1.0 GENERAL The following terms and conditions shall constitute the entire agreement for the purchase and sale of Tate Engineering Systems, Inc. products. Any acceptance contained herein is made expressly conditional upon the purchaser's consent to any terms hereof, which are different from and in addition to, or vary from the terms contained in the purchasers purchase order or request for quotations. Such shall be deemed to occur upon the failure of the purchaser to object in writing specifically to any such terms within 14 days from the receipt hereof. Any terms and conditions in the purchaser's purchase order or request for quotation which are different from, in addition to, or vary Tate Engineering Systems, Inc.'s terms and conditions shall not be binding upon Tate Engineering Systems, Inc. and are hereby waived by purchasers consent hereto.
2.0 PAYMENT TERMS Cash payments - Net 30 days from invoice date. Purchaser agrees that a service charge at the maximum rate allowed by law on 1 1/2% per month will be due on balances, which are over 30 days. If for any reason this contract is placed in the hands of an attorney for enforcement and collection of any sum of money due to Tate Engineering Systems, Inc., purchaser covenants and agrees that he will pay all cost of collection and enforcement of the terms of this agreement, including, but not limited to attorney's fee of 35%, and further understands and agrees that any suit arising from the proposal shall be brought in the Circuit Court of Fairfax County, Virginia, without a jury.
3.0 CHANGES Prior to the date of delivery of any goods or products hereunder, the purchaser shall have the right to make changes in its order provided Tate Engineering Systems, Inc. receives written notice of the desired changes, accepts the same in writing, and provided further that the purchaser accepts the additional charge therefor as determined by Tate Engineering Systems, Inc. Changes which interfere with or alter Tate Engineering Systems, Inc. production schedules will not be acceptable unless the time for performance is extended for such period as deemed necessary by Tate Engineering Systems, Inc. Failure of Tate Engineering Systems, Inc. to accept a purchaser's request to change its purchase order shall not be cause for purchaser's cancellation of its order except upon payment of a cancellation charge to be determined by Tate Engineering Systems, Inc.
4.0 CANCELLATION Tate Engineering Systems, Inc. shall have the absolute right to cancel this agreement upon breach thereof by the purchaser, failure by the purchaser to make any payment required by this agreement, or the insolvency or bankruptcy of the purchaser.
4.1 Tate Engineering Systems, Inc.'s limited warranty extends only to the products assembled by it and is, to the extent permitted by law, in lieu of all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose and any prior written or oral representations regarding such products made by Tate Engineering Systems, Inc., its employees, agents or representatives.
4.2 Products, or components thereof, supplied by any other party to Tate Engineering Systems, Inc. which are not assembled by Tate Engineering Systems, Inc. are covered only by the individual warranty of such other party and copies of such warranties will be furnished upon request.
4.3 Tate Engineering Systems, Inc. reserves the right to inspect products claimed defective under warranty either at the purchaser's location or at Baltimore, Maryland, USA. A defective product is not to be returned to Tate Engineering Systems, Inc. plant unless authorized in writing by Tate Engineering Systems, Inc. Products so returned shall be returned to Tate Engineering Systems, Inc. plant freight prepaid. Any product proving defective due to faulty assembly changes: prior to the date of delivery of any groups or products hereunder the purchaser shall have the right to make changes in its order provided that Tate Engineering Systems, Inc. receives written notice of the desired changes and accepts the same provided further that the purchaser accepts the additional charge therefor as determined by Tate Engineering within one year from date of shipment will be replaced or repaired free of charge F.O.B. Tate Engineering Systems, Inc. plant. Tate Engineering Systems Inc. assumes no liability for labor charges incidental to the adjustment service, repairing, removal or replacement of the product or other costs, or for the expense of repairs made outside of its factory except when made pursuant to Tate Engineering Systems, Inc. prior written consent. Tate Engineering Systems, Inc. at its option, may ship a replacement immediately under standard billing and make warranty adjustment after inspection of the defective product by means of credit memorandum.
4.4 Purchaser agrees to pay Tate Engineering Systems, Inc.'s restocking fees for goods or products required to be restocked by Tate Engineering Systems, Inc.
5.0 DELAYS Tate Engineering Systems, Inc. shall not be liable for damages or for delays in performance due to circumstances beyond its reasonable control, including without limiting the generality of the foregoing, and priority systems established by any agency of the United States Government, fires, floods, storms and other acts of God, accidents, strikes, insurrections, war, shortages of materials, lack of transportation, and failure of performance of sub-contractors, and/or suppliers for similar reasons. Failure of Tate Engineering Systems, Inc. to perform for these reasons aforesaid shall not be grounds for purchaser's cancellation of its order but the delivery date shall be extended accordingly.
6.0 LIMIT OF LIABILITY No claim made hereunder by the purchaser, whether as to goods delivered or for non-delivery shall be greater than the purchase price of the goods or products in respect of which such claim is made and Tate Engineering Systems, Inc. shall under no circumstances be liable for incidental, special, consequential or indirect damages.
7.0 MISCELLANEOUS This agreement may not be assigned or otherwise transferred by the purchaser without prior written consent of Tate Engineering Systems, Inc. and any such assignment of transfer without such prior written consent shall be null and void of force or effect whatsoever.
7.1 Tate Engineering Systems, Inc.'s. failure to insist, in one or more instances upon the performance of any term or terms of this agreement shall not be construed as a waiver or relinquishment of its right to such performance or the future performance of such term or terms and purchaser's obligation with respect thereto shall continue in full force and effect. Any notice or other communication required or permitted hereunder shall be sufficiently given it sent in writing by registered or certified mail, postage prepaid, to the other party thereto at its respective address first above written. Any such notice, if so mailed, shall be deemed to have been received on third business day following such mailing. Either party hereto may change its address for notice purposes by written notice to the other party. The paragraph headings in this agreement are used for convenience only. They form no part of the agreement and are in no way intended to alter or affect the meaning of this agreement. This agreement may be amended at any time by mutual agreement of the parties hereto by an endorsement to this agreement signed by each of them. The invalidity, in whole or in part, of any provision of this agreement shall not affect the validity or enforceability if any other of its provisions. This agreement shall be governed by and construed in accordance with the laws of the State of Maryland. We hereby certify that these goods or products were produced in compliance with all applicable requirements of Sections 6, 7 and 12 of the Fair Labor Standards Act, as amended and of regulations and orders of the United States Department of Labor issued under Section 14 thereof.
8.0 F.O.B. - Shipping point unless otherwise stated.
9.0 TAXES All applicable Federal, State or Local Sales, Use or Excise Taxes are the responsibility of the purchaser and shall be in addition to the price or prices stated on the front side of this document unless otherwise specifically stated. Tate Engineering Systems, Inc. shall have the right to invoice separately any such tax as may be imposed at a later time. Applicable tax exemption certificates must accompany and order to which the same applies.
|
