Vendor Terms and Conditions Overview
LAST REVISED: September 20251. Definitions
Agreement means any purchase order, contract, or agreement that incorporates these Terms and Conditions by reference or attachment.
Buyer means NW Engineering LLC, a company located in the Pacific Northwest.
Delivery Date means the date of delivery for Goods and Services as specified in an Order.
Goods means materials, parts, supplies, equipment, software, or items that are required to be delivered pursuant to an Order.
Order means a purchase order, contract, or other authorization issued by Buyer to Supplier for the procurement of Goods and Services.
Services means Supplier's activities including design, engineering, installation, repair, maintenance, consulting, or other professional services.
Supplier means the vendor or service provider fulfilling an Order from Buyer.
Specifications means all requirements with which Goods and Services must comply, as specified by Buyer in Orders, including drawings, instructions, and standards.
2. Order Acceptance
Supplier's performance under an Order, acknowledgment, or shipment of Goods constitutes acceptance of the Order and all terms and conditions contained herein. Any additional or conflicting terms proposed by Supplier are hereby rejected unless specifically agreed to in writing by Buyer's authorized representative.
3. Payment Terms
Payment of invoices shall be made within thirty (30) days following Buyer's receipt of a proper invoice, provided the associated Goods have been delivered and accepted, and Services have been completed to Buyer's satisfaction. All invoices must include:
- Purchase order number
- Detailed description of Goods or Services
- Quantity, unit price, and total amount
- Any applicable taxes separately stated
4. Quality Requirements
Supplier shall comply with all Specifications applicable at the time of delivery. All Goods must be new, free from defects in material and workmanship, and conform to applicable industry standards. Supplier shall immediately notify Buyer in writing of any failure to comply with Specifications or any quality issues that may affect the Goods or Services.
5. Delivery
Time is of the essence in Supplier's performance. Supplier shall deliver Goods and perform Services by the specified Delivery Date. Title and risk of loss shall pass to Buyer upon receipt of conforming Goods at Buyer's designated location. Buyer may reject early deliveries or deliveries in excess of ordered quantities at Supplier's expense.
6. Inspection and Acceptance
Buyer reserves the right to inspect all Goods and Services. Acceptance occurs only upon Buyer's written acceptance or after a reasonable opportunity to inspect, whichever is later. Buyer may reject nonconforming Goods and require replacement at Supplier's expense within a reasonable time frame.
7. Warranty
Supplier warrants that all Goods shall be:
- New and free from defects in material and workmanship
- Merchantable and fit for the intended purpose
- Manufactured in accordance with Specifications
- Free from liens and encumbrances
Services shall be performed in a professional and workmanlike manner in accordance with industry standards. The warranty period shall be one (1) year from acceptance unless otherwise specified. Supplier shall remedy any warranty defects at no cost to Buyer.
8. Indemnification
Supplier shall indemnify, defend, and hold harmless Buyer from and against all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:
- Supplier's performance under this Agreement
- Any defects in Goods or Services
- Supplier's breach of these terms and conditions
- Intellectual property infringement claims
9. Insurance
Supplier shall maintain adequate insurance coverage including:
- Commercial General Liability: minimum $1,000,000 per occurrence
- Professional Liability: minimum $500,000 per claim (if providing services)
- Workers' Compensation: as required by applicable law
Buyer shall be named as additional insured where applicable. Certificates of insurance shall be provided upon request.
10. Termination
Buyer may terminate any Order for convenience upon written notice. Buyer may terminate for cause if Supplier fails to perform any obligation and does not cure such failure within ten (10) days of written notice. Upon termination, Buyer shall pay only for conforming Goods delivered and Services satisfactorily performed prior to termination.
11. Intellectual Property
Supplier represents that it has sufficient rights to all Goods, Services, and intellectual property provided to Buyer. Any work product specifically created for Buyer shall be owned by Buyer. Supplier grants Buyer a license to use any background intellectual property necessary to utilize the Goods and Services.
12. Confidentiality
Supplier shall maintain in confidence all proprietary information received from Buyer and use such information solely for the purpose of fulfilling Orders. This obligation shall survive termination of any Order or Agreement.
13. Compliance with Laws
Supplier warrants compliance with all applicable federal, state, and local laws and regulations in the performance of Orders, including but not limited to:
- Environmental regulations
- Safety and health requirements
- Employment and labor laws
- Anti-corruption and ethics requirements
14. Force Majeure
Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, or government actions, provided the affected party promptly notifies the other party and uses best efforts to mitigate the impact.
15. Governing Law and Dispute Resolution
These Terms and Conditions shall be governed by the laws of the State of Washington without regard to conflict of law principles. Any disputes shall be resolved through good faith negotiation, and if unsuccessful, through binding arbitration in Washington State.
16. General Provisions
These Terms and Conditions constitute the complete agreement between the parties regarding the subject matter herein. Modifications must be in writing and signed by authorized representatives of both parties. If any provision is deemed invalid, the remaining provisions shall remain in full force and effect.
If you have questions or concerns about these Terms, please contact us at contact@nwengineeringllc.com or through the web form on our contact page.
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