Our Terms & Conditions
1. CONTRACT. Buyer, by accepting this
instrument without written objection, agrees to
the terms and conditions of sale set forth herein
and agrees that such terms and conditions shall
supersede those of Buyer in all instances where
conflict exists. No additions to or modifications
of this contract shall be binding unless made in
writing signed by both of the parties.
2. QUOTATIONS. Unless extended in
writing, every quotation by seller is void unless
accepted within thirty days from the date thereof
and in the meantime it is subject to change upon
notice; this quotation supersedes all previous quotations
and agreements relative to the same transaction.
3. TITLE AND INSURANCE. Security title
and right of possession of the equipment sold hereunder
or any replacements shall remain in Seller regardless
of mode of attachment to realty or other property,
until the full price (including deferred payments
and any notes or renewals or extensions) has been
paid in cash. Buyer agrees to do all acts necessary
to perfect and maintain said title and right in
Seller. Upon delivery to the carrier at Seller’s
plant (unless otherwise agreed to in writing) of
any of the equipment, beneficial title and all risk
of loss or damage shall pass to Buyer, and Buyer
shall procure and maintain for the benefit of Seller
and Buyer, as their interests may appear, adequate
insurance on the equipment against damage by fire
and other casualty.
4. TIME OF DELIVERY. Seller shall
not be liable for reasonable delays in delivery;
nor shall Seller be liable for delays in delivery,
or failure to manufacture or deliver, due to causes
beyond its reasonable control, such as acts of God,
acts of Buyer, acts of civil or military authority,
priorities or fires, strikes, floods, epidemics,
quarantine restrictions, war, riot, delays in transportation,
car shortages, and inabilities due to causes beyond
Seller’s reasonable control to obtain necessary
labor, materials or manufacturing facilities. In
the event of any such delay, the delivery date shall
be extended for a period of time equal to the period
of delay and its consequences. Seller’s liability
for failure or delay in delivery, for any cause
whatsoever, whether beyond Seller’s control
or not, shall not include indirect, special or consequential
damages.
In cases where Buyer has paid part
of the cost of equipment before delivery and Seller
is unable to manufacture and deliver such equipment
in accordance with the specifications within a reasonable
period beyond the delivery date, Seller shall have
the right to return all such pre-payments to Buyer
whereupon each party agrees to terminate this contract
without further liability to the other.
If either delivery or installation
is delayed by Buyer, Buyer will bear the expense
of those costs of storage, insurance, transportation
and labor and the risk of deterioration attributable
to any such delay.
5. WARRANTY. Seller warrants the equipment
to be delivered hereunder to be free of defects
in workmanship and material at the inception of
the applicable period specified below. THIS WARRANTY
IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES,
GUARANTEES, OR MISREPRESENTATIONS, EXPRESS OR IMPLIED,
BY OPERATION OF LAW OR OTHERWISE, INCLUDING ANY
WARRANTY OF MERCHANDABILITY OR FITNESS FOR PURPOSE.
If within six months from date of
shipment (or if the equipment is installed by Seller
or the work of installation is supervised by Seller’s
representative, within six months from completion
of installation provided some is not unreasonably
delayed by Buyer), Buyer notifies Seller that the
equipment is not as warranted and Seller finds the
equipment to be thus defective, Seller shall be
obligated and shall have the right to remedy such
defect by, at the Seller’s option, either
adjustment or repair or replacement of the whole
or any part of the equipment. Buyer shall assume
all responsibility and expense for removal, reinstallation
and freight in connection with the foregoing remedies.
Seller shall have the right of disposal of parts
replaced by it hereunder.
SELLER’S LIABILITY TO BUYER
WHETHER IN CONTRACT OR IN TORT ARISING OUT OF WARRANTIES,
REPRESENTATIONS, INSTRUCTIONS OR DEFECTS FROM ANY
CAUSE, SHALL BE LIMITED EXCLUSIVELY TO CORRECTING
THE EQUIPMENT ON THE TERMS AND UNDER THE CONDITIONS
AS FORESAID, AND ALL SUCH LIABILITY SHALL TERMINATE
UPON EXPIRATION OF THE APPLICABLE WARRANTY PERIOD
AS AFORESAID, IN NO EVENT SHALL SELLER BE LIABLE
FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES
NOR FOR LOSS; DAMAGES OR EXPENSES DIRECTLY OR INDIRECTLY
ARISING FROM THE USE OF THE EQUIPMENT DELIVERED
HEREUNDER..
6. PATENTS. Seller shall pay costs
and damages finally awarded in any suit against
Buyer to the extent said costs and damages are based
solely upon a finding that the design or construction
of the equipment furnished infringes a United States
patent, exclusive of method or process patents,
except infringement occurring as a result of incorporating
a design or modification at Buyer’s request;
provided that Buyer promptly notifies Seller of
any charge of such infringement and Seller is given
the right at its expense to settle such charge and
to defend or control the defense of any suit based
upon such charge. In no event shall Seller be liable
to the Buyer for infringement of any patent which
infringement results either from the combination
with other apparatus of the equipment to be delivered
hereunder. No license is granted or implied to any
process patent owned, licensed or controlled by
Seller, its subsidiaries or affiliates. This paragraph
sets forth Seller’s exclusive liability with
respect to patents.
7. TAXES. Seller’s prices do
not include sales, use, excise, added value or similar
taxes, nor do such prices include import tax, import
duty or similar levy imposed by a governmental authority
in any country; nor do such prices include any tax,
duty or other levy imposed by a government authority
outside the country under which Seller is organized;
consequently, in addition to the prices specified,
the amount of any present or future such tax, duty
or other levy applicable to the sale of the equipment
hereunder (including spare parts or replacement
parts required during installation of furnished
under warranty) shall be paid by Buyer, or in lieu
thereof Buyer shall provide Seller with a tax exemption
certificate acceptable to the taxing authorities
or Buyer shall reimburse Seller in case Seller has
for whatever reason paid such taxes or levies.
8. CANCELLATION. This contract may
be canceled by Buyer only upon the payment of reasonable
cancellation charges which shall include but not
be limited to expenses already incurred for labor
and material costs, overhead, commitments made by
Seller and a reasonable profit.
9. DANGEROUS RADIATIONS AND HIGH GAS
PRESSURES. PARTICLE ACCELERATORS, X-RAY GENERATORS,
AND OTHER EQUIPMENT SOLD BY SELLER PRODUCE DANGEROUS
RADIATIONS AND CONTAIN INCLUSIVE AND/OR INTERCONNECTING
HIGH GAS PRESSURES. BUYER, HAVING EXCLUSIVE CONTROL
OVER THE OPERATION OF SUCH EQUIPMENT, UNDERTAKES
THAT THIS EQUIPMENT SHALL BE ADEQUATELY SHIELDED
SO AS TO PREVENT INJURY TO PERSONS OR PROPERTY AND
WILL BE OPERATED ONLY BY EXPERIENCED AND AUTHORIZED
PERSONNEL. SELLER ASSUMES NO LIABILITY FOR INJURY
TO PERSONS OR DAMAGE TO PROPERTY CAUSED BY RADIATION
PRODUCED BY OR PRESSURE EXPLOSIONS OF THE EQUIPMENT
TO BE DELIVERED HEREUNDER. BUYER AGREES TO IDEMNIFY
AND HOLD SELLER HARMLESS FROM ANY AND ALL LAWSUITS,
DAMAGES, LIABILITIES AND EXPENSES, INCLUDING ATTORNEY’S
FEES, INCURRED BY SELLER ON ACCOUNT OF ACTUAL ALLEGED
DAMAGE TO PROPERTY OR INJURY TO PERSONS ARISING
OR CLAIMED TO HAVE ARISEN FROM THE OPERATION OR
USE OF SUCH EQUIPMENT BY BUYER, ITS EMPLOYEES, AGENTS,
SERVANTS OR CONTRACTORS.
10. BANKRUPCY. If Buyer shall become
bankrupt or insolvent or compounds with his creditors
or commences to be wound up or suffers a receiver
to be appointed, Seller shall be at liberty by notice
in writing to cancel this contract without judicial
intervention or declaration of default of Buyer
and without prejudice to any right or remedy which
shall have accrued or shall accrue thereafter to
Seller.
11. ADVICE BY SELLER. The giving or
failure to give advice or recommendations of any
character by Seller shall not give rise to any liability
on the part of the Seller.
12. DISPUTES. All disputes which may
arise during or from the execution of the order
shall be submitted for decision to a competent Court
in the state in which the manufacturing facility
of Seller is located. Seller reserves the right
however, to bring any claim it may have against
Buyer before any other Court.
13. WAIVERS. No waiver by Seller of
any breach of any provision hereof shall constitute
a waiver of any other breach of any provision hereof.
14. LEGAL CONSTRUCTION. The validity,
construction and performance of this contract shall
in all respects be governed by and interpreted in
accordance with the laws of the State of New Hampshire,
United States of America.
15. GENERAL. Seller shall not be liable
in any event for any loss or injury to persons or
property (including the equipment being installed)
during installation, assembly or erection which
results in whole or in part from:
This proposal, including any attachments
made a part of it, when accepted by buyer constitutes
the entire contract between the parties concerning
the transaction. Assignment of this contract may
be made only with written consent of the other party.
9/3/03
