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Quotations and Acceptance
- (a) Quotations are valid for a
period of ninety (90) days from date of quotation, and represent no obligation
until Pressure Systems, Inc. (hereafter PSI) accepts the written Purchase order.
- (b) In the event of inconsistency
between PSI and the Purchaser's conditions, PSI shall prevail. No variation of
PSI's conditions shall be binding upon PSI unless and until a duly authorized
person on behalf of PSI has accepted the variation in writing.
Price and Delivery
- (a) Unless otherwise agreed, Delivery will be F.O.B.
PSI's facility, Hampton, VA, and goods will be packed to normal specification in
non-returnable packaging. Transportation will be arranged at the request and at
the expense of the Purchaser. Where applicable, COD charges will be added to
the price of the goods.
- (b) Any delivery period quoted is an estimate only and
commences from PSI acknowledgment of the Purchaser's order. The sole remedy of
Purchaser for failure of PSI to deliver in a timely manner shall be for
Purchaser to acquire the goods from another source, in which case said quantity
should be eliminated from this contract, and Purchaser shall have no claim
against PSI for damages.
- (c) PSI reserves the right to deliver in more than one
lot and to invoice each lot separately.
- (d) Shortages, defective or damaged goods must be
reported to PSI within thirty (30) days of Delivery. All goods are shipped at
Purchaser's risk and the consignee should file claims for goods damaged or lost
in transit direct with the transportation company.
- (e) All returned materials must have a Returned
Materials Authorization (RMA) number issued by PSI. This authorization is valid
for a period of 30 days. Returns at the customer convenience are limited to
standard items, and are subject to a restocking fee, excluding freight charges.
Returned materials for Quality Complaints will be evaluated by the quality
department and a credit issued when the complaint is approved. Customer
Specific Products may not be returned except for Quality Complaints or PSI
error.
- (f) For all Customer Specific Products, PSI reserves the
right for a shipping tolerance of "5% for each shipment and for the total
order. Cancellation charges and/or inventory carrying costs may be imposed for
products when orders are canceled or modified within eight weeks of the
scheduled ship date.
Title and Risk of Loss:
- (a) Title will pass to the Purchaser only on receipt by
PSI of payment for the full invoice price of the goods.
- (b) Risk of loss shall pass to the Purchaser on leaving
PSI premises.
Payment:
- (a) Payment shall be due 30 days from date of invoice,
subject to credit approval, except where PSI stipulates CWO or COD terms.
Payment shall not be withheld on account of any claim by the Purchaser against
PSI. PSI reserves the right to charge interest at 1.5% per month on any sum
outstanding after the due date.
- (b) PSI reserves the right, among other remedies, either
to cancel this contract or to suspend further deliveries under it in the event
Buyer fails to pay for any one shipment when payment becomes due. Should
Buyer's financial responsibility become unsatisfactory to PSI, cash payments or
satisfactory security may be required by PSI.
- (c) Any tax, duty, custom, or other
fee of any nature imposed upon this transaction by any federal, state, or local
government authority shall be paid by the Purchaser, in addition to the price
quoted or invoiced. In the event PSI is required to prepay any such tax,
Purchaser will reimburse PSI.
- (d) Unless specifically otherwise stated, all payments
are to be made in United States Dollars ($), with the payment check drawn on a
US Bank. All banking charges, if any, are to be pre-paid by the Purchaser.
Technical Assistance and Data
- PSI may, at Purchaser's request, furnish technical
assistance, advice and information with respect to the goods supplied under this
Contract, if and to the extent that such assistance, advice and information is
readily available, except for proprietary techniques or procedures. It is
expressly agreed that there is no obligation to provide such information, and
that the information is subject to the limitation of liability in paragraph 10
below. PSI accepts no liability in contract, tort or otherwise for any damages
or injury arising directly or indirectly from any error or omission in such
technical data or literature.
Warranty:
- (a) Pressure Systems warrants that the products that it
manufactures and sells are delivered free from defects in material and
workmanship. Pressure Systems' liability under this warranty is limited to
replacing or repairing, at is option, any product which is returned to the
factory, transportation charges prepaid, and which is determined by Pressure
Systems to be defective. This warranty does not apply to any product which has
been damaged due to misuse, misapplication, or incorrect electrical connection,
or which has been repaired or altered without express prior and written consent
from Pressure Systems, or which has been subjected to misuse, negligence, or
accident. In order to obtain service under the terms of the warranty, Buyer
must notify Pressure Systems of any defects before the expiration of the
warranty period and make suitable arrangements for the performance of services.
Pressure Systems will provide on-site service only upon prior agreement and upon
payment of all travel expenses by Buyer. In all other cases, Buyer shall be
responsible for packaging and shipping the products to the Pressure Systems
plant with shipping charges prepaid. Pressure Systems shall pay for the return
of any products to Buyer if the shipment is to a location within the continental
USA. Buyer shall be responsible for paying all shipping duties, taxes, and
other charges for products returned to any other location. Warranty period for
all products is one year from date of shipment (except KPSI transducers, which
have a three (3) year limited warranty). Warranty repair covers all applicable
parts and labor. This warranty is given in lieu of any other warranty express
or implied. Pressure Systems explicitly disclaims any implied warranties of
merchantability and fitness for a particular purpose.
PSI MAKES NO OTHER WARRANTY OF
ANY KIND EXPRESS OR IMPLIED INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS
OF THE PRODUCT FOR ANY PARTICULAR PURPOSE EVEN IF THAT PURPOSE IS KNOWN TO
PSI, OR ANY WARRANTY RELATING
TO PATENTS, TRADEMARKS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY.
- (b) Purchaser warrants that the designs and
specifications furnished by it to PSI will not infringe any patent, trademark or
copyright with respect to the manufacture and sale of the resulting products.
Tools:
- Tools made for the manufacture of goods to be
supplied under the contract and the copyright therein remain PSI property
notwithstanding that the Purchaser may have been debited with any sum in respect
of their cost.
Excusable Delays:
- No liability shall result from delay in performance
or non-performance in whole or in part if performance as agreed has been made
impracticable by compliance in good faith with any applicable foreign or
domestic governmental regulation or order whether or not it later proves to be
invalid, or by the occurrence of a contingency the non-occurrence of which was a
basic assumption on which this contract was made, including, but not limited to,
acts of God, fire, flood, accident, riot, war, sabotage, strike, labor trouble
or shortage, or embargo. PSI inability to obtain at prices and on terms deemed
by it to be practicable any required raw material, energy source, equipment,
labor, or transportation, or any increased costs due to capital improvements for
environmental protection shall also be sufficient to relieve PSI of its
obligation to perform hereunder. If any of such circumstances affect only a
part of PSI capacity to perform, PSI shall have the right to allocate production
and deliveries among all of its customers and its own requirements in a manner
and at such times as PSI may determine. Quantities affected by this paragraph
may, at the option of either party, be eliminated from the contract without
liability, but the contract shall remain otherwise unaffected.
Indemnification
- Buyer agrees to indemnify, defend and hold PSI
harmless from and against that portion of any liability, cost, expense
(including reasonable attorneys' fees), claim, judgment, settlement or damage
that PSI may be required to pay to any third party (including, but not limited
to, any employee of Buyer who alleges or proves that he or she has been injured
in the course of his or her employment while working with the products supplied
by the PSI under this agreement), which i) is caused or contributed to by the
negligence or fault of Buyer; or ii) results from the infringement of any
patent, trademark or copyright related to the products (or designs and
specifications therefore) supplied to Buyer hereunder. In case the Buyer
resells the products supplied by the PSI under this agreement, Buyer will
request and if possible obtain from its purchaser an indemnification similar to
the foregoing for the benefit of Buyer and PSI.
Limitation of Liability:
- PSI shall not be liable on contract, tort or
otherwise for any loss or damage suffered by the Purchaser whatsoever or
howsoever arising out of or in connection with the supply of goods or services
by PSI other than to supply goods conforming to the original agreed
specifications or at PSI option to refund to the Purchaser any monies already
paid in respect of the goods. PSI liability with respect to this contract and
the products purchased under it shall not exceed the purchase price of the
portion of such product as to which liability arises and PSI shall not be liable
for any injury, loss or damage, resulting from the handling or use of the
product shipped hereunder whether in manufacturing process or otherwise. In no
event shall PSI be liable for special, incidental or consequential damages,
including, but not limited to, loss of profits, capital or business opportunity;
downtime costs; or claims of customers of Buyer. Failure to give PSI notice of
any claim within 30 days of Delivery of the product concerned shall constitute a
waiver of such claim by Buyer. Notwithstanding any applicable statute of
limitations to the contrary, any action by Buyer relating to a claim hereunder
must be instituted no later than two (2) years after the occurrence of the event
upon which the claim is based. All of the foregoing limitations shall apply
irrespective of whether Buyer's claim is based upon breach of contract, breach
of warranty, negligence, strict liability, or any other legal theory.
Termination:
- If the Purchaser commits any breach of the terms and
conditions of the contract or suffers distress or execution or becomes insolvent
or commits an act of bankruptcy or enters into any arrangement or composition
with his creditors or goes or is put into liquidation (other than solely for
amalgamation or reconstruction while solvent) or if a receiver is appointed over
any part of the Purchaser's business, PSI may without prejudice to any rights
which may have accrued or which may accrue to it terminate the contract
summarily by notice in writing.
Entire Agreement
- This agreement constitutes the entire contract of
sale and purchase of the product herein named. It is not assignable by Buyer
without the written consent of PSI. No modification of this contract shall be
of any force or effect unless in writing signed by the parties and no
modification shall be effected by the acknowledgment or acceptance of purchase
order forms containing different terms or conditions.
Governing Law
- This contract shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia. Any lawsuit brought
by Buyer arising out of the transactions covered hereunder shall be instituted
in the appropriate state or federal court located in Hampton, Virginia, and
Buyer further submits itself to the jurisdiction of said courts in the event PSI
elects to institute any action in said courts.
Compliance with Laws
- Seller warrants that all goods and services sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations, including, without limitation, relating to equal employment opportunities, affirmative action and health/safety. Affirmative Action Notification: Federal contractors are notified that they may be subject to the provisions of 41 CFR Section 60-1.40, 41 CFR Section 60-250.4, 41CRF Section 741.4 and 29 CFR part 470 with respect to affirmative action program requirements
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