Cascade Microtech Purchase Order Terms & Conditions

Purchase Order Terms & Conditions (PDF)

1. Delivery. Cascade Microtech (Buyer) relies on the supplier identified on the face hereof (Seller) to comply with the delivery schedule stated on this Purchase Order. Upon Seller's failure to comply with that schedule, Buyer may cancel this Purchase Order, in whole or in part, without liability. Seller shall immediately notify Buyer of any anticipated delay and the cause of the subject delay
2. Inspection. Products or services purchased on this Purchase Order shall conform to all Seller's representations, and Buyer shall have a reasonable time, not less than thirty (30) days, after receipt of the products that are the subject of this Purchase Order (Products), to inspect the Products. At its election, Buyer may either cancel the Purchase Order, reject nonconforming Products and require immediate replacement by Seller, or keep them, and in addition to other available remedies, deduct a reasonable amount from the price. Buyer's payment does not constitute acceptance of the Products. Buyer's inspection, waiver of inspection, and acceptance of Products shall not relieve Seller of its obligations with respect to the Products.
3. Warranty. Seller warrants that all Products shall conform to Seller's representations and be free from defects in design, workmanship, material, and manufacture for a period of one (1) year from delivery to Buyer or other period specified in the Purchase Order. This warranty is in addition to any other warranties, express or implied, and will survive delivery, inspection, acceptance, and payment by the Buyer.
4. Indemnification. Seller warrants, represents, and promises that the Products do not infringe directly or indirectly any patent, copyright, property right, or trademark. Seller agrees, at it cost and expense, to indemnify and hold Buyer free and harmless from and against any and all costs, expenses, liabilities, and damages, including attorneys' fees, arising out of or in any way relating to any alleged or actual patent, copyright, property right, trademark, or trade secret infringement. If the Product or any part thereof is held to constitute an infringement, and the use of the Product or any part thereof is enjoined, Seller shall, at its own expense, either procure for the Buyer the right to continue using the Product, replace the infringing Product with a non-infringing product acceptable to Buyer, modify the Product so it becomes non-infringing, or in the event the foregoing options are not possible, compensate Buyer for all Buyer's expenses resulting from the infringement.
5. Changes. This Purchase Order shall not be modified, rescinded, canceled, or waived in whole or part without a written change order signed by Buyer's authorized representative. By written notice, Buyer may cancel the entire Purchase Order, or change specific items, quantities, or delivery requirements. If such a change increases the cost or time required for Seller's performance, an equitable adjustment will be made in the price or other terms of this Purchase Order if requested by Seller prior to change implementation. If Seller lowers the price of any item specified on the Purchase Order prior to the item being delivered to Buyer, Seller will modify the price to the Buyer and incorporate the lower price on the current and subsequent invoices.
6. Shipping. All items are to be suitably prepared and packed for shipping and shall be shipped in accordance with the specific routing instructions provided with the Purchase Order. All packages, packing slips, and invoices shall be plainly marked with the Buyer's Purchase Order number. All invoices shall be sent to the Buyer's Accounts Payable Department.
7. Confidential Information. All proprietary, confidential, technical, and commercial information supplied by or paid for by Buyer is and shall remain Buyer's intellectual property (Buyer's IP). Seller shall not disclose Buyer's IP to anyone not in Seller's employ, and Seller shall only use Buyer's IP to the extent necessary to perform this Purchase Order and only for Buyer's benefit. Seller shall protect the confidentiality of all information or property pertaining to the existence, terms, or performance of this Purchase Order, including but not limited to designs, drawings, blueprints, descriptions, specifications, or any other proprietary information that is a part of this Purchase Order. Upon Buyer's request, or in any event, upon the completion, cancellation, or termination of this Purchase Order, Seller shall return to Buyer all information and property delivered to Seller or generated by Seller pursuant to the performance of this Purchase Order which Buyer identified as confidential or proprietary or which would be commonly understood to be confidential in the marketplace. Seller shall ensure that all subcontracts, purchase orders, and other agreements entered into by Seller or any of its subcontractors or suppliers of any tier shall provide Buyer the same rights and protection as Seller is obligated to provide Buyer under this Purchase Order.
8. Compliance with Laws. Seller warrants and represents that no law, regulation, order, or ordinance of the United States, any state, any governmental agency, or authority of any country has been violated in supplying Buyer the requested Products.
9. Assignment. No right or obligation under this Purchase Order may be assigned by Seller without the prior written consent of the Buyer.
10. Termination. Buyer may terminate this Purchase Order for its convenience, in whole or part, at any time by written or electronic notice. Upon receipt of notice, Seller shall immediately stop work, including any work being performed by subcontractors. Seller shall be entitled to reimbursement for actual costs, expenses, and a pro-rata share of actual profits that should have been earned up to the date of termination in accordance with recognized accounting practices. The total of such claim shall not exceed the prorated portion of the Purchase Order, which is canceled.
11. Acceptance. This Purchase Order is Buyer's offer to purchase Products, and Seller's acceptance is expressly conditioned on Seller accepting these terms and conditions, which shall govern the sale of Products exclusively. Buyer objects to different and additional terms proposed by Seller. All remedies expressly provided for herein are cumulative with all other legal remedies available to Buyer.
12. Price. The price stated on the Purchase Order (Price) is fixed, includes all packaging and handling costs, and is Seller's full compensation for the Products sold under this Purchase Order. Seller warrants that the Price is at least as favorable as any price Seller has given any other customer buying comparable products in comparable quantities. Price adjustments will require a change order. (See Item 5 above.)
13. Governing Law. This purchase shall be governed by and in accordance with the laws of the State of Oregon, provided, however, that the UN Convention on the International Sale of Goods shall not apply to the parties' contract.
14. Force Majeure. A failure by either party to perform due to causes beyond the control of and without the fault or negligence of such party is deemed excusable during the period in which cause of failure continues. Such causes may include acts of God, acts of government, fire, flood, strike, war, terrorism, and freight embargo. When Seller becomes aware of any actual or potential force majeure condition, Seller shall immediately notify Buyer of the condition and the expected time required to rectify the condition. Buyer may cancel this Purchase Order, in whole or in part, in the event that a force majeure event lasts longer than thirty (30) days.

Revised: 05/03