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1.
GENERAL -
The terms and conditions of sale contained herein apply to all
quotations made and all purchase orders entered into by Seller,
and acceptance by Seller of any order by confirmation or commencement
of performance shall be on the basis of these terms and conditions
of sale, even though no reference is made thereto at the time
of acceptance. Seller's failure to object to provisions contained
in any communication from Buyer shall not be deemed a waiver of
these terms and conditions of sale. Buyer's assent to these terms
and conditions of sale shall be deemed to be given by implication
unless Buyer gives written notice of objection to Seller promptly
under receipt of this document. Any changes in the terms and conditions
of sale contained herein must specifically be agreed to in writing
by an Officer of Seller before becoming binding on Seller.
2. ACCEPTANCE
OF ORDERS - All orders from Buyer are subject to
acceptance by Seller, and Seller reserves the right to accept
or reject any orders in whole or in part.
3. PRICES - Prices quoted
or acknowledged by Seller are firm for the quantities and the
shipping schedules set forth in the quotation or order acknowledgement,
but are subject to revision if quantities and/or shipping schedules
are changed by buyer.
4. TAXES - Unless otherwise
specifically provided for in quotation or order acknowledgement,
the amount of any present or future sales, revenue, excise or
other tax applicable to the products covered by this quotation
or order or the manufacture or sale thereof, shall be added to
the purchase price and shall be paid by Buyer, or in lieu thereof
Buyer shall provide Seller with a tax exemption certificate acceptable
to the taxing authorities.
5. TRANSPORTATION
- All sales are made F.O.B. shipping point. Seller's title passes
to Buyer upon making delivery of material purchased hereunder
to carrier at shipping point in good condition. All claims for
loss or damage must be filed by Buyer with the carrier. Unless
specific instructions are given by Buyer, Seller reserves the
right to select carrier and routing.
6. DELIVERY - Shipping
dates are approximate and are based on prompt receipt from Buyer
of all necessary information, Seller reserves the right to make
partial shipments. For merchandise custom made to Buyer's specifications
Seller reserves the right to deliver up to 5% more than the exact
quantity ordered (1 unit if quantity ordered is 5-19), and Buyer
is obligated to pay for the full quantity shipped.
7. PAYMENT AND TERMS
- All invoices on credit terms are due and payable 30 days from
the date of invoice. No discounts are allowed. Invoices remaining
unpaid after their due date will be subject to interest charge
of 1.5% per month (or the maximum rate allowed in Buyer's State,
if lower) from their due date until paid. Buyer will pay all costs
and expenses of collection of overdue accounts, including reasonable
attorney's fees.
Each shipment shall be considered a separate and independent transaction,
and payment therefore shall be made accordingly. If shipment is
delayed by Buyer, Seller has the right to issue invoice on the
date he is prepared to make shipment. If the work covered by the
purchase order is delayed by Buyer, the invoiced amount shall
be based on the purchase price and the percentage of completion.
Products held for Buyer shall be at the risk and expense of Buyer.
Seller reserves the right to ship to its order and make collection
by sight draft with bill of lading attached.
If, in the judgement of Seller, the financial condition of Buyer
at any time does not justify continuation of production of shipment
on the terms of payment originally specified. Seller may require
full or partial payment in advance. in the event of bankruptcy
or insolvency by Buyer or in the event any proceeding is brought
by or against Buyer under the bankruptcy or insolvency laws, Seller
shall be entitled to cancel any order then outstanding and shall
receive reimbursement for its cancellation charges.
8. LIMITED WARRANTY
- Seller warrants merchandise sold by it to be free from defects
in materials and workmanship to equal or exceed the applicable
published ratings and specifications at the time of shipment,
or in the case of custom made merchandise or prototypes the specifications
agreed on, under proper storage and use, for a period of thirty-six
(36) months from the date of the original shipment. Buyer's approval
of prototype shall be proof that the design meets the agreed specification.
Performance data and or physical dimensions of production volume
transformers that have not been agreed upon in writing by the
Seller, prior to Seller's production release of customer's order,
including specified levels of mechanical hum and magnetic strayfield,
which are found by the customer to deviate from the originally
accepted prototype will, if technically possible, be modified
by Seller at Buyer's expense after authorization of such work
has been received from the Buyer.
Seller's entire liability and obligation to Buyer under this warranty
shall be expressly limited to the repair, replacement or crediting,
as Seller may determine at its sole discretion, of any defective
or nonconforming merchandise for which Buyer has first given written
notice to Seller of such defect or nonconformity in the manner
as provided below. No claim under this warranty shall be valid
unless within thirty (30) days of its receipt of any merchandise
hereunder, Buyer shall furnish Seller in writing notice of any
defect in materials and/or workmanship or any nonconformity with
any applicable specifications, specifying in detail any such defect
or non- conformity. Absent such timely notice, Buyer shall be
deemed to have waived any such defect or nonconformity which could
be determined based upon a reasonable inspection of such goods.
With respect to orders contemplating a series of shipments of
merchandise by Seller or Buyer, unless Buyer notifies Seller in
writing within thirty (30) days of the initial shipment of any
nonconformity with any applicable specifications, then Buyer shall
be deemed to have waived such nonconformity with respect to subsequent
shipments involving the same specifications. Other than with respect
to the repair, replacement, or crediting of defective merchandise
by Seller under the limited warranty as provided above, Seller
shall have no obligation to Buyer with respect to any monetary
damages by reason of such nonconformity or defect, and in no event
shall Seller be liable to Buyer for any lost profits or consequential
damages.
Seller shall have the option, exercisable in its sole discretion,
of requiring the return to it or an authorized representative
of the defective merchandise, transportation prepaid, for inspection.
No warranty claim will be allowed which, in the opinion of Seller,
resulted from merchandise being altered or repaired by other than
Seller or an authorized representative or resulted from misuse,
negligence or accident. In the event that some, but not all items
of merchandise are defective within the terms of the limited warranty
set forth above, the repair, replacement or crediting of defective
merchandise at Seller's option shall apply only to such defective
items falling within the terms of such limited warranty and Buyer
shall have no right to return or seek credit for any items not
so defective.
THE FOREGOING WARRANTIES AND REMEDIES ARE EXCLUSIVE, AND SELLER
SHALL HAVE NO FURTHER OR ADDITIONAL OBLIGATION WITH RESPECT TO
ANY MERCHANDISE SOLD TO BUYER. ALL IMPLIED WARRANTIES, INCLUDING
MERCHANTABILITY AND FITNESS FOR PURPOSE, ARE DISCLAIMED.
9. LIMITATION OF LIABILITY
- Seller's sole liability and Buyer's exclusive remedy for damages
from any cause whatsoever (and regardless of the form of action)
shall be limited to the repair, replacement or crediting, at seller's
sole option pursuant to the limited warranty set forth above,
of the specific merchandise that cause the damages or are the
subject matter of, or directly related to the cause of action.
In no event shall Seller be liable for damages caused by Buyer's
negligence of for any lost profits, or other incidental or consequential
damages, including loss to other machinery or equipment of which
a product of Seller is a part, even if Seller has been advised
of the possibility of such damages.
10. FORCE MAJEURE
- Seller shall not be liable for any failure or delay in manufacture
or delivery resulting from any cause beyond the reasonable control
of Seller, including by way of illustration and not by way of
limitation, compliance by Seller with any Government or military
regulation, or from acts of God, fires, or other casualty or accident,
strikes, lockouts, factory shutdowns, or alterations, embargoes,
riots or other disorders, delays or shortages in transportation,
or inability to obtain sufficient quantity of fuel, power, labor,
manufacturing facilities of materials or other supplies from the
usual sources of Seller. Neither shall the Seller be held to the
price of the product in his quotation and/or order acknowledgement,
in the event cost of materials needed for the Seller's manufacturing
process of the product, as the result of events listed in this
paragraph, and being beyond the reasonable control of the Seller,
would increase beyond what can normally be expected during the
life of the contract. Should such cost increases occur, the Seller
and the Buyer agree to re-negotiate the price for the product
based on the actual cost increases to the Seller for the Buyer's
product as a result of said price increases of materials used
in the manufacturing of the product in question.
11. CANCELLATION -
Cancellation of orders will be subject to a Cancellation Charge
equal to 10% of the Order Value, or the value of material and
work performed on the cancelled Product at the time of cancellation,
whichever is greater.
12. RETURN POLICY
- Buyer must obtain a Return Material Authorization (RMA) Number
from Seller prior to shipping any Product back to Seller. All
Returns to be sent prepaid by Buyer. At the discretion of the
Seller, unused and undamaged Standard Products may, under certain
circumstances, be accepted back for credit or exchange. A restocking
charge may apply. Please consult the factory. Custom made products
which are returned as defective, but are found to meet the specifications
agreed upon, will be subject to a re-testing charge.
13. DISPUTES - This Agreement
shall in all respects be governed by the laws of the State of
Maryland. Disputes between the parties shall be settled by arbitration
according to the Rules of the American Arbitration Association
with three arbitrators. |
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An
Addendum
for Sale of Products Manufactured Off-Shore
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The
following terms and conditions are an addendum to our General
Terms and Conditions of Sale (form 228) and are exclusively applicable
to orders for products manufactured outside of the Continental
USA.
1. FREIGHT CHARGES
- Freight charges from the off-shore factory to the Seller's factory
in Salisbury, MD are included in the unit price quoted by Seller
to the Buyer and based on ocean freight, unless otherwise agreed
upon in writing. Should the Buyer request a faster mode of transportation
than that originally included in the unit price, the Buyer agrees
to compensate the Seller for the additional cost thereof.
2. ACT OF GOD, FORCE MAJEURE
- Delays due to the act of God or other circumstances over which
the Seller has no control do not make the Seller responsible for
airfreight charges or other faster modes of transportation that
the Buyer may request to make up for any delay caused by circumstances
as described above.
3. RE-SCHEDULING SHIPMENTS
- Should the Buyer request that the Seller delays the delivery
schedule originally agreed upon by the two parties, the Buyer
is responsible for and will accept delivery of all shipments that
at the time of the notice, have been manufactured or any lots
that are in production at the off-shore factory.
4. SAFETY STOCK -
In the event that the Seller has agreed to maintain a certain
safety stock at his factory in Maryland of off-shore, the Buyer
is responsible to take possession of such stock as agreed to as
part of the original order. Should the Buyer ask the Seller to
delay the delivery of such stock to the Buyer, the Seller will
be compensated therefore by billing the Buyer an interest rate
of 1.5% per month of the sales price value of such stock.
5. DESIGN CHANGE
- The Buyer agrees to take possession of all shipments manufactured
or any lots that are in production at the off-shore factory prior
to the Buyer has notified the Seller of a design change.
6. LIMITED WARRANTY TERMS
- In addition to the terms and conditions of the limited warranty
in paragraph 8 of form 228, the Buyer will notify the Seller within
14 working days after receipt of a shipment of any defect of non-conformity.
Absent such timely notice from the Buyer, and should the second
shipment contain the same defect or non-conformity as the previous
shipment and that such defect or non-conformity could have been
avoided if the Buyer had properly notified the Seller, the Seller
reserves the right to charge the Buyer for any repair or replacement
costs related to the second shipment of a defective production
lot. |
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