- Acceptance. This Quotation is for the purchase and sale of the products identified on the front side hereof and is our offer to the Purchaser. This quotation will become a binding contract on the terms and conditions set forth herein when the Purchaser places an order with us based upon this Quotation, whether in writing or verbally, or accepts any shipment of the products. This Quotation is not an acceptance or confirmation of any other terms. THIS QUOTATION WILL BE GOVERNED BY THESE TERMS AND CONDITIONS, AND IN THE EVENT OF ANY INCONSISTENCY BETWEEN THESE TERMS AND CONDITIONS AND THE PURCHASER'S ORDER, THESE TERMS AND CONDITIONS WILL PREVAIL. ACCEPTANCE OF THIS OFFER MUST BE MADE ON ITS EXACT TERMS AND CONDITIONS, AND ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS PROPOSED BY THE PURCHASER ARE HEREBY OBJECTED TO AND REJECTED.
- Quotations and Orders. All quotations, purchase orders and sales contracts are subject to the following conditions of sale: (i) written quotations are void after thirty days following the date of issuance; (ii) typographical and clerical errors are subject to correction by us; (iii) all purchase orders are received subject to approval and acceptance at our corporate headquarters in Malvern, Pennsylvania; and (iv) any assignment of this Quotation or any right hereunder by the Purchaser without our written consent will be void.
- Complete Agreement. The parties agree that these terms and conditions of sale constitute the final agreement of the parties, are a complete and exclusive statement of the terms of such agreement, and supersede all prior or contemporaneous agreements between the parties and all terms on any printed forms previously exchanged or which may be exchanged in the future. These terms and conditions of sale cannot be modified or amended without our prior written consent.
- Shipment. All products covered by this Quotation are sold F.O.B. our offices in Malvern , Pennsylvania or Baltimore , Maryland or Towanda , Pennsylvania , unless otherwise indicated. The risk of loss or damage in transit will be upon the Purchaser. The products will be prepared for shipment in a manner prescribed by us and shipped by any public carrier which we deem satisfactory, unless the Purchaser provides other specific shipping instructions when placing its orders. Any date provided by us for completion of work or for shipment is intended as an estimate only and is not to be deemed a term of this Quotation.
- Warranties and Limitations. We warrant only that our products will conform to their description herein and that at the time of sale our products will be free from defects on workmanship and material. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, GUARANTEES OR REPRESENTATIONS, WHETHER ORAL, WRITTEN OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OF FITNESS FOR USE OR FOR A PARTICULAR PURPOSE.
- Remedies and Limitations on Liabilities. Our sole obligation under the foregoing warranty anti otherwise with the respect to any defective product will be to either, at our option (i) repair such product, or (ii) replace such product, or (iii) refund the purchase price of such product. We will not be liable for (i) any incidental, consequential or special damages; (ii) delays in performance or for nonperformance which are due to causes beyond our control, including but not limited to, acts of God, fire, flood, accident, riot, war, epidemic, sabotage, strike, labor trouble or government action; (iii) damages caused by defective or inappropriate models, dies, molds or tooling supplied to us by the Purchaser or any third party; or (iv) damages caused by repairs or alterations to products without our written consent; (v) in & out charges.
- Rejection. The Purchaser's claim of a right to reject allegedly incorrect or defective products must be submitted to us in writing within ten days following receipt of such products. We will then have the option of inspecting such products at the Purchaser's plant or our own before allowing or rejecting the Purchaser's claim. NO MATERIAL MAY BE RETURNED TO US WITHOUT FIRST OBTAINING WRITTEN PERMISSION IN THE FORM OF A RETURNED GOODS AUTHORIZATION. All products returned to us must be shipped with transportation chargers prepaid. Defects which do not impair satisfactory service may not be the basis for rejection by the Purchaser.
- Cancellation. Acceptances and orders are not subject to cancellation, change, reduction in amount or suspension or deferral of delivery, except with our written consent and upon terms, including cancellation charges, which fully indemnify and protect us against loss (including loss profits).
- Taxes. Any sales, use or excise taxes upon the products ordered by the Purchaser will be added to the stated purchase price unless the Purchaser provides us with a tax exemption certificate acceptable to the relevant taxing authorities.
- Payment Terms. To a Purchaser with a good credit rating, cash payment will be due within 30 days after the date of invoice. Invoices will be dated as of the date of shipment or, at our option, the date manufacture is completed. Each delivery made hereunder wilt constitute a separate sale and will be subject to payment as provided herein. We reserve the right to charge interest at the rate of 1.5% per month (18% per annum) on the balance of any overdue account, We also reserve the right to negotiate special payment terms on any order. In the event that at any time we have sound reason to questions the Purchaser's ability or willingness to comply with the payment terms set forth herein, or in the event of the Purchaser's insolvency or bankruptcy, we may, in addition to our other rights under applicable law, (i) cancel any order then outstanding and receive reimbursement for reasonable and proper cancellation charges, (ii) require payment inadvance or upon delivery, (iii) defer lat shipments, or (iv) ship on any other terms and conditions satisfactory to us.
- Indemnification. In the event the products described herein are used by the Purchaser in a manner causing the infringement of any copyright, patent, trademark, registered design or similar proprietary right belonging to a third party, the Purchaser will hold harmless and indemnify us as to any and all damages and costs for which we may become liable as a result of being charged with contributing to or inducing such infringement, provided that such infringements is not caused solely by the construction of said product without regard to the manner in which is it used.
- Waivers and Remedies. Our failure to insist upon strict performance of any provision of this Quotation or to take advantage of any of our rights hereunder shall not be construed as a waiver of any such provision or the relinquishment of any such right. Our rights and remedies hereunder shall be cumulative and in addition to every other right or remedy provided for herein or by law. If any provision of this Quotation is found to be illegible or otherwise unenforceable by any court or other judicial or administrative body, the other provisions of this Quotation shall not be affected thereby and will remain in full force and effect.
- Actions. Any action for breach of this Quotation, unless otherwise limited herein, must be brought within one year after the cause of action has accrued.
- Applicable Law. This Quotation will he governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania .
- Headings. The paragraph headings are for reference only and are not a part of the terms and conditions of this Quotation.