TERMS & CONDITIONS
Automation Technology, Inc., herein referred to as the 'Company', hereby confirms the order referred to on the face hereof (the party placing such order being herein referred to as the 'Buyer'), subject to the Terms of any Proposal and Offer of the Company to Buyer and the terms and conditions set forth hereinafter and on the face hereof. If your order is not an acceptance of the Company's Proposal and Offer, this will operate as an acceptance ONLY if Buyer agrees to the terms hereof. If Buyer does not so agree, it should notify the Company in writing within ten (10) days of the date hereof, as the Company will proceed in filling the order in accordance with its own terms and conditions. Any inconsistent or additional terms contained in Buyer's order are hereby rejected unless expressly accepted in writing by the Company. The terms and conditions stated herein shall represent the entire understanding of the parties, unless modified in a writing executed on behalf of each.
1. PRICES AND TAXES: In the event the Company's Quotation and/or Buyers order provides for deliveries later than 30 days from the date of this Acknowledgment, the prices quoted are subject to escalation to Manufacturers' prices in effect at the time shipment is made, except in cases where the Company has agreed in writing to waive such escalation. Unless otherwise stated herein prices quoted are F.O.B. shipping point. Unless otherwise agreed by the Company in writing, the amount of any local, State and Federal taxes levied on the products referred to herein shall be added to the amount paid by and remain the sole responsibility of the Buyer. Any portion of the price which is not paid in accordance with the terms of payment herein stated shall bear interest from the due date at the rate of 1/20 of 1% per day until paid.
2. DELIVERY: Any dates of schedules which may be specified for the delivery of the products covered hereby have been stated only approximately and are estimated from the date of receipt of Buyer's order, with complete drawings, specifications, designs, samples and other information reasonably requested by the Company in order to proceed with the manufacture and/or order of the products and the Company shall not incur any liability, either direct or indirect, nor shall any order be cancelled because or as a result of any delays in meeting such dates or schedules.
3. FORCE MAJEURE: The Company shall not be responsible or liable for any delays or failures in manufacture or delivery due to any cause of condition beyond the control of the Company, including, without limiting the generality of the foregoing, strikes or other labor difficulties, fire, floods, inability to secure transportation facilities, actions of the elements, shortage of materials or equipment, riots or other civil commotion, and war.
4. LAW ORDINANCES AND REGULATIONS: The Company shall use reasonable efforts to cause products manufactured or designed by it to comply with its interpretation of federal safety regulations and insurance codes of a national scope. However, the Company shall not be responsible for compliance with local interpretations of such federal regulations or insurance codes, nor with any local laws, ordinances, codes and/or regulations which may at any time be in effect with respect to the products, unless such responsibility shall be expressly assumed by the Company in writing. Further, the Company shall have no responsibility whatever for compliance with such laws, etc. by products manufactured or designed by others.
5. CHANGES IN DETAIL OF DESIGN: The Company and/or its suppliers shall be entitled to make any and all changes in details of design, fabrication or arrangement of the products as the Company in its sole discretion determines will constitute an improvement upon the products or any specifications of designs previously furnished to the Buyer.
6. PRODUCTS MADE TO BUYER'S SPECIFICATIONS: The Company makes NO WARRANTY WHATSOEVER, except as to title, with respect to products manufactured and/or designed to Buyer's own specifications and the Buyer shall, at its own expense, defend and save the Company harmless from and against any claim, suite, expense or otherwise which shall be asserted or brought against the Company by reason of its manufacture or sale of such products.
7. WARRANTY: The Company MAKES NO WARRANTY WHATSOEVER concerning products manufactured by others. The Company will repair or replace products manufactured by it which prove defective within (1) year from date of shipment upon return of the same at Buyer's expense when such defects are due to defective material supplied by the company or defective workmanship of its employees, provided the products shall have been properly assembled and utilized in accordance with the Company's design thereof and instructions relating thereto, it being understood athat the foregoing warranty shall be of no effect whatsoever in the event any changes are made in the products prior to or in connection with their assembly or use.
8. EXCLUSION OF OTHER WARRANTIES: EXCEPT FOR THE EXPRESS WARRANTY AS DESCRIBED ABOVE, THERE ARE NO WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WHICH EXTEND BEYOND THE DESCRIPTION OF THE PRODUCTS ON THE FACE HEREOF. NO WARRANTIES OR REPRESENTATIONS AT ANY TIME MADE BY ANY REPRESENTATIVE OF THE COMPANY SHALL BE EFFECTIVE TO VARY OR EXTEND THE ABOVE-REVERENCED EXPRESS WARRANTIES OF ANY OTHER TERMS HEREOF.
9. LIABILITY LIMITATION: In no event shall the Company be liable for consequential, incidental or special damages resulting from or in any manner related to the products, their design, use, or any inability to use the same, including, without limitation, damages arising out of or in any manner relating the delivery of the products or any delay with respect to defective products manufactured by it shall be the repair, correction or replacement thereof pursuant to the 'WARRANTY' provisions or hereinabove contained. Should the products prove so defective, however, as to preclude the remedying of warranted defects by repair or replacement, the Buyer's sole and exclusive remedy shall be the refund of the purchase price of the defective products involved upon the return of the products to the Company.
10. INTENDED USE OF PRODUCTS: The products covered hereby are designed and have been offered for only those applications specified in the Company's Proposal and Offer. The above-stated 'WARRANTY' provisions, as well as all other obligations of the Company to Buyer, respecting the products, are subject to the use of the products for only such applications.
11. CANCELLATION OR CHANGES OF ORDERS: No orders may be withdrawn or cancelled by the Buyer, nor may they be deferred when ready, unless the company shall first be paid a cancellation or deferral charge of a reasonable amount acceptable to the Company. In the event Buyer shall request changes in its order after receipt thereof by the Company, it shall be responsible for all charges reasonable assessed by the Company with respect to such changes.
12. NO PROTECTION FROM CLAIM OF INFRINGEMENT: The Company makes no representation or warranty that the delivery of subsequent use of the products ordered shall be free of the claim of any third party by way of infringement.
13. APPLICABLE LAW: The terms and conditions applicable to the transaction provided for herein shall be determined and construed in accordance with, and shall be governed by, the laws of the state of North Carolina, and Buyer and the Company agree to submit to the jurisdiction of the appropriate State or Federal Court within North Carolina for purposes of resolving any dispute or claim arising in connection with said transaction.
14. The products listed above meet the requirements and specifications of the standards under the Occupational Safety and Health Act of 1970.
15. NUCLEAR INDEMNITY: If the products are to be used in any nuclear installation or activity, then Buyer or the ultimate user(i) shall secure and maintain the maximum nuclear property damage liability insurance protection available, (ii) shall enter into and maintain a government indemnity agreement, and (iii) shall waive and require its insurers to waive all rights of recovery or subrogation against the Company for, and shall indemnify and hold the Company harmless from and against, any claims, losses or damages (including consequential or special damages of any kind) arising out of a Nuclear incident as that term is defined in the Atomic Energy Act of 1954, as amended.
16. DEFAULT OF TERMS AND CONDITIONS: In the event of a default in the performance of any of the terms and conditions referred to herein, the defaulting party shall reimburse the non-defaulting party for all costs and expenses reasonably incurred by the non-defaulting party in connection with the default, including but not limited to reasonable attorney fees.