Order Terms and Conditions

  1. Assignment
    Neither this order nor any right or obligation hereunder shall be transferred or assigned by the Seller without the express written approval of the Buyer.

  2. Conflict of Terms
    These Terms and Conditions are hereby agreed, between Buyer and Seller, to be operative under this order. Proposed Seller Terms and Conditions are not operative unless such conflicting or additional terms are accepted in writing and signed by both Buyer and Seller.

  3. Correction of Defects
    If Seller's original deliverable under this purchase order does not meet Buyers specification(s), by mutual agreement between Buyer and Seller, Seller shall provide Buyer with revised deliverable(s) which corrects the defect(s) at no additional cost to Buyer.

  4. Cancellation
    • Buyer's Convenience: In addition to any other rights that Buyer may have, Buyer reserves the right to cancel this order or any part of it, and Buyer's sole responsibility to Seller shall be to pay the contract price for any such services performed and/or reports as have been delivered, in whole or in part, as of the time such cancellation is effective. The reimburse to Seller will be costs of materials and direct labor expended by it in reasonable anticipation of its fulfillment of this order which are not recoverable by Seller, provided that no allowance shall be made to Seller for any anticipated effort or fee not already expended or earned. Any unused deposits or advanced payments will be refunded immediately, or, if applicable, will be deducted from the final payment to the Seller.

    • Default: The Buyer may, by written notice of default to the Seller, terminate the whole or any then remaining part of this effort if Seller fails to make delivery of the supplies or to perform the services within the time specified herein or any extension thereof; or if Seller fails to perform any of the other provisions of this Agreement in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of 10 days (or such longer period as Buyer may authorize in writing) after receipt of notice from the Buyer specifying such failure; or Seller becomes insolvent or the subject of proceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due. Any unused deposits or advanced payments will be refunded immediately, or, if applicable, will be deducted from the final payment to the Seller.

  5. Change Orders
    No change, modification or extension of this order shall be effective against either Buyer or Seller unless it is made in writing; makes specific reference to this order; and it is signed by both parties.

  6. Confidentiality
    Information disclosed by Buyer to Seller marked as 'Confidential Information' shall be treated as such by Seller for a period of five (5) years and returned to Buyer upon request. To the extent that information disclosed by Buyer: (a) is or becomes part of the public domain, (b) is known to Seller prior to any disclosure by Buyer, its associates, customer, or (c) is subsequently rightfully received by Seller from a third party as non-confidential information, the obligation(s) contained herein will not be operative.

  7. Records Retention
    Documents received/generated shall remain on file at Seller's facility for at least one year from the conclusion of the contract to aid in answering any future questions that might develop.

  8. Disputes
    Any controversy, claim or litigation under this Subcontract, if commenced by Seller, shall be brought in a court of competent jurisdiction governed by the laws of the State of New Mexico. Pending the resolution of any dispute under this Subcontract, the Seller shall proceed as directed by the Buyer.

  9. Excusable Failure or Delay
    Any controversy, claim or litigation under this Subcontract, if commenced by Seller, shall be brought in a court of competent jurisdiction governed by the laws of the State of New Mexico. Pending the resolution of any dispute under this Subcontract, the Seller shall proceed as directed by the Buyer.

  10. Fair Labor Standards
    Seller certifies that in the production of the goods and/or performance of the services covered by this invoice that the Seller has complied with all applicable requirements of Sections 6, 7, and 12 of the U.S. Fair Labor Standards Act, as amended and regulations and orders of the United States Department of Labor issued under Sections 14 thereof.

  11. Inspection and Acceptance
    All services and/or reports sold under this order shall be subject to inspection and acceptance by Buyer after delivery and before final payment.

  12. Invoice and Payment
    Seller will invoice in accordance with the requirements of the order. Payments terms are net 30 days after receipt of an acceptable invoice. Invoices will reference:
    • Seller's unique invoice number
    • Date of invoice
    • ARA's Order Number Invoices will be submitted to:
      Applied Research Associates, Inc.
      In care of the Billing Address specified in this Order

  13. Patents and Data
    The Seller shall notify the Buyer immediately upon becoming aware of any invention or technical data conceived or first actually reduced to practice during the performance of this order subject to or that may become subject to the provisions of U.S. Patents or Copyright laws. Such notification shall include sufficient information for the Buyer to determine whether or not the general provisions of this order are sufficient to protect the Customer's interest in such invention or technical data as it relates to the performance of the work hereunder.

  14. Price
    The price for the services sold hereby shall not be higher than that appearing on the face of this order, and the seller's proposal.

  15. Time and Delivery
    Time shall be of the essence. Unless otherwise agreed in writing Seller shall deliver on the proposed schedule. If a mutually agreed extension is arrived at for the final delivery date, the Buyer will document any such changes to the original order.

  16. Waiver
    The failure of the Buyer to insist in any one or more instances upon the full performance of any of the terms, covenants of this order or to exercise and rights hereunder shall not be construed as a waiver of any legal rights the Buyer has with respect to such nonperformance or be construed as Buyer's condoning further nonperformance of such terms, covenants or conditions.

  17. Packing and Shipping
    Unless otherwise specified, all work is to be packed in accordance with good commercial practice. A complete packing list shall be enclosed with all shipments. Seller shall mark containers or packages with necessary lifting, loading, and shipping information, including the Buyer's Order Number, item number (if any), dates of shipment, and, if applicable, the names and addresses of consignor and consignee. Bills of lading shall include Buyer's Order Number. Unless otherwise specified, delivery shall be FOB Destination.

  18. Warranty
    All services and/or reports sold and delivered by Seller to Buyer shall be in full conformity with buyer's specifications set forth or referred to on the face hereof or if none are set forth or referred to, shall be in conformity with Seller's published specifications or proposal provided to the Buyer and will be fit and sufficient for the use intended by Buyer if known to Seller and will be of good quality and workmanship and free from defects. The foregoing warranty shall survive any acceptance of the services and/or reports. If a non-conformity is presented to Seller by Buyer and Seller concurs, Seller will replace or correct the final deliverable at a mutually agreeable schedule.

  19. Occupational Safety and Health Act
    Incorporated in this purchase order by reference thereto are all laws, interim and permanent standards, rules and regulations of the U.S. Occupational Safety and Health Act and all state and federal laws and regulations relating to safety and health standards and regulations and Seller accepts any responsibility arising from the failure of such purchased supplies, articles or services to comply with such laws, standards and regulations.

  20. Compliance with Applicable Federal, State and Local Laws
    Seller shall, at its own expense, comply with and assume all obligations imposed by any one or more of any Federal, State, and Local laws and regulations that may be applicable to this Order and, if requested by the Buyer, certify to the effect that it has complied with said laws and regulations.

  21. Controlling Law
    This agreement is to be governed by the laws of the state of New Mexico.