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<br /> Terms and Conditions
<br /> These terms and conditions,the attendant quotation or acknowledgment,and all documents incorporated by reference therein,binds Seller
<br /> (Hallfield Controls, Inc.) hereinafter Seller, and the buyer, hereinafter Buyer, and constitutes the entire agreement(Agreement) between
<br /> Buyer and Seller for the provision of services(Services)and/or the sale of goods(Goods).
<br /> 1. PRICES: Unless otherwise specified by Seller, Seller's price for the Goods and/or Services shall remain in effect for thirty(30)days
<br /> after the date of Seller's quotation or acceptance of the order for the Goods/Services,whichever is delivered first,provided an unconditional,
<br /> complete authorization for the immediate manufacture and shipment of the Goods and/or provision of Services pursuant to Seller's standard
<br /> order processing procedures is received and accepted by Seller within such time period. If such authorization is not received by Seller within
<br /> such thirty (30) day period, Seller shall have the right to change the price for the Goods/Services to Seller's price in effect for the
<br /> Goods/Services at the time the order is released to final manufacture. Notwithstanding any of the foregoing to the contrary, the price for
<br /> Goods/Services sold by Seller,but manufactured by others,shall be Seller's price in effect at the time of shipment to Buyer.
<br /> 2. DELIVERY, ORDER ACCEPTANCE AND DOCUMENTATION: All shipping dates are approximate and are based upon Seller's
<br /> prompt receipt of all necessary information from Buyer to properly process the order. Notwithstanding any provisions to the contrary in this
<br /> or other documents related to this transaction,and regardless of how price was quoted,whether FOB, FAS,CIF or otherwise, legal title to
<br /> the Goods and risk of loss thereto shall transfer to Buyer as follows:for sales in which the end destination of the Goods is within the United
<br /> States, upon delivery to the freight carrier at the shipping point;for sales in which the end destination of the Goods is outside of the United
<br /> States, immediately after the Goods have passed beyond the territorial limits of the United States. Seller shall provide Buyer with that
<br /> data/documentation which is specifically identified in the quotation. If additional copies of data/documentation or non-standard
<br /> data/documentation are to be provided by Seller,they shall be provided to Buyer at Seller's price then in effect.
<br /> a. EXCUSE OF PERFORMANCE: Seller shall not be liable for delays in performance or for non-performance due to acts of God,war,
<br /> riot, fire, terrorism, labor trouble, unavailability of materials or components, explosion, accident, compliance with governmental requests,
<br /> laws,regulations,orders or actions,or other unforeseen circumstances or causes beyond Seller's reasonable control.
<br /> a. TERMINATION AND SUSPENSION BY BUYER: Buyer may terminate or suspend its order for any or all of the Goods/Services
<br /> covered by the Agreement, provided that Buyer gives Seller reasonable advance written notice of such termination or suspension and
<br /> reimburses Seller for all losses,damages,costs and expenses arising from such termination or suspension
<br /> 5. LIMITED WARRANTY: Subject to the limitations contained in Section 6 herein,Seller warrants that the licensed firmware embodied in
<br /> the Goods will execute the programming instructions provided by Seller, and that the Goods manufactured or Services provided by Seller
<br /> will be free from defects in materials or workmanship under normal use and care until the expiration of the applicable warranty period.
<br /> Goods are warranted for twelve(12)months from the date of initial installation or eighteen(18)months from the date of shipment by Seller,
<br /> whichever period expires first. Consumables and Services are warranted for a period of 90 days from the date of shipment or completion of
<br /> the Services Products purchased by Seller from a third party for resale to Buyer("Resale Products")shall carry only the warranty extended
<br /> by the original manufacturer. Buyer agrees that Seller has no liability for Resale Products beyond making a reasonable commercial effort to
<br /> arrange for procurement and shipping of the Resale Products. If Buyer discovers any warranty defects and notifies Seller thereof in writing
<br /> during the applicable warranty period, Seller shall, at its option, correct any errors that are found by Seller in the firmware or Services or
<br /> repair or replace F.O.B. point of manufacture that portion of the Goods or firmware found by Seller to be defective,or refund the purchase
<br /> price of the defective portion of the Goods/Services. All replacements or repairs necessitated by inadequate maintenance,normal wear and
<br /> usage, unsuitable power sources or environmental conditions, accident, misuse, improper installation, modification, repair, storage or
<br /> handling,or any other cause not the fault of Seller are not covered by this limited warranty,and shall be at Buyer's expense. Seller shall not
<br /> be obligated to pay any costs or charges incurred by Buyer or any other party except as may be agreed upon in writing in advance by Seller
<br /> All costs of dismantling, reinstallation and freight and the time and expenses of Seller's personnel and representatives for site travel and
<br /> diagnosis under this warranty clause shall be bome by Buyer unless accepted in writing by Seller Goods repaired and parts replaced by
<br /> Seller during the warranty period shall be in warranty for the remainder of the original warranty period or ninety (90)days, whichever is
<br /> longer. This limited warranty is the only warranty made by Seller and can be amended only in a writing signed by Seller. THE
<br /> WARRANTIES AND REMEDIES SET FORTH ABOVE ARE EXCLUSIVE. THERE ARE NO REPRESENTATIONS OR WARRANTIES OF
<br /> ANY KIND, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR ANY OTHER MATTER
<br /> WITH RESPECT TO ANY OF THE GOODS OR SERVICES.
<br /> 6. LIMITATION OF REMEDY AND LIABILITY: SELLER SHALL NOT BE LIABLE FOR DAMAGES CAUSED BY DELAY IN
<br /> PERFORMANCE. THE REMEDIES OF BUYER SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE. IN NO EVENT, REGARDLESS
<br /> OF THE FORM OF THE CLAIM OR CAUSE OF ACTION(WHETHER BASED IN CONTRACT, INFRINGEMENT,NEGLIGENCE, STRICT
<br /> LIABILITY,OTHER TORT OR OTHERWISE),SHALL SELLER'S LIABILITY TO BUYER AND/OR ITS CUSTOMERS EXCEED THE PRICE
<br /> TO BUYER OF THE SPECIFIC GOODS MANUFACTURED OR SERVICES PROVIDED BY SELLER GIVING RISE TO THE CLAIM OR
<br /> CAUSE OF ACTION. BUYER AGREES THAT IN NO EVENT SHALL SELLER'S LIABILITY TO BUYER AND/OR ITS CUSTOMERS
<br /> EXTEND TO INCLUDE INCIDENTAL,CONSEQUENTIAL OR PUNITIVE DAMAGES. THE TERM"CONSEQUENTIAL DAMAGES"SHALL
<br /> Centerville Proposal Prepared November 4,2015 hfc• 3
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