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West Shore Services, Inc.
<br /> 6620 Lake Michigan Drive, P.O. Box 188, Allendale, MI 49401
<br /> Phone: 616-895-4347 Fax: 616-895-7158
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<br /> Est. 1971
<br /> SALES AGREEMENT
<br /> Agreement. This agreement (the “Agreement”) between West Shore Services, Inc. (“WSS”) and Buyer for the sale of the products and services described in WSS’s quotation and
<br />any subsequent purchase order shall consist of the terms herein. This Agreement constitutes the entire agreement between WSS and Buyer regarding such sale and supersedes all
<br />prior oral or written representations and agreements. This Agreement may only be modified by a written amendment signed by authorized representatives of WSS and Buyer and
<br />attached hereto except that stenographic and clerical errors are subject to correction by WSS or upon WSS’s written consent. WSS objects to and shall not be bound by any
<br />additional or different terms, whether printed or otherwise, in Buyer’s purchase order or in any other communication from Buyer to WSS unless specifically agreed to by WSS in writing.
<br />Prior courses of dealing between the parties or trade usage, to the extent they add to, detract from, supplant, or explain this Agreement, shall not be binding on WSS. This Agreement
<br />shall be for the benefit of WSS and Buyer only and not for the benefit of any other person.
<br /> Termination. This Agreement may be terminated only upon WSS’s written consent. IF WSS shall declare or consent to a termination of the Agreement, in whole or in part, Buyer,
<br />in the absence of a contrary written agreement signed by WSS, shall pay termination charges based upon expenses and costs incurred in the assembly of its products on in the
<br />performance of the services to the date such termination is accepted by WSS including, but not limited to, expenses of disposing of materials on hand or on order from suppliers and
<br />the losses resulting from such disposition, plus a reasonable profit. In addition, any products substantially completed or services performed on or prior to any termination of this
<br />Agreement shall be accepted and paid for in full by Buyer. In the event of a material breach of this Agreement by Buyer, the insolvency of Buyer, or the initiation of any solvency or
<br />bankruptcy proceedings by or against Buyer, WSS shall have the right to immediately terminate this Agreement, and Buyer shall be liable for termination charges as set forth herein.
<br /> Price/Shipping/Payment. Depending on product purchased, prices are F.O.B. UNIVERSITY PARK, IL and/or ALLENDALE, MI. Buyer shall be responsible for all shipping
<br />charges. If this Agreement is for more than one unit of product, the products may be shipped in a single lot or in several lots are the discretion of WSS, and Buyer shall pay for each
<br />such shipment separately. WSS may require full or partial payment or payment guarantee in advance of shipment whenever, in its opinion, the financial condition of Buyer so
<br />warrants. WSS will invoice for product upon shipment to Buyer and for services monthly as completed. Amounts invoiced by WSS are due 30 days from date of invoice, except that
<br />payment terms for turn-key sales of products and services are 10% of total contract mobilization fee due with Buyer’s order. Invoice deductions will not be honored unless covered by
<br />a credit memorandum. Minimum billing per order is $75.00.
<br /> Risk of Loss. The risk of loss of the products or any part thereof shall pass to the Buyer upon delivery thereof by WSS to the carrier. Buyer shall have sole responsibility for
<br />processing and collection of any claim of loss against the carrier.
<br /> Hold Harmless. Buyer, shall hold WSS harmless from and shall indemnify WSS against any claim, liability, loss or damage, including the attendant costs of litigation, arising out of
<br />or directly related to any contract entered into with a customer of the Buyer or potential customer, provided expressly that the claim, liability, loss or damage is caused by or directly
<br />related to: (i) the use of the Products; (ii) the Services provided by the Buyer; (iii) any act or omission of the Buyer related to any claim of infringement of any intellectual property rights
<br />of third parties; and (iv) for any violation by the Buyer of any laws or applicable regulations governing the use or sale of the Products or Services of the Buyer, which is brought against
<br />WSS relating to the activities of WSS contemplated by this Agreement. This provision shall apply ONLY if Buyer is notified of such matter described herein by the WSS within five (5)
<br />business days of WSS’s notice of such matter, regardless of form of notice or knowledge. Buyer reserves all rights to directly defend itself in any such proceedings, and shall have the
<br />absolute right to direct the defense of WSS with respect thereto.
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<br />WSS shall hold the Buyer harmless and shall save, defend and indemnify the Buyer against any and all claims, demands, liabilities, suits and other proceedings, including any
<br />resulting costs of defense and damages, which arise out of or occur as a result from the conduct of WSS, including, but not limited to, misrepresentations regarding the Products or
<br />Services provided by WSS, breach of contract, breach of his duties hereunder and engaging in misleading or deceptive sales practices. WSS shall have the absolute right to direct
<br />and control its defense of any such matter arising as a result of the same.
<br /> Taxes. Price quotes by WSS do not include taxes. Buyer shall pay WSS, in addition to the price of the products of services, any applicable tax (however designated) imposed upon
<br />the sale, production, delivery or use of the products or services to the extent required or not forbidden by law to be collected by WSS from Buyer, whether or not so collected at the
<br />time of the sale, unless valid exemption certificates acceptable to the taxing authorities are furnished to WSS before the date of the invoice.
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<br />Delivery. Although WSS shall in good faith endeavor to meet estimated delivery dates, delivery dates are not guaranteed but are estimated on the basis of immediate receipt by
<br />WSS of all information required from Buyer and the absence of delays, direct or indirect, as set forth in paragraph 29 herein.
<br /> Returns. Buyer may return shipped product to WSS only upon WSS’s prior written consent (such consent to be in the sole discretion of WSS) and upon terms specified by WSS,
<br />including prevailing restocking and handling charges. Buyer assumers all risk of loss for such returned product until actual receipt thereof by WSS. Agents of WSS are not authorized
<br />to accept returned product or to grant allowances or adjustments with respect to Buyer’s account.
<br /> Inspection. Buyer shall inspect the product immediately upon receipt. All claims for any alleged defect in WSS’s product or deficiency in the performance of its services under this
<br />Agreement, capable of discovery upon reasonable inspection, must be fully set forth in writing and received by WSS within 30 days of Buyer’s receipt of the product or WSS’s
<br />performance of the services. Failure to make any such claim within said 30 day period shall constitute a waiver of such claim and an irrevocable acceptance of the product and
<br />services by Buyer. Limited Warranty. WSS warrants each new product to be free from defects in material and workmanship, under normal use and service, for a period of two years from the delivery
<br />to Buyer (one-year for informers and all software products, five years of 2001 & ECLIPSE Series siren head). During this warranty WSS will provide warranty service for any unit
<br />which is delivered, shipping prepaid by the Buyer, to a designated warranty service center for examination and such examination reveals a defect in material and/or workmanship.
<br />WSS will then, at its option, repair or replace the product or any defective part(s), or remit the purchase price of the product to Buyer. This warranty does not cover travel expenses,
<br />the cost of specialized equipment for gaining access to the product, or labor charges for removal and re-installation of the product for warranty service at any location other WSS’s
<br />designated warranty service center. This warranty shall not apply to components or accessories that have a separate warranty by the original manufacturer, such as, but not limited to,
<br />radios and batteries, and does not extend to any unit which has been subjected to abuse, misuse, improper installation or which has been inadequately maintained, not to units with
<br />problems due to service or modification by other than a WSS warranty service center. WSS will provide on-site warranty service during the first 60 days after the completion of the
<br />installation when WSS has provided a turn-key installation including optimization and/or commissioning services. THERE ARE NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
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