CVI Laser, LLC
Terms and Conditions of Purchase
1. Acceptance: This Order becomes a binding contract on and subject to the terms and conditions on the face of this Order and these Terms and Conditions of Purchase when accepted by the party identified on the face of this Order as the Vendor (“Vendor”). Vendor shall be deemed to have accepted this Order upon the earlier to occur of (i) Vendor acknowledging receipt of this Order or (ii) Vendor commencing performance of this Order. No change in, modification of, or revision of this Order shall be valid unless confirmed in writing signed by an authorized representative of CVI Laser, LLC (“CVI” or "Buyer").
2. Delivery: Time of delivery is of the essence for this contract. Buyer reserves the right to refuse any goods and cancel this Order as to all or any part of the goods ordered that are not timely delivered or fail to conform to applicable specifications, drawings, descriptions and samples when delivered. Acceptance of all or any part of the goods ordered under this Order shall not obligate Buyer to accept future deliveries of goods or deprive it of the right to return goods already accepted.
3. Delays: Whenever there is any actual or potential delay in the performance of this Order, Vendor shall immediately notify Buyer in writing. Vendor shall keep Buyer advised of all relevant information concerning such delay and the measures being taken to overcome or avoid such delay.
4. Changes: Buyer shall have the right to make changes in this Order. Buyer or Vendor shall promptly notify the other party if it believes such changes affects the cost or time required for the performance of this Order, and the parties will then discuss and, if deemed appropriate, negotiate and agree upon an equitable adjustment. No adjustment shall be made unless it is agreed to in writing by the parties.
5. Warranty: Vendor expressly warrants that, when goods are delivered, Buyer will obtain good and marketable title thereto, free and clear of any and all liens, claims and encumbrances, and that the goods supplied under this Order will conform to all applicable specifications, drawings, descriptions and samples and will be merchantable, of good workmanship and material, free of defects in material and workmanship, and fit for the particular purpose or purposes for which they are intended. If requested by Buyer, Vendor shall promptly remedy any breach of such warranties at its sole cost and expense, including, but not limited to, promptly replacing any nonconforming goods with conforming goods. Vendor shall also indemnify and hold harmless Buyer from and against any and all liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees, incurred or sustained by Buyer by reason of the failure of any goods to conform to any of such warranties or any claim attributable thereto, based thereon or resulting therefrom.
6. Specifications, Drawings, Etc.: Buyer shall have and retain exclusive ownership of and title to and the right to require immediate return and possession of (i) all specifications, drawings, designs, descriptions, samples, data and information that may be furnished or paid for by Buyer, directly or indirectly, in connection with this Order and (ii) any specifications, drawings, designs, descriptions, samples, data and information that may be derived or created therefrom. Vendor shall use, copy, reproduce, disclose and communicate such specifications, drawings, descriptions, samples, data and information only as and to the extent required for the proper performance of this Order, and Vendor shall not use, copy, reproduce, disclose or communicate any such specifications, drawings, descriptions, samples, data or information for the benefit of any person or entity other than Buyer, including, but not limited to, for its own benefit. Upon completion of this Order, such specifications, drawings, designs, descriptions, samples, data and information shall be returned or disposed of as directed by Buyer.
7. Inspection and Testing: Materials, work-in-process and finished goods related to performance of this Order may be inspected and tested by Buyer or third parties designated by Buyer at any time, whether before, during or after manufacture. Buyer may require final inspection and testing at Buyer’s facility or another place of receipt as a condition to acceptance of goods. No such testing or inspection shall diminish, relieve or release Vendor of its obligation to supply goods in strict conformance with the warranties made in Section 5 above and otherwise in accordance with the terms and conditions applicable to this Order. If Buyer determines at any time that any goods are not in conformance with the warranties made in Section 5 above or are otherwise not in accordance with the terms and conditions applicable to this Order, in addition to any and all other rights and remedies Buyer may have under these Terms and Conditions of Purchase, Buyer shall have the right to reject such goods and require that (i) Vendor promptly correct or replace such goods with goods that conform with the warranties made in Section 5 above and otherwise in accordance with the terms and conditions applicable to this Order at Vendor's sole cost or expense, or (ii) Vendor promptly refund to Buyer the price of such goods and reimburse Buyer for all costs and expenses it incurred in connection with such goods.
8. Right of Entry and Access: Seller shall allow Buyer, its customers and regulatory agencies and third parties designated by them entry to any and all places and access to any and all files and records any of them may deem necessary to determine and verify the quality of goods and the methods, processes and procedures used in their manufacture.
9. Tooling, Equipment and Materials: Buyer shall have and retain exclusive ownership of and title to and the right to require immediate return and possession of all tooling, equipment, materials and other items that may be furnished or paid for by Buyer, directly or indirectly, for use in connection with the performance of this Order. Upon completion of this Order, such items shall be returned or disposed of as directed by Buyer.
10. Intellectual Property: All right, title and interest in and to any and all inventions, discoveries, improvements, methods, ideas, and other forms of intellectual property which are made, created, developed, written, conceived or first reduced to practice in the course of performance of this Order, or as a result of work performed in connection with this Order, shall belong to and be the sole and exclusive property of CVI, and Vendor shall provide CVI with all such documents and instruments as CVI may reasonably request to effect or confirm its sole and exclusive ownership of such inventions, discoveries, improvements, methods, ideas, and other forms of intellectual property or to obtain patents with respect thereto or register its ownership thereof. Vendor shall not to reverse engineer all or any portion of any good or allow or assist any other person or entity do any such reverse engineering.
11. Infringement: Vendor shall indemnify and hold harmless Buyer from and against any and all liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees, incurred or sustained by Buyer by reason of any goods in fringing any patent, trademark, copyright, trademark or other intellectual property right or any claim attributable thereto, based thereon or resulting therefrom.
12. Compliance: Vendor shall at times comply with all applicable laws, rules, and regulations. Without in any way limiting the foregoing, Vendor shall comply with any and all RoHS/REACH requirements (with the exception of PbF2 (pure lead fluoride) which can be RoHS 2 non-compliant) that are applicable to the goods ordered, and Vendor will provide Certifications of Conformance and Compliance upon request.
13. Supplier Code of Conduct: Vendor shall comply with the IDEX Supplier Code of Conduct. Without in any way limiting the foregoing, Vendor shall not make or offer a gratuity or gift of any kind to any CVI employees or their families that could be viewed as relating to an actual or potential business relationship with CVI. Gifts include entertainment, personal services, favors, discounts, and other preferential treatment of any kind. CVI will interpret any such action as an improper attempt to influence CVI employees.
14. Confidential Information: Vendor shall hold and treat as confidential and, except as may be required for the proper performance of this Order, shall not use, disclose or permit others to use or disclose any information it may receive in connection with this Order that is marked, labeled or otherwise identified by CVI as being confidential, proprietary or trade secret information or which Vendor knows or should reasonably understand to be confidential, proprietary or trade secret information.
15. Changes in process or method of manufacturing: Vendor will not make any changes in the goods ordered or the methods, processes and procedures used in their manufacture without Buyer's written consent. Vendor will advise Buyer of any contemplated changes in in the goods ordered or the methods, processes and procedures used in their manufacture sufficiently in advance of the implementation thereof to enable Buyer a reasonable opportunity in which to evaluate such changes.
16. Assignment: Vendor shall not assign this Order or any interest therein or any right to payment due or to become due hereunder without the written consent of Buyer, and any such assignment that may be attempted by Vendor without such consent shall be null and void.
17. Governing Law. This Order and the rights, liabilities and obligations of the parties in connection with this Order shall be governed by and determined and enforced in accordance with the laws of the State of New Mexico of the United States of America.
18. Disputes. Any dispute arising out of or relating to this Order shall be settled by binding arbitration in accordance with the applicable rules of the American Arbitration Association, and judgment upon award may be entered in any court having jurisdiction thereof. There shall be a single arbitrator, and the arbitration shall take place in Albuquerque, New Mexico, United States of America. Vendor expressly waives any right to commence legal action against CVI in any court (other to enforce an award or decision of the arbitrator) and expressly binds itself to submit to binding arbitration as provided herein.
19. Entire Agreement: This Order together with these Terms and Conditions of Purchase set forth the entire understanding and agreement of the parties related to this Order to the exclusion of all other terms and conditions, including, but not limited to, any terms or conditions in any proposal, quotation, Order acceptance or acknowledgement, invoice, bill of lading or other shipping document, or other document or communication from Vendor.