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Terms
and Conditions
Seller
Panadyne is hereinafter referred to as “Seller”
as applicable.
Final Agreement
The terms and conditions set forth herein shall constitute
the final, complete and exclusive terms and conditions
of sale. Purchaser shall be bound by the terms and conditions
herein when it executes and returns an acknowledgement
copy to Seller, or when it otherwise indicates acceptance
of these terms and conditions or when it accepts delivery
from Seller of, or pays Seller for any of the products
or services specified herein. Seller’s obligations
are expressly limited to the terms and conditions stated
herein and any additional or different terms and conditions
proposed by Purchaser in any offer, order, acceptance
or other writing, or otherwise, are rejected by Seller
unless expressly assented in writing by Seller. Seller
reserves the right to correct all typographical or clerical
errors which may be presented in the prices or specifications
herein.
Prices and Other Charges
Prices are subject to change without prior notice. All
shipments will be invoiced at prices in effect at the
time of shipment. On palletized shipments, a charge
of $9.75 per pallet will be added to the invoice.
Payment Terms
Payment terms are net 30 days for customers with approved
credit (unless otherwise agreed in writing from Seller).
Late payments are subject to a finance charge of 1.5%
per month, or the maximum charge allowed by law if less
than 1.5% per month. All major credit cards are accepted.
Taxes
Seller’s prices do not include sales, use, excise
or similar taxes. Thus, in addition to the prices specified
herein, any present or future sales, use, excise or
similar taxes applicable to the product or services
sold hereunder shall be added to the price and paid
by Purchaser.
Delivery Terms
F.O.B. Seller’s Factory, unless otherwise agreed
in writing by Seller and Purchaser and/or noted on the
front of this document. In all cases, risk of loss or
damage to products in transit shall be on Purchaser
who shall file any resulting claims with the carrier.
Shipping dates reflect Seller’s best estimate
based on production requirements. Seller shall not be
liable for delay in delivery or failure to manufacture
due to causes beyond its reasonable control, nor shall
Seller be required to allocate production and deliveries,
in this event, among customers. For export orders, shipment
date is subject to extensions of time as required to
obtain any necessary export license. Seller reserves
the right to make partial shipments, unless other written
instructions are given by purchaser.
Orders Considered Complete
Total shipments made within the range of 10% over and
10% under the order quantity will be considered complete
fulfillment of the order by Seller. The invoice value
will be for the quantity shipped.
Hold for Release and Will Call Orders
Unless specific written instructions are given by Purchaser,
the order will be entered into Seller’s normal
production schedule for immediate shipment upon completion
of manufacturing. For orders held for release, or shipping
instructions, Seller will contact Purchaser. Disposition
of the order must be made 10 days after such contact,
or the Purchaser will be subject to assessment of a
handling charge of 5% of the total value of the order.
In addition, orders held for release or shipping instructions
beyond 90 days after completion may be subject to storage
charges.
Returns Policy
The decision to accept product for return rests solely
within Seller. With Seller’s prior written approval,
Seller’s standard products which are in saleable
condition, all as determined by Seller, may be returned
to Seller for a refund of product price, less a restocking
charge of 25% of original invoice price. Purchaser must
pay for return freight to Seller’s origin factory
and Purchaser shall be responsible for risk of loss
or damage to the products in transit.
Cancellation
Purchaser may cancel an order provided written notice
is given to Seller prior to the commencement of production
or processing of the products. If production or processing
has started, Seller will charge up to the full invoice
price for the products to be determined by Seller based
upon the stage of production or processing which has
been performed. Cancellation of orders for Seller’s
standard stock products may be made in writing by Purchaser
at any time prior to shipment by Seller.
Warranty
Seller warrants that the products to be delivered shall
be of the type specified and conform to Seller’s
specifications, or to the Purchaser’s specifications
if agreed to in writing by Seller, and shall be free
from defects in material and workmanship when compared
to the applicable specifications. SELLER MAKES NO OTHER
WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, WARRANTIES OR MERCHANTABLITY, FITNESS FOR
A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT OF ANY
PATENT, EXCEPT THAT THE IMPLIED WARRANTY OF TITLE IS
NOT DISCLAIMED. Seller’s only liability and obligation
under the above warranty shall be to correct any defects
in, or at Seller’s option, to replace any defective
products which fail to comply with above warranty. Seller
shall not be liable for any breach of the above warranty
unless it receives written notice of such broach within
one year from the date of shipment of the products to
which the breach relates.
Limitation of Liability and Damages
Seller shall not, in any event, be liable in contract,
tort, warranty, strict liability, or otherwise, for
any special, indirect, incidental, or consequential
damages, such as, but not limited to, loss of anticipated
profits or revenue. Further, any liability of Seller
arising in connection with any product or service shall
not exceed the sales price of such product or service.
Patents
Purchaser shall defend, indemnify and hold Seller harmless
against any expense, loss or cost from any infringement
of any patent or trademark arising out of Seller’s
compliance with Purchaser’s designs, specifications
or instructions with respect to products or their manufacture.
Seller shall not be liable for any use made by Purchaser
or those taking, directly or indirectly, from Purchaser,
of any product furnished to Purchaser by Seller which
is covered by an adversely held patent.
Applicable Law
The rights and duties of the parties hereto and the
validity, construction and interpretation of this agreement
shall be governed by the laws of the Commonwealth of
Pennsylvania, U.S.A., without giving effect to its conflicts
of laws provisions.
Assignment
Purchaser may not assign its rights or duties under
this agreement by operation of law or otherwise, without
the prior written consent of Seller.
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