Purchase Order Terms and Conditions
- Acceptance: This Purchase Order (“PO”) is an offer by CTWS, LLC (“Buyer”) to the Seller to whom this PO is delivered. Acceptance is strictly limited to these terms and conditions. Any additional or different terms proposed by Seller are expressly rejected unless agreed to in writing by Buyer. No condition stated by Seller in accepting or acknowledging the PO shall be binding upon Buyer if in conflict with, inconsistent with, or in addition to, the terms and conditions of this PO and all such conflicting inconsistent and additional terms and conditions are hereby expressly rejected. This PO becomes a binding contract when accepted by Seller, such acceptance to be evidenced by Seller’s acknowledgment or by Seller’s commencement of performance hereunder. Shipment of any part of the goods or the furnishing of any part of the services provided for herein shall constitute acceptance of this PO.
- Pricing and Payment: The prices stated in this PO are firm and not subject to increase. Buyer shall make payment within the agreed-upon terms after receipt and acceptance of goods/services and a correct invoice. Any discrepancies may result in delayed or withheld payment.
- Delivery and Inspection: Time is of the essence. Seller shall deliver goods/services on the date specified in this PO. Buyer reserves the right to inspect and reject any non-conforming goods/services. Rejected goods shall be returned at Seller’s expense.
- Changes and Modifications: Buyer reserves the right to modify or cancel this PO at any time prior to delivery. Any changes must be acknowledged in writing by both parties.
- Warranty: Seller warrants that all goods/services conform to specifications, are free from defects, and are fit for the intended purpose. Seller agrees to promptly replace or repair defective goods at its own expense.
- Indemnification: Seller shall indemnify and hold Buyer harmless from any claims, damages, liabilities, or expenses arising from Seller’s breach of this PO, negligence, or violation of law.
- Compliance with Laws: Seller shall comply with all applicable laws, regulations, and industry standards. Buyer may terminate this PO if Seller is found in violation of any legal requirements.
- Confidentiality: Any information provided by Buyer to Seller under this PO is confidential and shall not be disclosed to third parties without Buyer’s prior written consent.
- Termination: Buyer may terminate this PO for convenience or for cause if Seller fails to perform any obligations under this PO. In case of termination, Seller shall only be entitled to payment for conforming goods/services delivered before termination.
- Governing Law and Dispute Resolution: This PO shall be governed by the laws of the State of California without reference to conflict of laws. Any disputes shall be resolved in the Superior Court of California, County of Riverside.
- Force Majeure: Neither party shall be liable for delays or failures in performance due to causes beyond their reasonable control, such as natural disasters, government actions, or labor strikes.
- Entire Agreement: This PO, including any referenced documents, constitutes the entire agreement between Buyer and Seller. No oral statements or prior agreements shall modify its terms.
By accepting this PO, Seller agrees to comply with these terms and conditions.