STANDARD TERMS AND CONDITIONS OF SALES
GOODS SOLD BY ERIETEC INC. ARE EXPRESSLY SUBJECT TO THE TERMS & CONDITIONS SET FORTH BELOW. ANY DIFFERENT OR ADDITIONAL TERMS OR CONDITIONS SET FORTH IN BUYER’S PURCHASE ORDER OR SIMILAR COMMUNICATION ARE OBJECTED TO AND SHALL NOT BE BINDING UPON ERIETEC INC. UNLESS AGREED TO IN WRITING BY AN AUTHORIZED CORPORATE OFFICER OF ERIETEC INC.
PRICE: Prices in effect at the time of shipment shall prevail. All prices quoted by ERIETEC INC. are subject to change without notice. Prices do not include any present or future sales, use, excise, value-added or similar taxes and, where applicable, such taxes shall be billed as a separate item and paid by the Buyer. A late payment charge of 1-1/2% per month (which is an annual percentage rate of 18%) shall be charged on all past due accounts and Buyer shall pay ERIETEC INC. all costs incurred by it in collecting any past due account from Buyer, including all court costs and attorney’s fees, provided, however, if the foregoing charges exceed that rate which may be lawfully charged under applicable law, then such charges shall be calculated so as not to exceed the highest lawful rate. Unless otherwise noted, all sales are made F.O.B. shipping point and, in all cases, title shall pass upon delivery to the carrier at a point of shipment and thereafter all risk of loss or damage shall be upon Buyer.
DELIVERY: Delivery dates given in advance of actual shipment are estimates & shall not be deemed to represent fixed or guaranteed delivery dates. ERIETEC INC. shall not be liable for failure to deliver or for delay in delivery or performance due to; a cause beyond its reasonable control, or, an act of God, act or omission of Buyer, act of civil or military authority, governmental priority or other allocation or control, fire, strike or labor difficulty riot or other civil disturbance, insolvency or other inability to perform by the manufacturer, delay in transportation, or, any other commercial impracticability. In the event of any such delay, the date of delivery or performance shall be extended for a period equal to the time lost by reason on delay.
CHANGE IN BUYER’S FINANCIAL CONDITION: ERIETEC INC. reserves the right by written notice to cancel any order or to require full or partial payment or adequate assurance of performance from Buyer without liability to ERIETEC INC. in the event of; insolvency of Buyer, the filing of a voluntary Petition in Bankruptcy by Buyer, the appointment of a Receiver or Trustee for Buyer, or the execution of Buyer of an assignment for the benefit of creditors. ERIETEC INC. reserves the right to suspend its performance until such payment or adequate assurance of performance has been received. ERIETEC INC. also reserves the right to cancel Buyer’s credit at any time for any reason. Buyer, in order to provide security for the payment of the full price of goods furnished hereunder, grants ERIETEC INC. a security interest in said goods. Buyer agrees to execute any documents or furnish information necessary to perfect this security interest.
WARRANTIES: Goods are sold only with such warranties as may be extended by the manufacturer of the product. WE MAKE NO OTHER WARRANTY WHICH EXTENDS BEYOND THE FACE HEREOF AND THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THE BUYER DECLARES THAT HE HAS NOT RELIED ON THE SELLERS SKILL OR JUDGMENT TO SELECT OR FURNISH GOODS SUITABLE FOR ANY PARTICULAR PURPOSE. Buyer is responsible for installation and use in accordance with manufacturers instruction. Our personnel are not authorized to waive, vary, alter, or add to the terms of this warranty policy.
LIMITATION OF LIABILITY: ERIETEC INC.’s liability on any claim for loss or damage arising out of this contract or from the performance or breach thereof or connected with the supplying of any goods hereunder, or the sale, resale, operation or use of such goods, whether based on contract, warranty, tort (including negligence) or other grounds, shall not exceed the price allowable to such goods or part thereof involved in the claim. ERIETEC INC. shall not, under any circumstances, be liable for any labor charges without its prior written consent. ERIETEC INC. shall not in any event be liable whether as a result of breach of contract, warranty, tort (including negligence) or other grounds for incidental, special or consequential damages including, but not limited to, loss of profits or revenue, loss of use of the goods or any associated product, cost of capital, cost of substitute products, facilities or services, downtime costs, or claims of customers of the Buyer for such damages. If ERIETEC INC. furnished Buyer with advice or other assistance which concerns any goods supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this contract, the furnishing or such advice or assistance will not subject ERIETEC INC. to any liability, whether based on contract, warranty, tort (including negligence) or other grounds.
FORCE MAJEURE: For the purpose of this agreement force majeure shall mean any cause of delay beyond the reasonable control of the party liable to perform unless conclusive evidence to the contrary is provided. This would include but not limited to labor conflicts, fire, export and import prohibitions, war, acts of terrorism, pandemics, floods, earthquakes or other obstructions beyond its control, which could not reasonably have been foreseen, avoided or limited. Neither of the parties hereto shall incur any liability to the other in the event that it is delayed beyond the reasonable control of the party liable to perform.
NUCLEAR OR OTHER HAZARDOUS ACTIVITIES: Unless specifically agreed to in writing by an authorized representative of ERIETEC INC., goods sold hereunder are not intended for use in connection with any nuclear facility or any other hazardous activity such as military or commercial aircraft, space exploration, missile installation or other critical applications where failure of a single component could cause substantial harm to persons or property. If so used, ERIETEC INC. disclaims all liability for any nuclear damage, contamination or other damage or injury and Buyer shall indemnify and hold ERIETEC INC. harmless from such liability whether as a result of breach of contract, warranty, tort (including negligence) or other grounds. ERIETEC INC. and its suppliers shall not be liable to the Buyer or its insurers whether based on contract, warranty, tort (including negligence) or other grounds for onsite damage to any property located at a nuclear facility.
CANCELLATION: Buyer may cancel an order by mutual agreement based upon payment to ERIETEC INC. of reasonable and proper cancellation charges. Made-to-Order items cannot be canceled.
RETURNED GOODS: Goods may not be returned without the prior written consent of ERIETEC INC. and are subject to a restocking charge. Item must be unused, in resalable condition, and include the original packaging. Buyer is responsible for all applicable freight charges. Made-to-Order items that are quoted as “Non-Cancelable/Non-Returnable” cannot be returned under any circumstance.
ASSIGNMENT OR DELEGATION: Buyer shall not assign or delegate any or all of its duties or rights hereunder without the prior written consent of ERIETEC INC.
EQUAL OPPORTUNITY: The contract provisions set forth in Section 202 of Executive Order 11246, as amended, and the regulations promulgated thereunder (41CFR 60-1.4(a) or (b) as applicable) are incorporated by reference as if fully rewritten with respect to any order.
GENERAL: All orders are subject to acceptance by ERIETEC INC.. Any representation, affirmation of fact and course of dealing, promise or condition in connection therewith or usage of trade not incorporated herein, shall not be binding on either party. If any provision hereof shall be unenforceable, invalid or void for any reason, such provision shall be automatically voided and shall not be part of this agreement and the enforceability or validity of the remaining provisions of this agreement shall not be affected thereby.