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Terms
& Conditions
1. TAXES; PURCHASER:
will be responsible for and shall pay
all applicable taxes, fees, levies,
imports, duties, withholdings or other
charges (including interest and
penalties thereon, if any) imposed by
taxing authorities by reason of the sale
and delivery herein provided for. In
the event PURCHASER is buying for
resale, a duly executed resale
certificate shall be delivered to SELLER
prior to delivery for the state where
delivery takes place. If the
appropriate information provided on the
reverse side hereof, this form shall
constitute such resale certificate.
2. TITLE AND SECURITY
INTEREST: Title to the Equipment shall
be free of all liens, claims, and
encumbrances of any kind and shall vest
in PURCHASER at such time as PURCHASER'S
obligations hereunder are satisfied in
full. If the balances due to SELLER
from BUYER hereunder is not paid when
due, there shall be added to the amount
due to SELLER hereunder a service charge
of 1 ½% for each month of fraction
thereof said monies are past due, and
the amount of all reasonable attorney's
fees actually and reasonably incurred by
SELLER in collecting such amount or in
repossessing the Equipment.
3. MAINTENANCE AND
WARRANTY: Unless noted otherwise on
previous page(s), the SELLER warrants
the following SELLER warrants the
Equipment will be eligible for the
manufacturer's maintenance agreement at
the time of delivery. SELER WARRANTS
THAT EQUIPMETN WILL BE AT CURRENT
ENGINEERING LEVELS. SELLER MAKES NO
OTHER WARRANTY, EXPRESSED OR IMPLIED AS
TO ANY MATTER WHATSOEVER, INCLUDING
WITHOUT LIMITATION, THE DESIGN OR
CONDITION OF THE EQUIPMENT, ITS FITNESS
OR CAPACITY OF DURABILITY FOR ANY P-ARTICULAR
PURPOSE. THE QUALITY OF THE MATERIAL OR
WORKMANSHIP OF THE EQUIPMENT OR
CONFORMITY OF THE EQUIPMENT TO T THE
PROVISIONS AND SPECIFICATIONS OF ANY
PURCHASE ORDER OR ORDERS RELATING
THERETO, AND, AS, TO SELLER. PURCHASER
PURCHASES THE EQUIPMENT "AS IS."
PURCHASER shall upon delivery of the
Equipment, inspect the Equipment and
notify SELER, in writing within ten (10)
days of delivery or on the date
manufacturer accepts the Equipment for a
maintenance agreement, whichever occurs
first, of any defects or Nonconformity's
whatsoever in the Equipment. Failure of
PURCHASER to notify SELLER shall
constitute an acceptance of the
Equipment and waiver of all defects
and/or nonconformity's in the Equipment.
4. NOTICES: Any
notices provided for herein shall be in
writing and sent by registered or
certified mail, postage prepaid,
addressed to the party for which it is
intended at the address set forth on the
reverse side of this Agreement, or to
such other address as either party shall
from time to time indicate in writing
said notice to be deemed effective upon
receipt or three days from the date of
mailing, whichever comes first.
5. OPTION TO
TERMINATE: In the event Purchaser
refuses or is unable to accept delivery
of the Equipment by the date set forth
in Section 3 hereof, then SELLER, at its
option, may (A) (i) terminate this
Agreement upon notice to Purchaser, (ii)
take immediate possession of the
Equipment, and (iii) retain all money
paid hereunder to the date of such
notice toward liquidated damages if it
shall so elect, in addition, it may
recover its actual loss, and (B)
exercise any other right or remedy
available to SELLER by law or equity.
6. FORCE MAJEURE: If
SELLER is unable to deliver the
Equipment because of an act of God or
any contingency, delay, failure or other
cause beyond the control of SELLER,
SELLER shall not be liable for such
failure during the period of and to the
extent of said disability. If said
disability shall prevent or interfere
with the shipment of the Equipment by
carrier which SELLER would have
ordinarily have used, said shipment
shall not be made by a more costly
carrier unless PURCHASER shall advise
SELLER that PURCHASER will assume and
pay additional costs.
11. PURCHASER'S
PURCHASE ORDER: SELLER agrees that
PURCHASER may order Equipment by
Purchase Order if required for its
internal processing. PURCHASER agrees
that any conflicting or additional terms
and conditions on such Purchase Order
shall be of no force or effect with
respect to this transaction.
7. MISCELLANEOUS:
A. This constitutes
the entire Agreement between SELLER and
PURCHASER with respect to the sale of
the Equipment and no representation or
statement not contained herein shall be
binding upon SELLER or BUYER as a
warranty or otherwise unless in writing
and executed by both SELLER and
PURCHASER.
B. This Agreement
shall be binding and inure to the
benefit of the parties hereto and their
respective successors and assigns.
C. This Agreement
shall be governed by and construed in
accordance with the laws of the State of
including but not limited to all matters
of construction, validity, performance
and enforcement.
D. In the event that
SELLER prevails in any action to enforce
the terms and conditions of this
Agreement in any arbitration or
litigation, SELLER shall be entitled to
recover from PURCHASER its reasonable
attorneys' fees and costs, including
those incurred on appeal, as determined
by the arbitrator or court.
E. This agreement is
subject to acceptance by SELLER at its
offices in, and shall only become
effective on the date thereof.
F. This agreement may
be executed in multiple counterparts,
each of which shall be deemed to be an
original and of equal force and effect.
G. Time is of the
essence
IN WITNESS WHEREOF,
the parties have caused this Agreement
to be executed and do hereby warrant and
represent that the execution and
delivery of this Agreement has been duly
authorized by all necessary and
appropriate corporate action and
constitutes a valid, legal and binding
Agreement enforceable in accordance with
its terms. |