prices set forth in this purchase order, unless otherwise agreed in writing by the parties. Buyer agrees to reimburse Seller for all reasonable shipping costs incurred by Seller in the agreed delivering of Goods and all reasonable travel and out-of-pocket expenses incurred by Seller in connection with the performance of Services. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes. Buyer shall pay all invoiced amounts due to Seller as set forth in this purchase order. In addition to all other remedies available under this purchase order or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the shipment of any Goods or performance of any Services if Buyer fails to pay any amounts when due. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy, or otherwise.

 

  1. COMPLIANCE: Each party shall comply with all applicable laws, regulations, and ordinances. Each party shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this purchase order. Each party shall comply with all export and import laws of all countries involved in the sale of Goods under this purchase order. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance. Seller may terminate this purchase order if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.

 

  1. TERMINATION: Either party may terminate the whole or any part of the other party’s performance under this purchase order if there is a material breach of this purchase order. In the event of any such breach, the non-breaching party will provide the breaching party with written notice of the nature of the breach and the non-breaching party’s intention to terminate for default. In the event the breaching party does not cure such failure within five (5) days of such notice, the non-breaching party may, by written notice, terminate the order; provided, that the breaching party shall continue its performance to the extent not terminated.

 

  1. ASSIGNMENT: Buyer shall not assign any of its rights or delegate any of its obligations under this purchase order without the prior written consent of Seller. Any purported assignment or delegation in violation of this purchase order is null and void. No assignment or delegation relieves Buyer of any of its obligations under this purchase order.

 

  1. NONWAIVER: The failure by either party to enforce at any time any provision of this purchase order shall not constitute waiver of such provision, or of the right of such party thereafter to enforce such provision.

 

  1. APPLICABLE LAW AND VENUE: This purchase order shall be governed by the laws of the state of Idaho. Unless waived by Seller, any dispute, claim, or arbitration arising out of or related to this purchase order shall be resolved exclusively in Boise, Idaho.

 

  1. ARBITRATION: Unless litigation is elected by Seller to permit the consolidation of claim resolutions with other parties, any claim or dispute arising out of or related to this purchase order shall be decided by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The parties shall be entitled to reasonable discovery through document production and depositions. Unless otherwise agreed by Seller, any arbitration hearing shall occur in Boise, Idaho. The arbitration shall be final and binding, and judgment may be entered upon it by any court with jurisdiction.

 

  1. ATTORNEYS’ FEES: In the event of any litigation or legal proceedings arising out of or related to this purchase order, the prevailing party shall be entitled to recover all litigation expenses, including attorneys’ and experts’ fees, that may be incurred at trial, on appeal, on review or in any bankruptcy proceedings.

 

  1. RELATIONSHIP OF PARTIES: The relationship between the parties is that of independent contractors. Nothing shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

 

  1. NO THIRD-PARTY BENEFICIARIES: This purchase order is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this purchase order.

 

  1. AMENDMENT: This purchase order may only be amended or modified in a writing stating specifically that it amends this purchase order and is signed by an authorized representative of each party.

 

  1. FORCE MAJEURE: Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this purchase order, for any failure or delay in fulfilling or performing any terms of this purchase order when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials, or telecommunication breakdown or power outage.

 

  1. LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS PURCHASE ORDER, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR GOODS AND SERVICES SOLD HEREUNDER.