Terms and conditions

ACCEPTANCE: Your order is accepted but acceptance is expressly conditioned upon acceptance by you of the terms and conditions contained herein. Seller is not bound by any terms on Buyer's order, which attempt to impose any condition at variance with Seller's terms, which are included herein. Seller's failure to object to provisions contained in any of Buyer's forms shall not be deemed an acceptance of any of Buyer's terms or a waiver of the provisions of Seller's terms and conditions which shall constitute the entire, final and exclusive statement of the Sales Contract between the parties.

SALES CONTRACT: The agreement between Seller and Buyer ("the sales contract") with respect to the products described in this acknowledgment ("the products") shall consist of the terms contained herein together with any additions or revisions of such terms mutually agreed to in writing by Seller and Buyer. Seller shall not be bound by any additional or different terms, whether printed or otherwise, in Buyer's purchase order or in any other communication from Buyer to Seller, unless, specifically agreed to by Seller in writing. The sales contract shall be for the benefit of Seller and Buyer and not for the benefit of any other person. Prior courses of dealing and verbal agreements not reduced to a writing signed by Seller to the extent they modify, add to or detract from the sales contract, shall not be binding on Seller.

MODIFICATIONS: The sales contract shall not be modified or rescinded except by a writing signed by Seller and Buyer. If all or part of the sales contract is terminated by such modification or rescission, Buyer in the absence of contrary written agreement between Seller and Buyer, shall pay termination charges based upon cost determined by accepted accounting principles, plus a reasonable profit on the entire quantity ordered. Cost shall include any amount Seller must pay to its suppliers due to any termination by Seller of a purchase order for products intended for Buyer.

CREDIT AND PAYMENT TERMS: Buyer shall pay the purchase price via credit card (Visa, MasterCard, or American Express) at time of purchase. A buyer who is extended Terms shall pay the purchase price via check, money order or wire transfer within thirty (30) days from date of shipment unless otherwise stated. In the event Buyer fails to pay the total purchase price within said 30 day period Seller shall be entitled to collect an interest charge of 1.5% of the unpaid purchase price per month, with a minimum fee of $5.00 per month, or the maximum amount allowed by applicable laws. Seller shall also be entitled, in addition to all other remedies, available at law or in equity to recover reasonable attorneys fees and/or other expenses in collecting the purchase price or otherwise enforcing or successfully defending itself in respect of this Sales Contract. Title to goods herein being purchased is retained by the Seller until goods are paid for by the Buyer and at that time title passes to the Buyer. Returned checks are subject to a $25.00 service charge. Price is F.O.B. first point of shipment unless otherwise stated. Risk of loss of the products pass to Buyer upon delivery to carrier.

TAXES: Any tax or other governmental charge upon the production, sale, shipment or use of the products, which Seller is required to pay or collect from Buyer shell be paid by Buyer to Seller, unless Buyer furnishes Seller with exemption certificates acceptable to taxing authorities. Such amount shall be due whether or not included on the invoice.

WARRANTY: Goods warranties, if any, are provided by the manufacturer / publisher of the Goods. Seller makes no additional warranties. Seller passes on and assigns to Buyer the warranties made to Seller by its supplier's / manufacturer's, and Seller's warranty in its entirety shall be deemed limited by and shall not extend beyond such warranties. The length of the warranty period will be the length established by the manufacturer of the products. Buyer shall proceed exclusively and directly against such supplier. No agent, employee, or representative of the Seller has any authority to bind Seller to any representation, affirmation or warranty concerning the products and any such representation, affirmation or warranty shall not be deemed to have become a part of the basis of this Sales Contract and shall be unenforceable. THE FOREGOING IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE AND OF ANY OTHER TYPE, WHETHER EXPRESS OR IMPLIED.

SHIPPING DATE: Shipping date is estimated on the basis of immediate receipt by Seller of Buyer's order and all information, drawings and approvals to be furnished by Buyer, and the absence of delays, direct or indirect, resulting from or contributed to by circumstances beyond Seller's reasonable control. Seller will in good faith endeavor to ship by estimated shipping date. Seller shall have the right to make partial shipments. All changes In specifications or estimated shipping date will be by mutual written agreement of Seller and Buyer and where such changes affect Seller's time or cost of performance, an equitable adjustment in estimated shipping date or purchase price, or both, will be made.

RECEIPT OF GOODS: Buyer will inspect the goods upon delivery and will promptly notify Seller in writing of any defect in the products. All claims for shortages shall be submitted in writing to Seller within ten (10) days from date material is received by Buyer; otherwise such claims shall be irrevocably waived.

INSTALLATION: Installation shall be by the Buyer, unless otherwise specifically stated in the specifications, which are part of the sales contract. Final inspection of products prior to installation thereof will be the obligation of Buyer.

CONSEQUENTIAL DAMAGES: IN NO EVENT SHALL SELLER BE LIABLE FOR CONSEQUENTIAL DAMAGES, nor shall Seller's liability on any claims for damages arising out of or connected with the sales contract or the manufacture sale delivery or use of the products exceed the purchase price of the products. Seller shall not be liable for any failure to perform its obligations under the sales contract resulting directly or indirectly from or contributed to by acts of God; acts of Buyer; acts of civil or military authority; priorities; fires; strikes or other labor disputes; accidents floods; epidemics; war; riot; delays in transportation; lack of or inability to obtain raw materials, components, labor, fuel or supplies; or other circumstances beyond Seller's reasonable control, whether similar or dissimilar to the foregoing.

HOLD HARMLESS: Seller will hold Buyer harmless against any rightful claim of any third person by way of infringement of any United States' Letters Patent by the products which are of Seller's own manufacture, but, if Buyer furnishes specifications to Seller, Buyer will hold Seller harmless against any such claim which arises out of compliance with the specification; provided that the party seeking to be held harmless notified the other party and gives it the right to defend. Seller makes no warranty that the equipment will be delivered free of the rightful claim of any third party by way of infringement or the like. Seller's obligation under this paragraph shall not apply to any infringement consisting of the use of the products as a part of goods manufactured by Buyer or others.

GOVERNING BODY: This acknowledgment and sales contract shall be governed by the Uniform Commercial Code as adopted in the State of Seller's principal place of business as effective and in force on the contract date. Wherever a term defined by said Uniform Commercial Code is used in these Standard Provisions the definition contained in the Uniform Commercial Code is to control. Any action for breach of the sales contract or any covenant or warranty must be commenced within one year after the cause of action accrues.