9323 Hamilton
Mentor, Ohio 44060 - USA
Tel:+1-440-357-1400
Fax:+1-440-357-1416
|
9323 Hamilton Mentor, Ohio 44060 - USA Tel:+1-440-357-1400 Fax:+1-440-357-1416 |
SCOPE -(a) The Terms and Conditions of Sale contained herein apply
to
all quotations made and contracts of sale entered into by Scientific
Solutions (Seller). Though the Terms and Conditions of Sale may
conflict with certain terms and conditions, if any, specified by Buyer
in Buyer's order form, or otherwise, Seller's acceptance of
Buyer's order is on condition that only these Terms & Conditions of
Sale shall apply to Buyer's order, irrespective of whether the Buyer
accepts these Terms & Conditions of Sale by a written
acknowledgment, by implication, or by acceptance of and payment for
goods ordered hereunder. Any term, provision, or condition in
conflict with, or in addition to, or in modification of, any of these
Terms & Conditions of Sale shall not be binding upon Seller unless
such term, provision or condition is in writing and signed by an
officer of Seller. Seller's failure to object to any term or
condition contained in any communication from Buyer shall not be deemed
a waiver of these Terms & Conditions of Sale nor shall it be deemed
an endorsement or agreement of any terms and conditions as set forth by
the Buyer. All offers, orders, agreements and contracts must be
approved and accepted by Seller at its home office. (b).
Notwithstanding the foregoing, however, stenographical and clerical
errors are subject to revision and correction.
TAXES - Unless otherwise expressly indicated herein, all prices are
exclusive of duty, federal, state and local excise, sales, use and
similar taxes. Such taxes, when applicable to this sale or to the
products sold, will appear as separate additional terms on the invoice,
or in lieu thereof the Buyer, prior to shipment, shall provide the
Seller with a properly executed tax exemption certificate acceptable to
the appropriate taxing authorities.
PATENTS - (a) With regard to products made to the order of Buyer's
designs, specifications or instructions, Buyer shall save and hold
Seller harmless against damage cost, loss or expense, including
reasonable attorney fees, resulting from any claim, suit or proceeding
brought by any person or entity for infringement of patents, copyright,
trademarks, trade names, or for unfair competition arising from
Seller's compliance with Buyer's designs, specifications or
instructions. (b) The sale of any product or products by Seller
pursuant to this order does not convey to Buyer any license, by
implication, estoppel, or otherwise, respecting any patent, trademark
or trade name claims or rights of Seller covering said products or any
combination thereof with or without any devices or elements.
TITLE, DELIVERY, AND SECURITY INTEREST - (a) Unless otherwise
expressly provided herein, title passes to Buyer when the products
ordered hereunder are delivered to the carrier F.O.B. point of
shipment. In all cases, risk of loss or damage to any such
products in transit shall fall upon Buyer, whose responsibility it
shall be to file claims with the carrier, which shall be deemed Buyer's
agent. Seller accepts no responsibility and shall not be
responsible for such claims filed with it. Unless Seller receives
specific shipping instructions from Buyer, Seller will exercise its own
discretion in selecting the method of shipment. (b) Shipping dates are
approximate and are dependent upon Seller's prompt receipt of
information from Buyer. Seller reserves the right to make
deliveries of products in installments and when Seller cannot deliver
the full amount of any order in the agreed schedule the right to
allocate production delivery among its various Buyers then under
contract for similar goods in a commercially reasonable manner.
Seller shall not be liable for delay in delivery or nondelivery due to
causes beyond Seller's reasonable control, including but not limited
to, acts of God, acts of Buyer, acts of civil or military authority,
war, riots, fires, floods, strikes, lockouts, delays in transportation,
and inability to obtain necessary fuel, power, labor, materials, or
manufacturing facilities. In the event of any such delay, the
date of delivery shall automatically be extended for a period equal to
the time lost by reason of such delay. (c) Buyer hereby grants Seller a
security interest in all Products to be purchased hereunder and all
proceeds thereof (including accounts receivable) as security for
Buyer's obligations hereunder. Buyer agrees to execute promptly
any and all instruments or documents necessary to perfect any such
security interest and acknowledges that, in any event, a copy of this
Agreement may be filed by Seller at any time after execution by Buyer
as a financing statement for that purpose.
SHORTAGES, DEFECTIVE OR INCORRECT PRODUCTS - All claims for
shortages or incorrect products must be filed in writing by Buyer with
Seller within thirty (30) days of shipment by Seller.
LIABILITY OF SELLER - (a) Any provision herein to the contrary
notwithstanding, to the extent permitted by law the maximum liability
of Seller to Buyer based on the claim of any person, firm or
corporation whatsoever arising out of or in connection with any sale,
use or other employment of any products delivered to Buyer hereunder,
whether such liability arises from any claim based upon contract
warranty, tort or otherwise shall in no case exceed the actual cost of
the products delivered pursuant to the order paid Seller by Buyer. (b)
IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR TO ANYONE ELSE FOR
INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES.
TERMS OF SALE - Acceptance of Buyer's purchase orders and shipment
and deliveries to buyer shall at all times be subject to the approval
of Seller's credit department, and Seller may at any time decline to
accept Buyer's order except on receipt of payment or upon terms and
conditions or security satisfactory to such department.
PAYMENT TERMS - When Seller has extended credit to Buyer, terms
shall be net thirty (30) days from the date of invoice. On any
order for which credit is not extended by Seller, shipment shall be
made at Seller's election as follows: the terms shall be Prepaid;
Visa or Master Card; C.O.D. company check or C.O.D. certified
check. (Note: C.O.D. company check will not be accepted for first
time orders without proper credit information supplied to Seller's
credit department). Buyer agrees to pay all costs and expense
incident to the collection of past due amounts, including reasonable
attorney fees. All payments shall be in U.S. funds. Seller
may impose, and Buyer agrees to pay, finance charges for any and all
past due amounts.
DEFAULTS - In the event of any default by Buyer, Seller may decline
to make further shipments without in any way affecting its rights under
this order. If despite any default by Buyer, Seller elects to
continue to make shipments, Seller's action shall not constitute
a waiver that in any way affects Seller's legal remedies of any such
default.
CANCELLATIONS - Buyer may cancel by written notice received at
Seller's home office, all or any part of this order subject to the
following cancellation fees:
less than 15 days notice....................50%
16 to 30 days notice.........................25%
31 to 45 days notice.........................15%
Number of days notice shall be days remaining before scheduled
shipment, on the date of Seller's receipt of Buyer's written
cancellation.
RESCHEDULING AND DELAY - If shipment of an order is delayed at
Buyer's written request received fewer than fifteen (15) working days
prior to the scheduled shipment date, Buyer shall be liable for a delay
charge equal to five percent (5%) of the cost of the items so
delayed. For delays in excess of 30 days, Buyer shall be liable
for an additional 5% delay charge, for a total of 10%
RETURNS - Shipment of product to Seller for any reason will not be
accepted without prior written authorization from Seller; such returned
product must be clearly labeled, on the outside of the shipping
package, with the Return Material Authorization number (RMA No.)
provided to Buyer by Seller for any approved returns. Cost of any
such shipments will be borne by Buyer. Seller reserves the right
to refuse delivery of any shipment not in compliance with these
conditions. Seller also reserves the right to charge, and Buyer
agrees to pay, restocking fees for any product returned by Buyer.
Authorization to return Products must be obtained from Seller, which
authorization may be granted by Seller in its sole discretion. If
granted, Seller will issue Buyer a Return Material Authorization number
(RMA No.). No return of Products will be accepted without an RMA
number. Returned Products must be in original shipping cartons
and must be complete with all packing materials and in re-sellable
condition. Return freight charges must be prepaid by the Buyer
and, as Seller is not responsible for return Products lost in transit,
Seller strongly suggests the Buyer insures their package. If
returned Products are claimed to be defective, a complete written
description of the nature of the defect must accompany all returned
Products. Product returned due to Buyer error may be subject to a
restocking fee. All items not eligible for return will be
returned to Buyer, transportation collect.
PACKAGING - Seller will provide commercial packaging adequate under
normal conditions to protect the product in shipment and to identify
the contents. Should Buyer request any special packaging, it
shall be provided at Buyer's expense.
CONTROLLING LAW - The validity, construction, and performance of
these Terms & Conditions of Sale shall be governed by and construed
in accordance with the laws of the State of Ohio, excluding that body
of law applicable to conflict of laws. In the event that any
provision of these Terms & Conditions of Sale or the application of
any such provision shall be held by a U.S. court of law to be contrary
to law, the remaining provisions of these Terms & Conditions of
Sale shall remain in full force and effect.
MODIFICATION - No addition to nor deletion from nor modification of any of the provisions of the Terms & Conditions of Sale of this order shall be binding upon Seller unless acknowledge and accepted by Seller.