- All orders are subject to acceptance by Seller. Buyer agrees to provide credit references upon request before orders are accepted by Seller. "Terms and Conditions" means collectively, the terms and conditions contained herein. Any Terms and Conditions originating with Buyer are superseded by the Terms and Conditions and shall not be or become part of the contract between Buyer and Seller unless specifically accepted in a writing signed by an officer of Seller. Acknowledgement of the receipt of any order, including signing and returning to Buyer its acknowledgement copy, if any, shall not constitute acceptance by Seller of any additional or different terms and conditions, nor shall Seller commencement of work, in itself, be construed as acceptance of an order containing additional or different terms and conditions. Seller shall have no liability until or unless orders are accepted.
- Prices for and payment terms of the Goods are set forth in the Proposal. Prices are subject to change without notice. All Buyer's purchase orders should reference Seller's quotation number at time of order or may be subject to a price adjustment or refusal of acceptance. The Seller reserves the right to correct pricing if an error was made by Seller and Buyer has a right to cancel order if Buyer does not agree to adjusted pricing. Any errors contained in Seller's invoice must be brought to the attention of the Seller within 5 days of receiving an invoice. Failure to do so may result in an uncorrectable situation for both Buyer and Seller.
- Prices do not include sales, use, excise, property, import, export or other taxes that may be levied on the transaction by local, state, federal or foreign governments. Any such taxes shall be the responsibility of Buyer.
- All shipments are FOB MANUFACTURER'S FACTORY, unless otherwise noted. Orders may contain shipping, handling and insured value charges. These charges will be prepaid and added to invoice unless specified otherwise by Buyer. Delivery to a common carrier or licensed trucker shall constitute tender of delivery to Buyer and all risk of loss or damage in transit shall be borne by Buyer. In no event shall Seller be held liable for any damages or expenses caused by delays in delivery. The parties recognize that delivery dates are approximate. The acceptance of Goods by Buyer shall constitute a waiver of all claims for delay. Buyer and Seller agree that "TIME IS NOT OF THE ESSENCE" in Seller's performance of this order. Any error with the product shipment should be brought to the attention of the Seller by the Buyer within 5 days of receipt of shipment. Seller shall not be liable for delay in delivery due to causes beyond its, its manufacturers or its subcontractors reasonable control, including, but not limited to, delays or failures due in whole or in part to, acts of God, acts of Buyer, acts of civil or military authority, priorities, fire, strike, floods, acts of terrorism, insurrection, epidemics, war, riot, transportation delays, acts of a public enemy, inability to obtain necessary labor, materials or manufacturing facilities, or other causes similar to those enumerated. In the event of any such delay or failure, the date of delivery of Goods shall be extended for a period equal to the time lost by reason of the delay.
- Buyer understands and agrees that the Goods are being specifically manufactured for the Buyer and that any cancellation of an order shall result in cancellation charges. Any attempt to cancel or refuse delivery of the order or change the specifications (collectively referred to herein as "cancellation") without Seller's consent will be a breach of contract and may be subject to cancellation charges. Buyer agrees to pay such charges in an amount, unless otherwise specifically provided in this acknowledgement or by special arrangement, equal to the full contract price that are finished or in production at the time of Buyer's cancellation. In addition, any postponement of a delivery of Goods by Buyer by more than ninety(90) days shall be deemed a cancellation of the order and shall be subject to these cancellation charges. All orders, unless specified in writing on Buyer's purchase order, may be shipped as partials.
Terms of Payment
- Unless otherwise specified, terms of payment are net thirty (30) days from date of invoice. Late charges shall incur an interest rate of one percent (1%) per month or the maximum rate allowable under applicable laws, whichever is less.
- All warranties are the warranties of the product manufacturer. No representative of Seller is authorized to make any warranties, promises or representations as to any product, and none shall be binding to Seller. The Seller warrants that the products which it sells to the Buyer shall be free from defects in workmanship or materials. In the event that any products or parts thereof shall prove to be defective in workmanship or materials, at the time it is delivered to buyer, the seller shall repair or replace the same without cost to the buyer. This is the Seller’s sole obligation under this warranty, and the Buyer’s sole and exclusive remedy.
- Buyer shall not copy or distribute any drawings, information or documentation received from Seller associated with this purchase order and shall not reverse engineer or dissemble any product, sample or prototype received from Seller associated with this purchase order without Seller's permission. Purchase order generated by the buyer is consider an acceptance of the design.
- The Buyer can request that changes be made in the construction or design of the product to be specifically adapted for the Buyer’s use. The request will be subject to iTech’s acceptance in (at) its discretion. If the request is accepted by iTech, it will provide the Buyer with an adjusted purchase price, completion date and shipping date. Upon acceptance of the adjustments by the Buyer, iTech will continue to work toward the completion of the project in accordance with the revised schedule.
- iTech is not responsible for the misuse or misapplication of the products included in this sale. iTech recommends and expects that the products provided in this sale will be installed with the proper safety devices applied, if they have not been specifically been included in the sale. A failure for the Buyer to specially request safety devices as part of the sale, or install safety devices with the products of this sale, shall be at the Buyers own risk. The Buyer agrees not to hold iTech liable for any claims against iTech by any person which directly or indirectly relate to the misapplication of the products of this sale and any associated safety devices which have or have not been installed with the products of this sale.
- Buyer agrees to indemnify, save harmless and defend Seller from and against all suits,
actions, legal proceedings, claims, demands, damages, costs, reasonable expenses and attorneys’ fees, to the extent caused by, or arising from (i) injury to or death of any person or persons or any damage to or loss of property arising out of or caused by Buyer's negligence, breach of these Terms and Conditions or willful misconduct or the sale or use of any product sold by Buyer or its affiliates that incorporates any of the Goods sold hereunder, other than those that are the result of a defect in such Goods caused by Seller, and (ii) Buyer's infringement of any third party's copyright, trade secrets, patent, trademark and/or trade name in connection with the manufacture or sale of Buyer's products that incorporate the Goods sold hereunder.
Limitation of Liability
- IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL
DAMAGES, INDIRECT DAMAGES, EXEMPLARY DAMAGES, PUNITIVE DAMAGES,
INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, LOSS OF REVENUE, OR LOSS OF USE OF ANY PROPERTY OR CAPITAL, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE REASONABLY FORESEEABLE. THESE LIMITATIONS ON DAMAGES SHALL APPLY HOWEVER THE LOSS OR DAMAGE MAY BE CAUSED AND ON ANY THEORY OF LIABILITY WHETHER BASED ON CONTRACT, TORT OR OTHER LEGAL THEORIES INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY OR UNDER ANY INDEMNITY OBLIGATION.