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SALES TERMS AND CONDITIONS
All orders placed by any buyer ("Buyer") with WELLS-CTI or any of its subsidiaries ("Seller") are subject to the following terms and conditions:
1. Seller shall not be held responsible for damages caused by delay or failure to perform due to fire, flood, labor differences, act of God, acts of public authorities whether legal or illegal, war, accident, shortages of raw materials, delays or defaults caused by carriers which cannot reasonably be forecast or provided against, or delays or defaults from causes beyond the control of Seller.
2. Cancellation or modification of any order, including specification changes, shall be only by mutual agreement in writing and subject to price adjustment necessary to cover labor expended, material procured or on order for which Seller is responsible, completed or semi-finished parts and any other costs incurred by Seller, including reasonable overhead charges.
3. Seller grants a non-exclusive license to Buyer for the use of the goods and services. Seller is not licensing Buyer for the reproduction or duplication of the goods or software sold to Buyer. The goods and software and all related technical data, drawings, or sketches is considered proprietary information, and may not be sold, given, or reverse engineered without Seller’s written permission.
4. Claims for shortage or obvious defects must be made in writing within 30 days after receipt of the goods, software or services, and accompanied by reference to Seller’s invoice number. No goods or software may be returned to Seller without written approval.
5. Seller warrants all goods, software and services sold to Buyer against defective materials and workmanship for a period of 90 days from delivery to Buyer. Buyer shall give Seller written notice of any such defect within 30 days of the end of such period, and Seller may repair or replace the goods or software, or refund the purchase price at Seller’s option and expense, as the exclusive remedy. No warranty of any kind shall apply to any goods or software that (a) have been repaired or altered by anyone other than Seller or persons authorized by Seller, (b) have been subjected to misuse or accident, or (c) have not been maintained and operated in accordance with any manuals or other written guidelines provided by Seller.
6. The warranty contained herein is the sole and exclusive warranty. There shall be no other warranties express or implied regarding the goods, services or software sold by Seller, including warranties of merchantability and fitness for any particular use or purpose, all of which are waived. The remedies expressed herein are the sole and exclusive remedies for any breach of warranty.
7. In no event shall Seller be liable for any loss, cost, expense, or damage, directly or indirectly, based on claims by Buyer or any third party, arising from any defect in or the use or inability to use the goods, services or software sold by Seller, or for special, incidental, or consequential damages, and Buyer agrees to indemnify Seller and hold Seller harmless from any third-party claims arising from the use or inability to use the goods, services or software. In any event, the maximum amount of Seller’s liability to Buyer for any reason or cause shall be equal to the sums paid to Seller by Buyer for the particular goods, services or software under which any claim arose, regardless of whether claims sound in tort, contract or otherwise.
8. Seller does not warrant that the goods and software furnished by Seller to Buyer’s specifications will not infringe a patent, and Buyer agrees to hold Seller harmless against any claim raised by third parties for infringement.
9. In the event of any dispute concerning the interpretation or performance of any party to the transaction evidenced by this instrument, the prevailing party shall be entitled to reasonable attorney's fees, expenses, and costs incurred therein, including on appeal, from the other party.
10. All orders placed with Seller are accepted by Seller upon the express agreement of the parties that the Terms and Conditions hereof exclusively govern this transaction unless otherwise agreed in writing signed by both parties. Buyer shall have ten days from receipt of these Terms and Conditions to notify Seller in writing of the unacceptability of any of the terms stated herein. In that case the order shall be deemed rejected and of no further force and effect.
11. Any goods furnished to Seller by Buyer and found defective by Seller at any time will be charged back to Buyer. Seller will charge for work performed on such defective material or in its use.
12. Orders are subject to credit approval, and must be accepted in writing by Seller before effective. All prices are subject to the addition of any applicable sales or excise taxes levied by city, state or federal authority.
13. Failure by Seller to enforce at any time or for any period of time any of the provisions hereof shall not be construed to waive such provision nor the right of Seller thereafter to enforce each and every such provision.
14. All transactions between Seller and Buyer are to be governed, construed and determined according to the laws of Washington, without regard to conflicts of law provisions.