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
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
If Ordered Online: Purchaser agrees to satisfy the Purchase Order, in full, at the time of
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
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 ten percent (10%) 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 agreesto 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
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
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. Purchasershall 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
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.