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By accepting this Standard Form of Purchase Order (hereinafter referred to as “the Order”), the Vendor accepts the Terms and Conditions included herein between Vendor and SeeScan, Inc. (hereinafter referred to as “the Buyer”).

  1. ACKNOWLEDGMENT AND ACCEPTANCE OF ORDER   This Order constitutes an offer from the Buyer that is expressly limited to the Terms and Conditions contained herein. The Terms and Conditions of this Order are those that apply to the purchase of materials, items, products, components, or services (hereinafter referred to as “Material”). All exhibits, attachments, technical specifications, drawings, notes, instructions, or information referenced in the Order are incorporated herein by reference.  These Terms and Conditions control, unless they are specifically varied or contradicted by one of the following methods in the listed order of precedence: 1.) Varying terms on the face of this Order, signed or initialed by both parties, 2.) A current existing Master Purchase Agreement, 3.) Another valid contract between the Buyer and the Vendor to which this Order applies. All other prior oral or written statements varying the Order are specifically rejected and disclaimed.
  2. CHANGES/AMENDMENTS The Buyer shall have the right at any time, by written notice, in the form of a Change Order to the Vendor, to make any changes it deems necessary, including, but not limited to, changes in specifications, design, delivery, testing methods, packing, or destination.  If any such required changes cause an increase or decrease in the cost of or the time required for performance, an equitable adjustment shall be made in the contract price or delivery schedule, or both. Any claim by the Vendor for adjustment under this clause shall be deemed waived unless asserted in writing within ten (10) days from receipt by the Vendor of notice of change. Price increases, extensions of time for delivery, and change in quantity shall not be binding on the Buyer unless evidenced by a form of Change Order issued and signed by the Buyer.
  3. DELIVERY/FORCE MAJEURE If any Material is not delivered by the date specified herein, the Buyer reserves the right, without liability, to cancel this Order as to any Material not yet shipped or tendered, and to purchase substitute Material and to charge the Vendor for any loss incurred. Oral cancellation notices, made by the Buyer or the Vendor, are effective when made, but must be confirmed in writing within five (5) business days. Any provisions hereof for delivery by installment shall not be construed as making the obligations of the Vendor severable. The Buyer shall have the right to refuse deliveries made more than one (1) week in advance of any delivery schedule appearing in this Order unless arrangements for such early delivery have been approved in writing by the Buyer.

The Vendor shall notify the Buyer in writing promptly of any delays (however caused) and of any actual or potential labor dispute which delays or threatens to delay the timely performance of this Order.

If the Vendor is unable to complete performance at the time specified for delivery hereunder, by reason of strikes, labor disputes, riot, war, fire, or other causes beyond the Vendor’s reasonable control, the Buyer, at its option, may elect to take delivery of Material hereunder in its unfinished state and to pay such proportion of the contract price as the work then completed bears to the total work hereunder and to cancel this Order without liability as to the balance of the Material covered hereunder.

  1. TITLE AND RISK OF LOSS Terms of shipping are F.O.B. the Buyer’s delivery location unless otherwise noted in writing within the terms of this Order.
  2. PRICE/TAXES Prices stated on the Order hereof are firm and shall remain firm until deliveries have been completed unless otherwise expressly agreed to in writing by both parties. The Vendor agrees that any price reduction made with respect to Material covered by this Order subsequent to placement will be applied to this Order. All prices specified herein include all charges for, but are not limited to, inspection and packaging. Prices set forth are exclusive and include applicable sales, use, and excise, value-added, or similar taxes. The Buyer is exempt from the California Sales and Use Tax Law (exemption number SR FH 25-838079). The Buyer will furnish the Vendor with a tax exemption certificate upon request.
  3. WARRANTIES The Vendor warrants that any Material supplied hereunder shall conform to the generally recognized manufacturing and safety standard of the Vendor’s industry in the United States and shall meet or exceed the Vendor’s specifications on performance as detailed in the Vendor’s brochures, sales literature, and other specifications or data as may be available to the Buyer.

In addition to any other express or implied warranties, the Vendor warrants that the Material furnished pursuant to this Order will be: (A) free from defects in title, workmanship, and material; (B) free from defects in design, except to the extent that such items comply with detailed designs provided by the Buyer; (C) of merchantable quality and suitable for the purposes, if any, which are stated on this Order.

If any material covered by this Order is found not to be as warranted, the Buyer may, by written notice to the Vendor: (A) rescind this Order as to such non-conforming Material; (B) accept such Material at an equitable reduction in price; (C) reject such non-conforming Material and require the delivery of suitable replacements.

If the Vendor fails to deliver suitable replacements promptly, the Buyer, with notice of five (5) business days, may replace or correct such Material and charge the Vendor the additional cost occasioned to the Buyer thereby, or terminate this Order for default.

Any items corrected or furnished in replacement are subject to all the provision of this article entitled WARRANTIES to the same extent as items initially furnished or originally ordered.

Cost of replacement, rework inspection, repackaging, and transportation of such corrected Material shall be at the Vendor’s expense.

This warranty provision shall survive any inspection, delivery, acceptance, payment, expiration, or earlier termination of this Order, and such warranties shall run to the Buyer, its successors, assigns, employees, students, and users of the Material. Nothing herein, however, shall limit the Buyer’s rights in law or equity for damages resulting from delivery of defective goods or damages caused during the delivery of goods or provision of services.

Rights granted to the Buyer in this article entitled WARRANTIES are in addition to any other rights or remedies provided elsewhere in this Order or in Law.

  1. INSPECTION AND ACCEPTANCE The Vendor shall inspect all Material prior to shipment to the Buyer. All Material covered by this Order may be inspected and tested by the Buyer or its designee. If the Buyer so elects to inspect or test, successful completion of such inspection and testing shall be a prerequisite to the Buyer’s acceptance of the Material. If deemed necessary by the Buyer, the Vendor shall provide, without charge, all reasonable facilities and assistance for such inspection and testing.

Any inspection records relating to Material covered by this Order shall be available to the Buyer during the performance of this Order and for one (1) year beyond last delivery of this order.

No inspection (including source inspection) test, approval (including design approval), or acceptance of Material shall relieve the Vendor from responsibility for defects or other failures to meet the requirement of this Order. Rights granted to the Buyer in this article entitled INSPECTION are in addition to any other rights or remedies provided elsewhere in this Order or in Law.

  1. BUYER’S PROPERTY IN SELLER’S POSSESSION All tools, special dies, molds, patterns, jigs, and any other property furnished to the Vendor by the Buyer or specifically paid for by the Buyer for use in the performance of this Order shall be and remain the property of the Buyer; shall be subject to removal at any time upon the Buyer’s demand; shall be used only in filling orders for the Buyer; shall be maintained in good order and condition; and shall be clearly identified as the property of the Buyer. The Vendor assumes all liability for loss or damage to such property.
  2. PATENT INDEMNITY The Vendor agrees to indemnify, hold harmless, and defend the Buyer, its employees, directors, and officers with respect to all claims, suits, actions, and proceedings of actual or alleged infringements of any Letters Patent, Registered or Industrial Design, Trademark or Trade Name, Trade Secret, Copyright, or other protected property right in any country resulting from any sale, use, or manufacture of any Material delivered hereunder, and to pay and discharge all judgments, decrees, and awards rendered therein or by reason thereof, and bear all expenses, legal fees, and legal expenses (including the Buyer’s) associated herewith. The Buyer reserves the right to be represented in any such action by its own counsel at Vendor’s expense.
  3. INDEMNITY The Vendor will indemnify, defend, and hold the Buyer, its directors, officers, and employees, harmless from any loss, expense, claim, or damage, including reasonable defense costs, arising from any claim or action based on any acts or omissions of the Vendor, its employees, servants, agents, or subcontractors. The Buyer reserves the right to be represented in any such action by its own counsel at Vendor’s expense.
  4. ASSIGNMENT/SUBCONTRACTING The Vendor shall not assign this Order, any rights under this Order, or any monies due or to become due hereunder, nor delegate or subcontract any obligations or work hereunder, without the prior written consent of the Buyer. No purported assignment nor delegation by the Vendor shall be binding on the Buyer without such prior written consent.
  5. CANCELLATIONS The Buyer may cancel this Order in whole or in part, for no cause, upon written, FAX, or email notice to the Vendor, effective when sent, provided such notice is sent at least fourteen (14) days prior to the delivery date specified on the face of this Order.

The Buyer may cancel this Order in whole or in part at any time for cause by written, FAX, or email notice to the Vendor, effective when sent, in the event that the Vendor: (a) fails to comply with any term or condition of this Order including, but not limited to, delivery terms; or (b) appoints a receiver, liquidator, or trustee in bankruptcy or other similar officer over any or all of its property or assets; or (c) files a voluntary petition in bankruptcy; or (d) has had filed against it an involuntary petition in bankruptcy which remains in effect for thirty (30) days; or (e)  voluntarily ceases trading; or (f) merges with or is acquired by a third party; or (g) assigns any of its rights or obligations under the Order to a third party without the Buyer’s advance written consent.

Upon the occasion of any one of the aforesaid, and in addition to any remedies which the Buyer may have in Law or in Equity, the Buyer may also cancel this order or any outstanding deliveries hereunder by notifying the Vendor in writing of such cancellation, and the Vendor shall thereupon transfer title and deliver to the Buyer such work in progress or completed material as may be requested by the Buyer. The Buyer shall have no liability to the Vendor beyond payment of any balance owing for Material purchased hereunder and delivered to and accepted by the Buyer prior to the Vendor’s receipt of the notice of termination, and for work in progress requested for delivery to the Buyer.

  1. RESCHEDULING The Buyer may, without liability and at least fourteen (14) days prior to the scheduled delivery date appearing on the Order, defer delivery on any or every item under said Order by giving oral notice to the Vendor, confirmed in writing within ten (10) working days of any necessary rescheduling.
  2. PROPRIETARY INFORMATION/TITLE TO SPECIFICATIONS All written information obtained by the Vendor from the Buyer in connection with this Order and which is identified as proprietary, including, but not limited to, any specifications, drawings, blueprints, and software programs, shall remain the property of the Buyer, shall be used by the Vendor only to the extent necessary for performance of this Order, and shall not be disclosed to any third parties without prior written consent of the Buyer.

The Vendor shall not make or authorize any news release, advertisement, or other disclosure which shall deny or confirm the existence of this Order without prior written consent of the Buyer, except as may be required to fulfill this Order or by a court of competent jurisdiction.

  1. SHIPPING, PACKAGING AND LABELING All Material purchased hereunder must be packed and packaged to ensure its safe delivery in accordance with good commercial practice and, where incorporated, the Buyer’s packaging specification.

The Vendor shall mark on all containers handling and loading instructions, shipping information, part number, purchase order number and item number, quantity in box, shipment date, and names and addresses of the Vendor and the Buyer. An itemized packing list must accompany each shipment. Each packing list shall include this Order number, quantity, item description, order date, shipping date, and delivery address, but shall not include pricing information.

All shipments of hazardous materials under this Order shall comply with U.C. Department of Transportation (DOT) regulations as published in 49 CFR 100-199, and the labeling shall meet the current U.S. Occupational Safety and Health Administration (OSHA) regulations as published in 29 CFR 1910. 1200 for the transporting and labeling of hazardous materials.

Material Safety Data Sheets (MSDS) shall be supplied with the first shipment of all hazardous materials, and these sheets shall be resubmitted if any changes or updates are made.

  1. THE VENDOR AS AN INDEPENDENT CONTRACTOR The Vendor shall perform the obligations of this Order as an independent contractor and under no circumstances shall it be considered an agent or employee of the Buyer. The Terms and Conditions of this Order shall not, in any way, be construed as to create a partnership or any other kind of joint undertaking or venture between the parties hereto. The Vendor expressly waives any and all rights which may or may not exist to claim any relief under the Buyer’s comprehensive insurance policy, worker’s compensation, or unemployment benefits.
  2. STANDARDS OF CONDUCT The Vendor must reassign its employees, agents, and subcontractors working on the Buyer’s premises if any such personnel are deemed to be disruptive, dangerous, incompetent, or otherwise noncompliant with reasonable conduct guidelines and Buyer’s policies, practices, and procedures. The Buyer shall provide such policies, practices, and procedures upon written request. At the Buyer’s request, the Vendor will distribute any such documents supplied by the Buyer regarding the Buyer’s policies, practices, and procedures, including, but not limited to, Affirmative Action and Sexual Harassment policies, to any employees, agents, or subcontractors of Vendor.
  3. INVOICING/PAYMENTS/SET-OFFS After each delivery of Material, pursuant to this Order, the Vendor shall send duplicate invoices including item number(s) to the Buyer’s Accounts Payable Department.

Payment of invoice(s) shall not constitute acceptance of Material ordered, and shall be subject to appropriate adjustment, if the Vendor failed to meet the requirements of this Order. The Buyer shall have right at any time to set-off any amounts due to the Vendor, or any of its associated or affiliated individuals, companies, or other entities against any amounts owed by the Buyer with respect to this Order, any subsequent Order, or any other contractual agreement between the parties hereto, unless such set-off violates any applicable law or regulation.

  1. INSURANCE AND STATUTORY OBLIGATIONS If any part of this Order involves the Vendor’s performance on the Buyer’s premises or at any place where the Buyer conducts operations, or with material or equipment furnished to the Vendor by the Buyer, the Vendor shall take all necessary precautions to prevent injury to persons or property during the progress of such work. The Vendor shall maintain public liability, personal injury, property damage insurance, and employer’s liability and compensation insurance, in an amount determined by the Buyer to be appropriate, to protect the Buyer from said risks and from any statutory or other liabilities whatsoever arising therefrom. The Vendor shall produce written evidence of such insurance upon request by the Buyer.
  2. WAIVER The failure of the Buyer to insist in any instance upon the strict performance of any provision of this Order, or to exercise any right or privilege granted to the Buyer hereunder, shall not constitute or be construed as a waiver of any such provision or right, and the same shall continue in full force and effect.
  3. NOTIFICATION OF HAZARDOUS PRODUCT The Vendor hereby agrees to notify the Buyer of any inherent hazard related to the Material being purchased herein that would expose the hazard during handling, transportation, storage, use, resale, disposal, or scrap. Said notice shall be sent to the Buyer’s Purchasing Department and shall specify the product name and part number, the nature of the hazard, proper precautions that must be undertaken by the Buyer or others, and any additional information that the Buyer should reasonably expect to know to protect its interest.
  4. COMPLIANCE WITH LAWS By acceptance of this Order, the Vendor agrees to comply with the requirements of Executive Order 11246, as amended, relating to Equal Employment Opportunity; Executive Order 11701, relating to the Employment of Veterans; and the Rehabilitation Act of 1973, as well as their implementing regulations at 41 CFR 60-250 and 41 CFR 60-741. The Vendor also agrees to comply with the Fair Labor Standards Act and the Occupational Safety and Health Act, and all other applicable federal, state, county, and local laws, ordinances, regulations, and codes (including the procurement of required permits and certificates and compliance with the Small and Minority Business Investment Act, known as Public Law 95-507) in the Vendor’s performance hereunder. Whether or not the Buyer provides a specification, if materials, services or containers furnished by the Vendor are required to be constructed, packaged, labeled, or registered in a prescribed manner, the Vendor shall comply with the applicable federal, state, county, and local laws, ordinances, regulations, and codes. The Vendor further agrees to indemnify and hold the Buyer and its customers harmless from any loss or damage that may be sustained by the Buyer, by reason of the Vendor’s failure to comply with any federal, state, county, or local laws, ordinances, regulations, and codes.

The Buyer encourages the Vendor to provide opportunities and assistance to minority and women-owned businesses in accessing the necessary channels to allow their maximum participation in the provision of goods and services. A minority-owned business is defined as a business owned and operated by a person(s) who is a member of a minority groups such as African American, Hispanic, Native American (American Indian), Asian American (Chinese, Korean, Japanese, Pacific Islander, or from India), or Cape Verdean (from the Cape Verde Islands off the coast of Africa).

  1. MANDATORY CLAUSES REQUIRED UNDER GOVERNMENT CONTRACT OR SUBCONTRACTS If a governmental contract number is shown on the face of this Order, clauses contained in the current issue of the Federal Acquisition Regulations (FAR) and supplements thereto, which the government makes mandatory for a contractor under a government contract to include in its subcontracts thereunder, will apply to this Order.
  2. REPRODUCTION OF DOCUMENTATION The Buyer shall have the right at no additional charge to use or incorporate all or portions of Material found in the Vendor’s literature and/or reproduce the Vendor’s applicable literature such as operating and maintenance manuals, technical publications, prints, drawings, training manuals, and other similar supporting documentation and sales literature. The Vendor agrees to advise the Buyer of any changes or updated information relative to the foregoing literature and documentation with timely written notice.
  3. LAW OF THE CONTRACT; VENUE This Order shall be governed by and interpreted in accordance with the laws of the State of California, USA. All suits arising from, concerning, or relating in any way to this Order shall be filed solely in the state or federal courts of San Diego County, California. By accepting this Order, Vendor expressly consents to jurisdiction in such courts of San Diego County, California.