terms & Conditions
  1. Acceptance. Delivery of material, equipment, products, or services hereby described and/or ordered, or commencement of such performance, or acceptance of any payment, constitutes acceptance by the Parties of this Purchase Order and the terms and conditions at the prices specified. 
  2. Inspection/Acceptance. Payment by Buyer for any of the material, services or equipment described herein shall be considered Buyer acceptance. In the case of services, the Buyer reserves the right to inspect services provided under this Purchase Order at all reasonable times and places. If any of the products or services do not conform with the requirements of the Purchase Order, the Buyer may require the Seller to perform again in conformity with order requirements, with no additional payment. 
  3. Shipping Instructions. Seller shall be responsible for ensuring the proper packaging of materials hereunder. Seller will deliver the material and equipment described herein in new condition, properly packaged for shipment at the F.O.B. point stated on the face of this Purchase Order. Purchase Order number(s) must appear on all correspondence, shipping labels, and shipping documents, including all packing sheets, bills of lading, air bills, and invoices.
  4. Delivery.
    (a)Seller shall notify Buyer in writing immediately of any actual or potential delay to the performance of this Purchase Order. Such notice shall include a proposed revised schedule but such notice and proposal or Buyer’s receipt or acceptance thereof shall not constitute a waiver to Buyer’s rights and remedies hereunder.
  5. Laws and Regulations. Seller agrees to comply with all applicable federal, state, and local laws, regulations, ordinances, and rules (including those regarding discrimination, unfair labor practices, anti- kick-back and collusion); and Seller also agrees to procure at its expense all permits and licenses necessary for compliance with this order.
  6. Force Majeure. Except for defaults of Seller’s subcontractors at any tier, neither Buyer nor Seller shall be liable for any failure to perform due to any cause beyond their reasonable control and without their fault or negligence. Such causes included, but are not limited to, acts of God or of the public enemy, acts of the Government in its sovereign or contractual capacity, fires, floods, epidemics, terrorism, quarantine restrictions, strikes, freight embargoes, and unusually severe weather. In the event that performance of this Purchase Order is hindered, delayed or adversely affected by causes of the type described above (“Force Majeure”), then the Party whose performance is so affected shall so notify the other Party’s authorized representative in writing and, at Buyer’s option, this Purchase Order shall be completed with such adjustments as are reasonably required by the existence of Force Majeure or this Purchase Order may be terminated by either Party for convenience.
  7. Independent Contractor. If this Purchase Order requires the use of Seller's employees, subcontractors, or others under Seller's control at Buyer’s or Buyer’s customer’s premises, Seller agrees that:
    (a)Seller shall obtain and pay for all permits, licenses and inspection fees required for the work hereunder, unless otherwise specified.
    (b)Seller's status shall be that of an independent contractor and shall not be that of an employee of Buyer, and that no withholding shall be made from any sums due hereunder to Seller for purposes of FICA, federal income taxes, or any state or local unemployment insurance or taxes, and that the Seller is not covered by Buyer’s or Buyer’s customer’s Workers' Compensation Insurance.
    (c)In the event of the bankruptcy or insolvency of Seller, its successors or assigns, or of any assignment by Seller for the benefit of its creditors, Buyer shall have the right to terminate this Purchase Order.
  8. Assignments. Neither Party may assign any rights or delegate any of its obligations due or to become due under this Purchase Order without the prior written consent of the other Party. Any purported assignment or delegation by a Party without such consent shall be void. The Parties may assign this Purchase Order to (i) any successor in interest, or (ii) a Party’s customer.
  9. Insurance. Seller shall be responsible for the actions and failure to act of all parties retained by, through, or under Seller in connection with the performance of this Purchase Order. Seller shall maintain at all times during the term of this Purchase Order appropriate insurance. Seller shall provide Buyer with certificates evidencing required insurance upon Buyer’s request. 
  10. Changes.
    (a) Buyer shall have the right by written order to suspend work or to make changes from time to time in the services to be rendered or goods to be furnished by Seller hereunder or the delivery date. If such suspension or changes cause an increase or decrease in the cost of performance of this Purchase Order or in the time required for its performance, an equitable adjustment shall be negotiated promptly and the Purchase Order shall be modified in writing accordingly. Any claim by Seller for adjustment under this Section must be asserted in writing within fifteen (15) days from the date of receipt by Seller of notification of the change or suspension and shall be followed as soon as practicable with a notice of amount claimed and supporting cost figures. However, nothing herein shall excuse the Seller from proceeding with this Purchase Order as changed pending resolution of the claim.
    (b) No change, alteration, or modification of this order shall be binding upon either party hereto, unless in writing signed by a duly authorized officer or representative of such party.
  11. Disputes.
    (a) Any controversy or claim that may arise out of or in connection with this Purchase Order that after good faith negotiations cannot be resolved to both Parties’ satisfaction may be resolved by submitting the claim to a court of competent jurisdiction within the state of Colorado.
  12. Indemnification. The Parties each hereby accept full responsibility for, and indemnify each other and each other’s customer, and their officers, agents and subcontractors against, and shall hold each harmless from, all willful and negligent acts and omissions of a Party, their agents, and employees, and from any and all claims for injury to or death of any and all persons (including but not limited to employees) and for damage to property arising out of or in connection with the performance of work hereunder. The Parties further indemnify each other and shall hold each other, and their officers, subcontractors and agents, harmless from any and all loss, damage, liability, costs of litigation, attorneys fees, and other expenses arising out of or relating to any claim or suit for alleged infringement or other violation of intellectual property rights or relating to any of the material or equipment described herein, or to the use or resale thereof; and each Party agrees to assume the defense of any such suits and to pay any and all costs and expenses incidental thereto and any judgments awarded therein.
  13. Guarantee.
    (a) Seller guarantees that all the material, services and equipment furnished by it shall (except otherwise specified on the face of this order) be new and that Seller's work will be performed in a professional and workmanlike manner.
  14. Payment. Buyer shall pay Seller within thirty (30) days from receipt of a proper invoice.  Late payments will incur an interest charge of 4% of payment due per day late.
  15. Termination. The Buyer may terminate this Purchase Order in whole or in part, for its convenience or for default by the other Party. The terminating Party shall give written notice of the termination to the other Party specifying the part of the Purchase Order terminated and when termination becomes effective. A Party shall give 25 business days’ notice to the other Party prior to the effective date of termination. Upon receipt of the notice of termination, the Seller shall incur no further obligations except to the extent necessary to mitigate costs of performance and non-cancellable commitments. In the case of services or specially manufactured goods, the Buyer shall pay reasonable settlement expenses, and the price or rate for supplies and services delivered and accepted. In the case of existing goods, the Buyer shall pay reasonable settlement expenses, the price for work in progress, goods delivered and accepted, reasonable costs incurred in preparation for delivery of the undelivered goods.  
  16. Release of Information. Neither Party will publish, distribute, or use any information developed under or about the existence of this Purchase Order, or use the other Party’s name or logo for the purpose of advertising, making a news release, creating a business reference, creating a website content or for products or service endorsement without prior written approval, such approval shall not be unreasonably withheld.
  17. Choice of Law. The laws of the State of Colorado shall govern in connection with the formation, performance and the legal enforcement of this Purchase Order. Unless otherwise specified in the solicitation of this order, venue for any judicial action arising out of or in connection with this Purchase Order shall be in Larimer County, Colorado.
  18. Severability. If any provision of this Purchase Order or application thereof is found to be invalid, illegal or unenforceable by law, the remainder of this Purchase Order will remain valid, enforceable and in full force and effect, and the Parties will negotiate in good faith to substitute a provision of like economic intent and effect.
  19. Non-Disclosure. It is contemplated that the Parties may disclose to each other information concerning their inventions, confidential knowhow and trade secrets to further the performance of this Purchase Order. "Confidential Information" means technical and business information relating to a Party’s inventions or products, research and development, production, manufacturing and engineering processes, software produced by or for a Party, costs, profit or margin information, finances, customers, marketing, and production and future business plans; all related information and documentation; and any other information which is marked "Confidential" or otherwise identified by a Party to be confidential.  All material and information disclosed by the Parties will be presumed to be Confidential Information and will be so regarded.  The Parties agree that they will hold Confidential Information in strict confidence and will only use the Confidential Information in connection with the of this Purchase Order.  Seller further agrees that Seller will not make any disclosure of Buyer’s Confidential Information (including methods or concepts utilized in the Confidential Information) to anyone without the express written consent of the Buyer. Seller agrees not to copy any Confidential Information and not to use any Confidential Information for Seller’s benefit or for the benefit of any third party.
  20. Intellectual Property. Unless otherwise expressly agreed to in writing to the contrary all specifications, information, data, drawings, software and other items supplied to Seller by Buyer shall be proprietary to Buyer and shall be used only for purposes of providing goods or services to Buyer pursuant to this Purchase Order and shall not be disclosed to any third party without Buyer’s express written consent. Unless otherwise expressly agreed to in writing to the contrary, all specifications, information, data, drawings, software and other items developed by Seller in the performance of this Purchase Order shall be proprietary to Seller,  Unless otherwise expressly agreed in writing to the contrary any invention or intellectual property first made or conceived by Seller in the performance of this Purchase Order shall be considered to the be the property of Seller. Unless otherwise expressly agreed in writing to the contrary any invention or intellectual property which is derived from or based on the use of information supplied by Buyer, shall be considered to the be the property of Buyer; and Seller shall execute such documents necessary to perfect Buyer’s title hereto.
  21. Integration. This Purchase Order, together with all documents incorporated herein by reference, constitute the entire agreement between Buyer and Seller, and there are no terms, conditions, or provisions either oral or written between the parties hereto, other than those herein contained, and this Purchase Order supersedes any and all oral or written representations, inducements, or understandings of any kind or nature between the parties hereto relating to the subject matter hereof.
  22. Export. Seller shall comply with all applicable U.S. export control laws and regulations, including the International Traffic in Arms Regulations (ITAR), 22 CFR parts 120 through 130, and the Export Administration Regulations (EAR), and 15 CFR parts 730 through 799, in the performance of this Purchase Order.
  23. Survivability. Seller’s obligations, including but not limited to, obligations under the Termination, Rights in Data, Title, Release of Information, Guarantee, Indemnification, Laws and Regulations, Insurance, and Export provisions of this Purchase Order, shall survive termination, or completion of this Purchase Order.