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STANDARD
PRODUCTS
1.
DEFINITIONS
As
used in
these
Terms
and
Conditions,
“SELLER”
means
A-TECH
CORPORATION,
d.b.a.
ATA
Sensors.
“BUYER”
means
the
person,
firm or
corporation
from
whom
this
order is
received.
2.
ACCEPTANCE
AND
AGREEMENT
The
provisions
set
forth on
this
quotation
and
these
Terms
and
Conditions
of Sale
and the
Package
Seal
constitute
the
entire
agreement
between
the
SELLER
and
BUYER
and
supersede
all
other
communications
between
the
parties,
whether
written
or oral.
ANY
PROVISION
OR
CONDITION
OF
CUSTOMER’S
ORDER
WHICH IS
ANY WAY
DIFFERENT
FROM OR
IN
ADDITION
TO THESE
TERMS
AND
CONDITIONS
(EXCEPT
ADDITIONAL
PROVISIONS
SPECIFYING
QUANTITY
AND
SHIPPING
OR
BILLING
INSTRUCTIONS)
SHALL
NOT BE
APPLICABLE
OR
BINDING
UPON THE
SELLER.
No
modifications
or
waiver
of the
provisions
shall be
binding
upon
SELLER
for any
purpose
unless
it is
contained
in
writing
signed
by an
authorized
representative
of
SELLER.
Any
goods
delivered
by
SELLER
shall be
conclusively
deemed
acceptance
of the
products
by the
BUYER in
accordance
with
these
Terms
and
Conditions
of Sale.
3.
CHANGES
BUYER
shall
have the
right at
any time
before
completion
of the
order to
make
changes
in
quantities,
drawings,
specifications,
delivery
schedules,
and in
methods
of
shipment
and
packaging.
If such
changes
cause an
increase
or
decrease
in costs
or in
the time
required
for
performance,
SELLER
shall
notify
BUYER,
and an
equitable
adjustment
shall be
made.
4.
LIMITED
WARRANTY
SELLER
warrants
for a
period
of 365
days for
sensors
and 90
days for
cables
from the
date of
shipment
of new
product
that the
product
will
conform
to the
applicable
specifications
and is
to be
free
from
defects
in
materials
and
workmanship.
All
products
or parts
thereof
returned
to
SELLER
must be
accompanied
by
written
explanation
of the
failure.
All
claims
under
this
warranty
must be
made in
writing
to
SELLER
during
the
warranty
period.
If such
item is
determined
to be
defective
due to
SELLER’S
fault,
SELLER
at its
expense
will at
its
option
either
repair
or
replace
such
item
F.O.B.
to BUYER’S
address.
Product
used in
life
test or
destructive
testing
shall
not be
under
this
warranty.
See
manufacturers
warranty.
Out
of
warranty
products
which
are
repaired
shall
have 90
day
warranty.
In
no event
and
under no
circumstances
shall
SELLER
be
liable
for: (1)
damages
in
shipment;
(2)
failures
or
damages
due to
misuse,
abuse,
improper
installation
or
abnormal
conditions
of
temperature,
dirt, or
corrosives;
(3)
failures
due to
operation,
intentional
or
otherwise,
above
rated
capacities
or
specifications;
and (4)
non-authorized
expenses
for
removal,
inspection,
transportation,
repair
or
rework.
This
warranty
is in
LIEU OF
OTHER
WARRANTIES,
EXPRESS
OR
IMPLIED,
INCLUDING
(BUT NOT
LIMITED
TO) ANY
IMPLIED
WARRANTIES
OF
MERCHANTABILITY
OR
FITNESS
FOR A
PARTICULAR
PURPOSE.
THE
TERMS OF
THIS
WARRANTY
CONSTITUTE
ANY
BUYER’S
AND/OR
USER’S
SOLE AND
EXCLUSIVE
REMEDY,
AND ARE
IN LIEU
OF ANY
RIGHT TO
RECOVER
FOR
NEGLIGENCE,
BREACH
OF
WARRANTY,
STRICT
TORT
LIABILITY
OR UPON
ANY
OTHER
THEORY.
SUCH
REPAIR
OR
REPLACEMENT
IS THE
EXCLUSIVE
REMEDY
AVAILABLE
FROM
SELLER
AND
SELLER
IS NOT
RESPONSIBLE
FOR
DAMAGES
OF ANY
KIND
INCLUDING
INCIDENTAL
AND
CONSEQUENTIAL
DAMAGES,
RESULTING
FROM ANY
BREACH
OF
WARRANTY
OF THIS
CONTRACT.
SELLER’S
warranties
shall
not be
enlarged,
diminished
or
affected
by and
no
obligation
or
liability
shall
arise or
grow out
of
SELLER’S
rendering
of
technical
advice
or in
service
in
connection
with
BUYER’S
order or
goods
furnished. SELLER
will not
issue
credit
for
returned
goods
regardless
of BUYER’S
policy
when
returned
after
thirty
(30)
days
from
date of
shipment
or at
any time
for
nonstandard
products.
If the
standard
product
is
returned
in new
and unused
condition
within
thirty
(30)
days,
SELLER
shall be
entitled
to
restocking
charges
of 25%
of the
sales
price.
5.
TITLE
AND
DELIVERY
Shipment
of goods
shall be
delivered
F.O.B.
SELLER’S
FACILITY
Albuquerque,
New
Mexico,
unless
otherwise
agreed
in
writing.
Title
and
liability
for loss
or
damage
shall
pass to
BUYER
upon
SELLER’S
tender
of
delivery
of goods
to a
common
carrier
for
shipment
to
BUYER.
If loss
or
damage
occurs
during
shipment,
BUYER
shall
not be
relieved
of
obligation
to pay
costs of
insurance,
transportation,
import
dues,
taxes or
any
other
expenses
incurred
for
license
or
clearances
required
at port
of entry
and
destination.
When
SELLER
is to
deliver
the
goods in
installments,
shipping
dates
shall be
approximate
only and
SELLER
shall
not be
liable
for any
loss or
expense
(consequential
or
otherwise)
incurred
by BUYER
if
SELLER
fails to
meet the
specified
delivery
schedule
because
of
unavoidable
production
or other
delays.
A
security
interest
shall be
retained
by
SELLER
until
receipt
of
payment
from
BUYER.
6.
CONTINGENCIES
SELLER
shall
not be
liable
for any
delay in
delivery,
for
non-delivery,
in whole
or in
part,
caused
by the
occurrence
of any
contingency
beyond
the
control
of
either
SELLER
or
SELLER’S
suppliers,
including
but not
limited
to war
(whether
an
actual
declaration
is made
or not),
sabotage,
insurrection,
riot or
other
act of
civil
disobedience,
act of a
public
enemy,
failure
or delay
in
transportation,
act of
any
government
agency
or
subdivision,
judicial
action,
labor
dispute,
accident,
fire,
explosion,
flood,
storm or
other
act of
God. If
any such
contingency
occurs,
SELLER
may at
its
discretion
allocate
production
and
deliveries
among
SELLER’S
customers.
7.
CANCELLATION
Orders
may not
be
canceled
except
upon
SELLER’S
written
approval
which
shall be
subject
to the
BUYER’S
payment
of
SELLER’S
reasonable
cancellation
charges.
Such
charges
may
include
all
reasonable
costs
incurred
by
SELLER
in
preparing
to meet
the
BUYER’S
anticipated
delivery
schedule
including,
without
limitation,
commitments
by
SELLER
to its
suppliers,
and the
cost of
inventory
(raw
materials,
work in
process
and
finished
goods)
allocated
to the
BUYER’S
order
together
with a
reasonable
allowance
for
prorated
expenses
and
anticipated
profits.
8.
INDEMNIFICATION
BUYER
agrees
to
indemnify
and save
harmless
from any
and all
claims,
judgments,
orders,
awards,
costs
and
expenses,
including
attorney’s
fees and
claims
on
account
of
damage
to
property
or
bodily
injury
(including
death)
which
may be
sustained
by
BUYER,
BUYER’S
employees
or third
persons,
arising
out of
or in
connection
with or
resulting
from use
of
products
manufactured
or
supplied
by
SELLER
and
purchased
hereunder.
9.
MEDICAL
INDEMNIFICATION
ATA
Sensors
products
are not
designed
for
medical
or
clinical
use and
are not
approved
by the
Federal
Drug
Administration
(FDA) or
any
other
United
States
or
foreign
governmental
agency
for
clinical
or
medical
applications.
Buyer
agrees
to
indemnify
and hold
harmless
against
any and
all
claims,
judgments,
awards,
costs
and
expenses,
including
attorney’s
fees on
account
of
bodily
injury
(including
death)
and/or
property
damages
sustained
by
BUYER,
BUYER’S
employees,
or third
parties
which
arise
out of
or in
connection
with the
medical
or
clinical
use of
ATA
Sensors
products.
10.
TERMS
AND
METHOD
OF
PAYMENT
Payment
shall be
due upon
receipt
of
invoice.
If
payment
is not
received
within
30 days,
a late
payment
charge
of 1.5%
per
month on
the
unpaid
balance
of items
shipped
will be
paid by
BUYER.
Payment
shall be
made
without
regard
of BUYER’S
completion
of
inspection
of
goods.
If
shipment
of a
completed
product
is
delayed
due to
BUYER’S
request,
invoicing
will be
issued
at the
time
SELLER
was
prepared
to make
shipment.
Goods
held
thereafter
in
compliance
with
such
request
are at
BUYER’S
sole
risk and
expense.
If in
the
judgment
of the
SELLER
the
financial
condition
of the
BUYER,
at any
time,
does not
justify
continuance
of
production
or
shipment
to terms
of
payment
specified,
SELLER
may
require
full or
partial
payment
of any
completed
shipment
prior to
further
shipment.
11.
TAXES
Responsibility
for all
federal,
state
and
local
taxes
imposed
on the
sale or
use of
any of
the
products
shall be
borne by
the
BUYER.
12.
PATENTS
SELLER
shall
not be
obligated
to
defend
or be
liable
for
costs
and
damages
if an
infringement
arises
out of
compliance
with
BUYER’S
specifications,
or from
a
combination
with, an
addition
to, or a
modification
of the
goods
after
delivery
by
SELLER
or from
use of
the
goods.
SELLER’S
obligations
shall
not
apply to
any
infringement
occurring
after
BUYER
has
received
notice
alleging
the
infringement
unless
SELLER
has
given
written
permission
for such
continuing
infringement.
If
infringement
is
alleged
prior to
completion
of
delivery
of
goods,
SELLER
may
decline
to make
further
shipments
without
being in
breach
of this
contract.
THE
FOREGOING
STATES
THE SOLE
AND
EXCLUSIVE
LIABILITY
OF
SELLER
for
patent
infringement
and is
in lieu
of all
warranties,
express,
implied
or
statutory.
13.
WAIVERS
Failure
by
SELLER
to
insist
upon
performance
of any
of these
Terms
and
Conditions
of Sale
shall
not be
constituted
as a
waiver
of such
terms
and
conditions
and
shall
not
affect
the
right of
the
SELLER
thereafter
to
enforce
each and
every
term and
condition.
14.
STORAGE
Any
detention,
demurrage,
storage
or
auxiliary
charges
assessed
by
carriers
or
warehousemen
resulting
from
BUYER’S
requirement
for
special
service
or BUYER’S
failure
to
accept
delivery
in a
timely
manner
shall be
paid by
BUYER.
15.
CHOICE
OF LAW
The
interpretation
and
performance
of all
transactions
shall be
governed
by the
domestic
law of
the
State of
New
Mexico
and the
United
States
of
America.
16.
AFFIDAVITS
AND
CERTIFICATES
Certificates
of
compliance,
conformance,
or
chemical
analysis
shall
not be
provided
unless
BUYER’S
detailed
requirements
are
stated
on the
face of
the
BUYER’S
order.
SELLER
reserves
the
right to
charge
an
additional
fee for
any such
certificate
required.
17.
ASSIGNMENT
This
contract
shall be
binding
upon and
inure to
the
benefit
of the
parties,
and
their
successors,
and
assigns
BUYER
may not
assign
this
contract
without
the
express
written
consent
of
SELLER.
18.
GOVERNMENT
CLAUSES
AND
CONTRACTS
Government
Contract
clauses
and any
clauses
essentially
based
upon
Government
Contract
Regulations
shall
only
apply to
sales
subject
to a
Government
Contract.
In the
event
this
sale is
subject
to a
Government
Contract,
the
terms
and
conditions
of this
sale
shall
include
those
Government
Contract
Clauses
- not
inconsistent
with
terms
and
conditions
herein -
where
applicable
Regulations
require
to be
included
in a
Contract
or
Subcontract
for the
minimum
necessary
purpose
of the
clause.
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