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Purchase Terms and Conditions Cleanroom World

These Purchase Terms & Conditions (hereafter, “Agreement”) are entered into as of the date executed by Purchaser (“Effective Date”), by and between Western States Sales, Inc. d/b/a Cleanroom World, a Colorado corporation ("Company") having its principal place of business at 6950 South Tuscon Way, Unit F, Centennial, Colorado 80112, and the undersigned Purchaser, identified further under any Purchase Orders executed between the parties and incorporated herewith. WHEREAS, Purchaser desires to purchase cleanroom productsfrom Company, and Company desires to sell such products to Purchaser on the terms and conditions as set forth hereunder; FOR AND IN CONSIDERATION OF the mutual premises herein, Company and Purchaser agree as follows:
1. Term. Unless sooner terminated in accordance with the terms of this Agreement, this Agreement shall begin on the date of signature by Purchaser and shall continue in perpetuity until terminated or modified.
2. Product Pricing. Company shall endeavor to publish all purchase information, including pricing, on its website. However, Purchaser acknowledges that Company is not the manufacturer of all products available for sale, and Company may incur additional expenses associated with any given purchase. Purchaser accordingly accepts financial responsibility for any added expenses associated with any purchased product, as caused / imposed by the product manufacturer.
3. Purchase Orders. Purchaser shall initiate any purchase through transmittal of a Purchase Order, which may occur through whatever means, including electronic or telephonic, as may be offered by Company. Company may, at its sole discretion, change the terms or processes for Purchase Orders, and Purchaser agrees to comply with the same. Company shall not be responsible for Order fulfillment if Purchaser fails to satisfy all Purchase Order requirements. Upon receipt of a valid and complete Purchase Order, Company shall provide confirmation and shipment information to the Purchaser within a reasonable time of receiving such information.
4. Freight Expenses. Purchaser shall be responsible for any freight associated with a Purchase Order. At the time of any respective Purchase Order, Company and Purchaser shall agree as to the terms of shipment, and all cost associated therewith shall be added to Purchaser’s final cost.
5. Terms of Payment. Purchaser, upon submitting a valid Purchase Order, hereby consents to payment of all costs and expenses associated therewith, and further agrees to the terms and conditions of any product order as communicated by Company. Purchaser agrees to the following payment terms: If Ordered Online: Purchaser agrees to satisfy the Purchase Order, in full, at the time of Order. If Ordered by Phone or Mail: Company may issue payment terms to Purchaser, including imposing a deposit before the purchase may be fulfilled. Purchaser agrees to abide by any express payment terms and acknowledges that Company is not required to fulfill such Order until the payment terms are satisfied. Purchase Deposits: If Company requires a purchase deposit, Purchaser shall transmit the same to Company within forty-eight (48) hours of request. Company shall not proceed to place the product order until advance deposit is received. The remaining balance owed shall be due and payable at the time of shipment, and Company shall not be responsible to fulfill shipment until final payment is received. If No Payment Terms: By default, if Company does not impose any specific payment terms, Purchaser shall be charged the full purchase amount at the time of shipment, and Company shall not be responsible to fulfill shipment until full payment is received. Company may issue any balance owed to Purchaser via invoice, which shall be payable in full within thirty (30) days of receipt. Purchaser’s failure to pay any required fees or expenses for Services shall be grounds for Company to take any reasonable and necessary steps to collect amounts due and owing, including payment of any court costs, collection fees, and attorney fees incurred therewith. For any amount that is not paid within thirty (30) days of Invoice or other written notice, the balance owed by Purchaser shall accumulate interest at the rate of eighteen percent (18%) per annum. Purchaser acknowledges that a $50.00 fee shall be issued for any checks returned due to insufficient funds.
6. Administrative Processing Fee. Purchaser acknowledges that the gross value of any Purchase Order shall be subject to an administrative fee of three percent (3.50%), which shall be added to the final Purchase Order / Invoice. Company agrees to waive such administrative fee if Client utilizes an alternative means of payment, including cash, check, certified funds, or wire transfer.
7. Limitation of Services. Purchaser acknowledges that, unless otherwise expressly stated in writing, Company shall not be liable to any Services not expressly outlined in the written Estimate.
8. Change Orders. Company shall fulfill any Purchase Orders received from Purchaser as reasonably as conditions will allow, but Purchaser acknowledges that delays may be occasioned by matters outside of Company’s control, including manufacturing delays, shipping delays, and other Acts of God. The Parties shall address the necessity and terms of any Change Order to the purchase when a delay occurs due to weather, flooding, drought, acts of God, fire, casualties, or third-party conduct including manufacturer’s and freight provider’s delays, or any other delay that is not caused by Company or its subcontractors, laborers or suppliers. The Parties shall discuss the terms of any Change Order and neither party shall unreasonably withhold signature thereupon. All Change Orders or amended Purchase Orders shall be in writing by both parties.
9. Personnel. Company shall furnish the staff required to perform the Services including engaging other professional parties, including freight providers, if it determines necessary, where the costs shall also be the responsibility of the Purchaser.
10. Purchaser Representations & Covenants. Purchaser represents and warrants that it is expressly authorized to engage Company to perform the Services contemplated. In accordance therewith, Purchaser shall provide to Company in a timely manner any information Company indicates is needed to carry out any purchase. Company shall be entitled to rely on the accuracy and completeness of all information furnished by Purchaser and its representatives regarding the Services.
11. Performance by Suppliers. Company shall not be required to make exhaustive, extensive, or continuous inspections of the products purchased, except to the extent that such inspections are expressly specified and agreed in writing to be undertaken by Company. Purchaser shall be responsible for pursuing any claims associated with defective products, and shall indemnify and hold Company harmless from any claim related thereto where Company did not engage in grossly negligent or tortious conduct.
12. Safety & Standards of Performance. Purchaser acknowledges that Company supplies hazardous materials for purchase, and may engage the services of a drop-shipment provider to carry out Order fulfillment. Upon the Order of any hazardous materials, Purchaser accepts responsibility for ensuring the safety and proper handling protocol for any such materials. Company shall not be responsible for bodily or property injury occurring as a result of Purchaser’s failure to adequately prepare or secure its work areas from dangers associated with hazardous materials. Company undertakes to perform the Services specified in this Agreement with that degree of care, skill and diligence ordinarily exercised by professional cleanroom product companiesfor services and under circumstances similar to that contemplated by this Agreement, and to ensure that employees assigned to perform services under this Agreement shall conduct themselves in a manner consistent therewith. The preceding sentence illuminates the only express warranty concerning the Services, any deliverables and any work product, and is made expressly in lieu of all other warranties and representations, express or implied, including any implied warranties of fitness for a particular purpose, merchantability, informational content, systems integration, non-infringement, interference with enjoyment or otherwise.
13. Final Inspection & Acceptance. Within seventy-two (72) hours of shipment of any purchased products contemplated herewith, Purchaser shall inspect the deliverables and prepare a written statement outlining any missing, damaged, or defective products. If Purchaser fails to provide such written statement, Purchaser is deemed to have irrevocably accepted the shipment as delivered by Company, and thereupon waive any claims to the same. Upon Purchaser submitting such written statement, Company shall address the requests and notify Purchaser of agreed and disputed items, and the prospective procedure for resolving the same.
14. Return Policy. NO RETURNS SHALL BE ACCEPTED, RECEIVED, OR FULFILLED WITHOUT A PRIOR RETURN AUTHORIZATION GRANTED BY COMPANY. If Purchaser desires to return any purchased product, it must contact Company prior to initiating any shipment and obtain a Return Authorization Number (“RAN”). All RANs shall be issued at the sole and absolute discretion of Company, and Purchaser must clearly identify the RAN on the return packaging. Any returns shall be subject to a restocking fee constituting twenty percent (20%) of the gross purchase price, which shall be deducted from the refund amount issued by Company. Purchaser shall be responsible for return shipment to Company, and for ensuring that any returned product is packaged safely to prevent damage during freight. Purchaser further acknowledges that Company shall not accept the return of sterile products under any circumstances.
15. Limitation of Liability. Regardless of the presence or absence of insurance coverage, Company shall not be liable for loss or damage occasioned by delays, or for loss of earnings, loss of use, loss of production, or incidental or consequential damages suffered by Purchaser or others, however caused. Purchaser expressly agrees to limit any and all claims against Company, including but not limited to claims alleging negligence or breach of contract for all losses of any kind, including economic loss or indemnity claims based on third party claims, to an amount not to exceed the total fee paid under this Agreement. The recourse of Purchaser or its successors or assigns against Company with respect to the alleged breach by or on the part of Company shall extend only to Company, and no personal liability or personal responsibility of any sort with respect to any alleged breach thereof is assumed by, or shall at any time enforceable against Company’s directors, officers, managers, members, employees, agents, beneficiaries, trustees or representatives.
16. Indemnity. Purchaser shall indemnify, defend and hold harmless Company and its officers, directors, employees and subcontractors from and against all losses, damages, expenses, actions, proceedings, demands, costs and claims, including but not limited to reasonable legal fees and expenses suffered by Company or any third party, where such loss, damage, or claim is the result of a wrongful action, negligence, or willful misconduct by the Purchaser or its employees or agents. Company shall indemnify, defend and hold harmless the Purchaser and any of its officers, directors, agents and employees from and against all losses, damages, expenses, actions, proceedings, demands, costs and claims, including but not limited to reasonable legal fees and expenses suffered by the Purchaser or any third party, where such loss, damage, or claim is the result of a wrongful action, negligence or willful misconduct by Company or its employees or agents.
17. Termination / Expiration. Purchaser and Company each have the right, at any time, to terminate this Agreement by giving at least ten (10) days' written notice to the other party, such notice to be communicated via email to Company’s representative. Company shall immediately terminate this Agreement upon (i) the dissolution of Company; (ii) upon Purchaser’s material breach of this Agreement, including the failure to pay any amount due and owing; (iii) upon the mutual, written agreement of Purchaser and Company; and/or (iv) upon Purchaser’s abandonment of Services for a period of thirty or more days. Termination of this Agreement does not nullify any transaction or purchase already in process. Expiration of this Agreement does not nullify Purchaser’s obligation to pay for all Services and expenses incurred through the date thereof.
18. Third-Party Beneficiaries. Nothing in this Agreement shall be interpreted or construed as giving any rights or benefits to anyone other than Company and Purchaser, unless such third party has been expressly designated as a third-party beneficiary in this Agreement.
19. Independent Contractor. In connection with this Agreement, each party is an independent contractor and as such will not have any authority to bind or commit the other. Nothing herein shall be deemed or construed to create a joint venture, partnership, fiduciary or agency relationship between the parties for any purpose.
20. Notices. Any notice or other communication given pursuant to this Agreement shall be in writing to the individual (or its/his/her successor) who executed this Agreement and shall be effective when delivered by electronic mail, on the fifth (5th) day after deposit in the United States postal mail, or upon certified mail with return receipt. Either party may designate a different email address by notice to the other given in accordance herewith.
21. Non Assignment. This Agreement may not be assigned by any party in whole or in part, even by operation of law, in a merger or stock or asset sale, without the express written permission of the other parties.
22. Survival of Terms. Regardless of the circumstances of termination or expiration of this Agreement, the obligations of the parties under this Agreement that by their nature continue beyond the expiration of this Agreement shall survive any termination or cancellation of this Agreement.
23. Equitable Remedies. Each party to this Agreement acknowledges that its breach or threatened breach of any of its obligations under this Agreement would give rise to irreparable harm to the other parties and monetary damages would not be an adequate remedy. Therefore, each party to this Agreement agrees that if any party breaches or threatens to breach any of its obligations, each of the other parties to this Agreement will be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other equitable relief available from a court of competent jurisdiction (without any requirement to post bond). These equitable remedies are in addition to all other rights and remedies that may be available in respect of the breach.
24. Dispute Resolution. Any controversy between Company and Purchaser arising under or relating to this Agreement shall be determined by binding and non-appealable arbitration to be conducted by a group mutually acceptable to the Parties such as the American Arbitration Association or Judicial Arbiter Group, under and in accordance with the commercial rules of the American Arbitration Association. Hearings on such arbitration shall be held in Arapahoe County, Colorado, unless otherwise agreed between the Parties. By signing this Agreement, the Parties hereto agree to have any dispute arising out of the matters included or related to this Agreement decided by neutral arbitration as provided by applicable law and understand that they are giving up any rights they might possess to have the dispute litigated in a court or by jury trial, as well as giving up their right to appeal. Except as provided herein, each Party will be responsible for its own legal fees and expenses, and will share equally the expenses of the arbiter(s) and other related costs of arbitration. If any claim is made by a party under this Agreement, the prevailing party shall be entitled to its costs and reasonable attorney's fees at trial and on appeal.
25. Non-Disclosure of Proprietary Information. Without limiting the applicability of any other agreement to which Purchaser is subject, Purchaser may not directly or indirectly disclose or use any Confidential Information at any time during or after the terms of this Agreement. This restriction includes the use of Confidential Information for personal, commercial, or proprietary advantage or profit. Purchaser shall take all appropriate steps to safeguard the information and to protect it against disclosure, misuse, espionage, loss, and theft. Upon Company’s request, Purchaser will promptly return or destroy all copies of the Confidential Information. For purposes of this Agreement, Confidential Information means trade secrets, proprietary information, and other information belonging to Company or any subsidiary or affiliate thereof that are not generally known to the public, including information about purchase structures, business plans, financial statements, and other information provided under this Agreement, operating practices and methods, expansion plans, strategic plans, marketing plans, contracts, customer lists, or other business documents that Company or any subsidiary or affiliate thereof treats as confidential, in any format whatsoever including oral, written, and electronic. The parties stipulate that Confidential Information derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use and is the subject of secrecy efforts that are reasonable to uphold under the circumstances. All Confidential Information is and will remain Company’s sole property. Any breach of Purchaser’s duties with regard to the Confidential Information is a material breach of this Agreement. The restrictions of this Section do not apply to Confidential Information that: (i) is or becomes generally available to the public other than as a result of a disclosure by Purchaser in violation of this Agreement; (ii) is or becomes available to Purchaser on a nonconfidential basis before its disclosure to Purchaser in compliance with this Agreement; or (iii) is or has been independently developed or conceived by Purchaser without using Confidential Information. If Purchaser is required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation, demand, or similar process from a governmental authority, agency, or tribunal) to disclose any Confidential Information, Purchaser shall promptly notify Company of the request so that Company may seek a protective order or other appropriate remedy. Associate shall cooperate with Company with respect to any such proceeding.
26. Governing Law and Severability. This Agreement shall be governed by Colorado law. If any term, condition or provision of this Agreement or the application thereof to any circumstances is determined to be invalid or unenforceable to any extent, the remaining provisions of this Agreement shall not be affected and shall remain fully enforceable and valid.
27. Remedies Cumulative. Except to the extent this Agreement expressly provides otherwise, the rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law, in equity, or otherwise. No waiver by a party of any default by the other will operate as, or be construed as, a waiver of any future default, whether like or different in character.
28. Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. No provision of this Agreement may be modified without the mutual, written consent of both parties.
Signature Date Print Name/Company
12121 Rev 2