Terms and Conditions of Purchase and Sale
By submitting a Purchase Order for the purchase of products, Customer acknowledges and agrees to the
following terms and conditions:
Customer will initiate offers to purchase products by the submission of a Purchase Order to Clearwater Tech.
Purchase Orders will identify the products, unit quantities, part
numbers, descriptions, applicable prices and requested delivery dates. All Purchase Orders are subject to Clearwater
Technologies, Inc.'s acceptance, in its sole discretion, according to product availability and these governing Terms and
All prices are set forth in US dollars. All quoted prices are subject to change without notice. Prices
charged are those in effect at the time of shipment and Customer agrees to pay such prices, subject to any Customer specific
pricing and transaction related charges. Prices may increase before shipment in the event Clearwater Technologies, Inc.'s costs
increase. If delivery is delayed at Buyer's request beyond the originally scheduled delivery date, prices are subject to
revision. Products invoiced and held by www.clrwtr.com at Customer's request will be held at Customer's sole risk and expense
above and beyond the purchase price, including but not limited storage and handling charges.
Any applicable sales, excise, use or other taxes, duties or fees which Clearwater Technologies, Inc. may be
required to pay or collect, under any existing or future law, upon or with respect to the sale, purchase, delivery, storage,
processing, use, consumption or transportation of any products covered hereby, shall be for the account of the Customer, and
Customer agrees to pay such amount to Clearwater Technologies, Inc. upon request in addition to the quoted purchase price.
Terms of Payment
Subject to the approval of Customer's credit by www.clrwtr.com, standard term of payment is NET thirty (30)
days from the date of invoice, and payment shall be made as follows:
- For Customers having an established place of business in the United States (excluding protected territories and
possessions) and requesting delivery of product in the United States (excluding protected territories and possessions),
Customers may pay by personal/ business check, money order, major credit card (MasterCard, Visa, and American Express), Cash
on Delivery (C.O.D) or, upon advance qualification, an open account with Clearwater Technologies, Inc.
- For Customers requesting delivery of product to locations outside of the United States, Customers must pay by wire
transfer of funds and Credit Cards only. A $100 minimum order is required for international orders. All international orders
will be charged a $30 wire transfer fee. If the minimum requirement is not met, a minimum order fee will be charged the order
difference. Normal terms will apply to US companies exporting to foreign countries.
- For Customers paying by credit card and ordering NCNR (non cancellable, nonreturnable) or non stock items, the credit
card will be charged in advanced.
- For Customers paying by personal/business check, a $25 fee will be charged for returned checks.
- Customer will pay the total amount of each invoice from Clearwater Technologies, Inc. pursuant to the terms of such
invoice without offset or deduction. Invoices not paid when due will bear interest to date of payment at the annual rate of
eighteen (18%) percent or such lower rate as may be the maximum permitted by law. If Customer fails to make payment when due,
Clearwater Technologies, Inc. may pursue any legal or equitable remedies, in which event Clearwater Technologies, Inc. will
be entitled to reimbursement for costs of collection and reasonable attorneys' fees.
- All Customer Purchase Orders are subject to ongoing credit approval by Clearwater Technologies, Inc. Customer will submit
such financial information as Clearwater Technologies, Inc. may reasonably require for determination of credit terms.
www.clrwtr.com may, at any time or times, suspend performance of any order or require payment in cash, security or other
adequate assurance satisfactory to Clearwater Technologies, Inc. when, in Clearwater Technologies, Inc.'s opinion, the
financial condition of Customer or other grounds for insecurity warrant such action. www.clrwtr.com may, in its sole
discretion, change theses terms of payment without notice, at any time or times, for all future transactions and require
advance payment, security, payment by official bank draft or other approved payment means, as Clearwater Technologies, Inc.
deems appropriate in its sole discretion.
- If Customer is in default of any payment, www.clrwtr.com may, in its sole discretion, suspend or cancel delivery of
product under any and all Purchase Orders or cancel any and all Purchase Orders, in whole or in part, and Customer shall be
liable to pay Clearwater Technologies, Inc. for products already shipped.
- As may be authorized hereunder, payments by check are subject to collection and the date of collection will be deemed the
date of payment.
- Any payment received from Customer may be applied by www.clrwtr.com against any obligation owing by Customer to Clearwater
Technologies, Inc. under this or any other contract, regardless of any statement appearing on or referring to such check,
without discharging Customer's liability for any additional amounts owing by Customer to www.clrwtr.com The acceptance by
www.clrwtr.com of such check will not constitute a waiver or settlement of Clearwater Technologies, Inc's right to pursue the
collection of any remaining unpaid balance.
Delivery and Title
All orders are shipped FOB point of shipment from Clearwater Technologies, Inc.'s facility or directly from
the factory. Products will be shipped via DHL, FedEx, UPS (or other like carrier when necessary), unless requested otherwise by
Customer. For priority or overnight deliveries, please so indicate when ordering. www.clrwtr.com will make commercially
reasonable efforts to deliver products in accordance with Customer's requested delivery date(s). Customer acknowledges that
delivery dates provided by Clearwater Technologies are estimates only - not a warranty or guarantee -- and that Clearwater
Technologies, Inc. will not be liable for failure to deliver product on such dates. Customer requests to reschedule delivery
dates are subject to acceptance by www.clrwtr.com in its sole discretion.
Subject to Clearwater Technologies, Inc.'s right of stoppage in transit, delivery to a carrier will
constitute delivery to Customer, and all risk of loss will thereupon pass to Customer; however, title in and to all products
shall remain in Clearwater Technologies, Inc. until payment is made in full by Customer and received by www.clrwtr.com .
Any claims for shortages and/or damage to delivered products must be made to the carrier in accordance with
the carrier's claims policy, but not more than ten (10) days after delivery of the product to the carrier.
Inspection and Acceptance
All products delivered shall be examined by Customer promptly upon receipt. Customer shall be deemed to have
accepted the products unless a valid written notice of rejection, due to defect in the goods or non-conformance to the order, is
received by Clearwater Technologies, Inc. within 30 days of Customer's receipt of goods. No such claims made after such period
need be considered by www.clrwtr.com Products purchased on the basis of weight are subject to customary quantity variations
recognized by trade practice.
Customer must obtain a material authorization number ("RMA No.") from www.clrwtr.com before returning any
product eligible for return. No return of eligible products will be accepted by Clearwater Technologies, Inc. without a return
material authorization number (RMA No.), which will be issued at Clearwater Technologies, Inc.'s sole discretion. Special order
products may not be returned for any reason if non-defective. All authorized returned products must be unused and re-saleable,
in original shipping cartons and must be complete with all packing materials. If returned products are claimed to be defective,
Customer must notify a Customer Service Representative of the nature of the defect prior to returning the product. All items not
eligible for return will be returned to customer, transportation costs collect. Product returned to Clearwater Technologies,
Inc. by Customer for no fault of Clearwater Technologies, Inc. may be subject to a restocking/handling fee.
Cancellation of Orders
Orders may not be canceled (or rescheduled) after delivery of the products to the carrier. Cancellation
requests on orders placed on the Clearwater Technologies, Inc. website must be done internally by a sales representative.
- Regularly Stocked Products. Customer may, without charge, cancel a Purchase Order, in whole or in part, for regularly
stocked products by written notice of cancellation to www.clrwtr.com not less than sixty (60) days before Clearwater
Technologies Inc.'s scheduled shipment date. Any written notice of cancellation of a Purchase Order, in whole or in part,
received by Clearwater Technologies, Inc. less than sixty (60) days before the scheduled shipment date may be refused or
accepted by Clearwater Technologies, Inc. in its sole discretion, and if accepted, all cancelled products may be subject to
a restocking/handling fee.
- Special Order Products. Customer may not cancel special order products, which include but are not limited to products
not regularly stocked by Clearwater Technologies, Inc., products that are subject to minimum order requirement and products
that have special handling charges. All sales of special order products are sold on a final, non-cancelable, non-returnable,
Limited Warranty & Limitations of Liability
Clearwater Technologies, Inc. warrants to Customer that the products delivered will conform substantially to
the description set forth in the Purchase Order. WITH THE EXCEPTION OF THE FOREGOING WARRANTY, www.clrwtr.com MAKES NO OTHER
WARRANTY, EXPRESS OR IMPLIED WITH REGARD TO THE PURCHASE OF PRODUCTS, AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE, OR NON-INFRINGEMENT. NO ACTION,
REGARDLESS OF FORM, ARISING OUT OF THE PURCHASE OF PRODUCT UNDER THIS CONTRACT MAY BE BROUGHT BY CUSTOMER MORE THAN ONE YEAR
AFTER THE CAUSE OF ACTION HAS ACCRUED.
IN NO EVENT SHALL CLEARWATER TECHNOLOGIES, INC. BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (REGARDLESS OF HOW STATED) ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE USE OF
ELECTRONIC MEANS TO CARRY OUT A PURCHASE TRANSACTION, OR THE PURCHASE OF ANY PRODUCT HEREUNDER, INCLUDING BUT NOT LIMITED TO,
LOSS OF PROFIT, LOSS OF PROMOTIONAL OR MANUFACTURING EXPENSE, OVERHEAD, INJURY TO REPUTATION, LOSS OF GOODWILL, LOSS OF CUSTOMERS,
INJURY TO COMPUTERS, NETWORKS OR TELECOMMUNICATIONS EQUIPMENT, WHETHER OR NOT CLEARWATER TECHNOLOGIES, INC. HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL CUSTOMER'S RECOVERY FROM CLEARWATER TECHNOLOGIES, INC. FOR ANY CLAIM EXCEED CUSTOMER'S
PURCHASE PRICE FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM IRRESPECTIVE OF THE NATURE OF THE CLAIM, WHETHER IN CONTRACT, TORT,
WARRANTY, OR OTHERWISE.
With respect to products that do not meet applicable manufacturer's specifications, Customer's sole remedy and
Clearwater Technologies, Inc's total liability is limited to a refund of Customer's purchase price for such products or
replacement of such products; provided, however, that such products are returned, transportation charges prepaid, to Clearwater
Technologies, Inc. along with acceptable evidence of purchase of such products from Clearwater Technologies, Inc., within twenty
(20) days from the date of delivery to Customer.
Clearwater Technologies, Inc. will not be liable for delays in delivery or for failure to perform its
obligations due to causes beyond its reasonable control, including, but not limited to, product allocations, material
shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties,
acts or omissions of civil or military authorities, government priorities, fire, strikes, floods, epidemics, quarantine
restrictions, riots, terrorists acts, or war. Clearwater Technologies, Inc's time for delivery or performance will be
automatically extended by the period of such delay or Clearwater Technologies, Inc. may, at its option, cancel any order, in
whole in part, without liability by giving notice to Customer.
All purchases of computer software are subject to the terms and conditions of the license agreement
accompanying the software.
Customer acknowledges that the products ordered and delivered may be subject to the export control laws and
regulations of the United States of America and the country in which Customer is located. Customer shall be solely responsible
for the determination of and adherence to the export control laws and regulations applicable to the products ordered by Customer.
Customer agrees not to export or re-export products in violation of such laws and regulations. Moreover, Customer agrees not to
export products or any documentation or information related thereto
- To any country in which the United States has embargoed or restricted the export of goods and services (including but
not limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria) or to any national of any such country or other person
or entity, wherever located, who intends to transmit, transport or deliver products to such a country;
- To any end-user who Customer knows or has reason to know will utilized the products in the design, development or
production of weapons of mass destruction, including but not limited to nuclear, chemical and biological weapons
- To any end user who has been prohibited from participating in export transactions by a governmental agency, including
but not limited to any federal agency of the United States government. These restrictions may change from time to time. If
Customer has any questions regarding its obligations under the export laws and regulations of the United States of America,
Customer should contact the Bureau of Industry and Security, U.S. Department of Commerce. For current information and
contact addresses and telephone numbers, see http://www.bxa.doc.gov/
Customer agrees to indemnify and hold harmless Clearwater Technologies, Inc. from and against any and all
claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees and litigation expenses) arising from or
- The purchase, use and/or distribution of products supplied by www.clrwtr.com in violation of the terms and conditions
of this Agreement
- The negligence or lack of due care by Customer, Customer's customers, agents, employees or invitees, in whole or in
- Infringements of third party intellectual property or other proprietary rights arising from the use or distribution of
supplied products by Customer, Customer's customers, agents, employees.
This Agreement shall be construed and controlled by the laws of the State of Idaho, without application of
its conflict of laws provisions, and the applicable laws of the United States of America. Customer consents to jurisdiction and
venue in the state and federal courts sitting in the State of Idaho. The United Nations Convention on the International Sale of
Goods shall not apply and its application is hereby expressly excluded.
Relationship of Parties
The parties to this Agreement are independent contractors and neither this Agreement, nor any terms or
conditions herein, shall be construed as creating a joint venture, partnership, agency or franchise relationship.
Consent to Electronic Agreement, Records and Signatures
This Agreement or any purchase transaction (or any signature, writing, or record pertaining thereto) shall
not be denied legal effect, validity, or enforcement solely because it is in electronic form and/or because an electronic
signature or electronic record was used in its formation. Customer expressly consents to Clearwater Technologies, Inc.'s use of
electronic documents and records to provide purchase transaction information. Upon reasonable request, Customer may obtain a
printed copy of electronic documents and records pertaining to Customer's purchase transaction(s) at www.clrwtr.com cost of
preparation and mailing of such copies.
This Agreement shall constitute the entire agreement between the parties with respect to the purchase of
products and supercedes all prior or contemporaneous communications, both oral or written. Neither this Agreement nor any
Purchase Order shall be modified except in writing signed by a duly authorized representative of each party. No waiver of any
breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same of
any other provision hereof, and no waiver shall be effective unless made in writing and signed by a duly authorized
representative of the waiving party.
If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid
and/or unenforceable, the remaining provisions shall remain in full force and effect.
The section headings used in this Agreement are for convenience only and shall not be deemed to supersede or
modify any provision.