Computype, Inc. Standard Purchase Terms And Conditions.
Offer and Acceptance.
Purchase documents and Purchase Orders are an offer to enter into an agreement. For an agreement to be valid and effective, it must be executed by a duly authorized agent of Computype, Inc. (“Computype”). Computype may revoke, amend or modify this offer at any time prior to Seller’s acceptance. Any of the following acts constitute Seller’s acceptance of this Agreement, any Purchase Order, and all terms and conditions in this document: (a) Seller’s execution and return of the acknowledgment copy of this document or Seller’s own acknowledgment form, (b) Seller’s commencement of performance pursuant to this Agreement or a Purchase Order, (c) Seller’s delivery of any of the products ordered, or (d) Seller’s acceptance of any payment by Computype. Acceptance of a Purchase Order is expressly limited to and conditioned upon acceptance of the terms set forth below, none of which can be altered or amended without Computype’s prior written agreement. Acceptance shall be binding upon Seller and Seller’s successors, assigns and delegates.
All prices shall be as stated in the Purchase Order and are firm and not subject to increase or escalation. Seller represents and warrants that the prices set forth in the Purchase Order are at least as low as those currently being quoted by Seller to commercial users for the same products, in similar quantities, under similar circumstances. If no price is stated for any product, the price for that product shall be the lowest price currently quoted or charged by the Seller for that product, but in no event higher than the price most recently quoted or charged to Computype by Seller for that product.
Packaging and Shipments.
Title and Risk of Loss.
Inspection and Rejection.
Intellectual Property; Noninfringement
Tools and Equipment.
(a) Computype may, at any time and from time to time, by written notice to Seller, make changes in specifications, designs, drawings, method of packing or shipment, quantity ordered, destinations and delivery schedules, and Seller shall immediately comply with these changes. If any such change causes a material increase or decrease in Seller’s cost or the time for performance, an equitable adjustment shall be made to the price or delivery schedule, or both. Any claim by Seller for adjustment under this Section shall be deemed waived unless made in writing within 10 days after receipt of written notice by Computype of the change. Nothing contained in this Section shall excuse Seller from diligently proceeding with the order as changed. (b) Seller shall notify Computype of any proposed change to the product ordered or its production. The Seller shall provide the notice of any proposed change 120 days prior to implementation of change or in adequate time for Computype to consider such change such that it will not cause any delay in deliveries, whichever time period is longer. No change, modification or revision of any Purchase Order or any product to be produced by the Seller shall be binding upon Computype unless in writing and signed by Computype’s duly authorized representative. Without limiting the generality of this provision, “change” includes any raw material change, any process condition change, any manufacturing location change, any manufacturing equipment change and the like.