Terms of Agreement
SELLING TERMS AND CONDITIONS
1.QUOTATIONS. All quotations are offered for prompt acceptance and are subject to change without notice prior to acceptance by Purchaser.
2.ACCEPTANCE. Purchaser's acceptance of Seller's quotation constitutes Purchaser's agreement to purchase and pay for any equipment or component specified on the terms noted on Seller's proposal, invoice or electronic order form or, if not so noted, then within 30 days of invoice date.
3.CANCELLATIONS. If Purchaser cancels a purchase order placed with Seller, Purchaser will promptly reimburse Seller for all losses or costs incurred prior to cancellation and for any labor charges associated with work performed to satisfy Purchaser's order.
4.DELIVERY AND INSTALLATION. Shipment will be made as soon as possible. Freight charges will be prepaid and added to invoice unless otherwise specifically agreed in writing. In the case of equipment not currently in Seller's inventory, delays may be possible. If Seller anticipates a delay of greater than 30 days, Seller will notify Purchaser. All merchandise covered herein shall be installed by Purchaser at their expense unless specifically covered under Seller's quotation or by separate agreement.
5.FORCE MAJEURE. Seller shall not be liable for delay or failures arising from acts of God, strikes which affect our performance, accidents, lock-outs, casualties, or the intervention of governmental agencies, fires, or other causes beyond its control.
6.PURCHASER DELAYS. If Purchaser wishes to delay the manufacture or shipment of equipment ordered for a period of more than thirty (30) days, Seller may place such items in storage at Purchaser's expense and may invoice Purchaser for any labor and expense already provided or incurred in producing items on Purchaser's order up until the date of delay.
7.TRANSIT DAMAGE. Seller shall ship the goods FOB Seller's facility or other shipping location at Seller's sole discretion. Claims for damages in transit may be made only to the transportation company.
8.RETURNS. Seller will generally permit the Purchaser to return unused and undamaged goods within thirty days from the date of shipment to Purchaser, but only after Purchaser has obtained a return merchandise authorization (RMA) from Seller. Seller may decline to issue an RMA for good cause, such as in the case of discount sales of discontinued products, "all sales final" transactions, items with limited shelf life, or repetitive or abusive returns from the same customer.
9.PATENT MATTERS. If items are manufactured in accordance with Purchaser's designs, blueprints, drawings, samples or specifications, the Purchaser shall indemnify and save Seller harmless from any and all expenses, injury or loss arising out of infringement claims because of manufacture, use or sale of such products.
10.WARRANTIES. Seller shall pass on to Purchaser the warranties of the manufacturers of the items sold. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. No other warrant is expressed or implied. Written notice of claimed defects must be given by the Purchaser to the Seller within thirty days after delivery of the product to the Purchaser.
11.LIMITATION OF LIABILITIES. In no event shall Seller be liable for special or consequential damages. Seller's liability on any other claim (including but not limited to negligence or breach of contract) arising out of or connected with this agreement or the use of articles purchased shall in no case exceed the purchase price of the articles with respect to which losses or damages are claimed.
12.COMPLETE AGREEMENT. No conditions or provisions inconsistent with those stated herein shall be effective unless specifically accepted in writing by Seller. All terms, conditions and provisions, whether printed, stamped, typed or written on Customer's purchase order or other communication except the description and specification of goods ordered (quantity price, order number, shipping instructions and tax exemption certificate) shall be ineffective, and in lieu thereof, the terms, conditions and provisions stated herein shall govern. No acknowledgement of any such order or other communication, or the making of deliveries pursuant thereto shall be construed as an acceptance or approval of any such terms, provisions or conditions. No waiver or modification of the terms and conditions herein shall be binding unless in writing.
13.TAXES. Seller may charge and collect sales taxes unless proper exemption certificates are furnished by Purchaser. If Seller does not charge or collect a sales tax because it does not do business in Purchaser's State, then Purchaser shall pay any applicable use tax imposed by Purchaser's State.
14.LATE PAYMENT CHARGES of 1 ½% per month of the total outstanding balance will be made, pro-rated on a daily basis beyond the payment terms.
15.TITLE. Seller shall retain title to all products not paid for in full. Upon failure to make payment in full for any said goods in manner provided by Seller, Seller may repossess and take away said goods. For tax and insurance purpose, Purchaser agrees to report and pay taxes and to provide adequate insurance on such products as though title hereto had vested in Purchaser.
16.JURISDICTION. All of the provisions hereof are to be governed and construed according to the laws of the Commonwealth of Pennsylvania.