Terms & Conditions of Sale of Goods

Terms of Sale of Goods

IN ALL CASES CLERICAL ERRORS ARE SUBJECT TO CORRECTION

Download Standard Terms and Conditions of Sale of Goods Here

 

Microcom Corporation

Terms and Conditions of Sale of Goods

    

1. Certain Definitions Used in this Document. ”Seller” means Microcom
Corporation. “Purchaser” means the purchaser identified in the applicable
document in which these Standard Terms and Conditions of Sale of Goods
are referenced as being applicable, irrespective of whether the document is
an Invoice, Order Confirmation, Quotation, Statement of Work, or other
document (hereinafter, all references to such document and to the Standard
Terms and Conditions of Sale of Goods, collectively shall be made by a
reference to “this Document”). “Goods” mean the goods, equipment,
supplies and services supplied by Seller to Purchaser as described in this
Document. “Purchaser” and “Seller” include the respective heirs, executors,
personal representatives, successors and permitted assigns of each.

2. Terms are Exclusive. THIS DOCUMENT CONSTITUTES THE
COMPLETE AND FINAL AGREEMENT OF PURCHASER AND
SELLER FOR THE GOODS. THIS DOCUMENT MAY NOT BE ADDED
TO, MODIFIED OR SUPERSEDED EXCEPT IN A WRITING SIGNED
BY AN AUTHORIZED REPRESENTATIVE OF SELLER, EVEN
THOUGH OTHER TERMS MAY APPEAR ON PURCHASER’S
DOCUMENTS (ALL OF WHICH ARE HEREBY OBJECTED TO BY
SELLER WITHOUT FURTHER NOTICE). IF PURCHASER ACCEPTS
ANY PERFORMANCE BY SELLER, PURCHASER WILL BE DEEMED
TO HAVE ACCEPTED THE TERMS AND CONDITIONS OF THIS
DOCUMENT.

3. Price. Unless otherwise agreed, prices will be those set forth in Seller’s
pricing policies in effect at the time of tender of delivery. In the event
Purchaser changes its order (if and when permitted by Seller), Seller may
adjust prices accordingly. Unless otherwise stated, prices do not include
applicable quotation fees, taxes, excises, duties or other governmental
impositions including but not limited to customs fees, duties and tariffs, if
applicable, which Seller may be required to pay or collect. Any such
applicable fees, taxes, etc., will be paid by Purchaser. Further, unless
otherwise stated, all permits, licenses, or authorizations necessary for the use
of the Goods will be obtained by Purchaser at its sole expense. IF THIS
DOCUMENT IS A QUOTATION, THE TERMS AND PRICES QUOTED
(IF ANY) WILL BE FIRM ONLY IF ACCEPTED BY PURCHASER
WITHIN THIRTY (30) DAYS OF THE DATE OF THE QUOTATION.

4. Payment. Unless otherwise agreed by Seller in writing, full cash payment
is due within thirty days after invoice date. If Purchaser does not pay on
time, Seller reserves the right to charge Purchaser 1.5% per month on the
unpaid balance until paid in full. If any amount remains unpaid and Seller
attempts to collect such amount, Purchaser will pay Seller’s costs of
collection, including but not limited to attorneys’ fees and court costs.

5. Delivery. Unless otherwise agreed, the Goods will be delivered to
Purchaser F.O.B. Seller’s facility. Any specified delivery date is
approximate only. Title to the Goods will pass to Purchaser upon Seller’s
tender of delivery of the Goods. If the Goods are held by Seller subject to
receiving instructions from Purchaser, Seller may invoice the Goods and
Purchaser agrees to make payment in accordance with this Document.
Goods invoiced and held at any location by Seller will be held at Purchaser’s
risk and Seller may charge for (but is not obligated to carry) insurance and
storage. Purchaser will accept and pay for partial deliveries at contract
prices and terms. When Purchaser has declared or manifested an intention
not to accept delivery in accordance with this Document, no tender will be
necessary but Seller may, at its option, give notice to Purchaser that Seller is
ready and willing to deliver and such notice will constitute a valid tender of
delivery.

6. Excuse. Seller shall not be liable for failure to perform by reason of strikes,
fires, floods, unavoidable accidents, wars, delays in transportation,
epidemics, acts of Gods, or other causes beyond its reasonable control. In
connection with the foregoing, Purchaser acknowledges that delivery of the
Goods is contingent upon Seller’s ability to obtain supplies, raw materials
and services through its regular and usual sources and thus, if for any reason
beyond Seller’s control, Seller is not able to meet anticipated deliveries,
Seller will not be liable therefor and may postpone the delivery date(s) under
this Document for a period of time which is reasonable under all
circumstances

 

Microcom Corporation

Terms and Conditions of Sale of Goods

    

7. Warranty; Warranty Disclaimers; Assignment of Assignable
Warranties of Manufacturer; Limitation of Remedies and Liabilities.
Unless Seller explicitly provides to Purchaser a separate written warranty
document regarding the Goods, SELLER MAKES NO WARRANTIES,
EXPRESS OR IMPLIED, CONCERNING THE GOODS WHATSOEVER.
SELLER DISCLAIMS AND EXCLUDES ALL EXPRESS WARRANTIES
AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT
LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE. However, to the extent
assignable, Seller shall assign to Purchaser any warranties of the
manufacturer of the Goods.
Purchaser agrees that Seller’s obligation to assign, to the extent assignable,
any manufacturer’s warranties with respect to the Goods is the sole remedy
bargained for by Purchaser IN LIEU OF ALL OTHER EXPRESS AND
IMPLIED WARRANTIES. Seller’s obligations described in this Section 7
will be PURCHASER’S SOLE AND EXCLUSIVE REMEDY FOR ANY
LIABILITY WITH RESPECT TO THE GOODS WHETHER ANY
CLAIM FOR RECOVERY IS BASED UPON OR ARISES OUT OF
THEORIES OF CONTRACT, NEGLIGENCE, TORT (INCLUDING
STRICT LIABILITY) OR OTHERWISE. IN NO EVENT WILL SELLER
BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT
LIMITATION, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

8. Hazardous Business. Purchaser assumes all risk and liability resulting from
the Goods delivered hereunder. Unless otherwise agreed to by us in writing,
the Goods are not intended for use in connection with “safety-related”
applications within any nuclear facility or any other hazardous activity such
as aircraft, space exploration or other critical applications where failure of a
single component could cause substantial harm to persons or property. Seller
disclaims any and all liability if the Goods are used in any such applications.

9. Government Contracts. If the Goods relate to any U.S. government, state
or local government agency, Purchaser is responsible to notify Seller of all
government procurement conditions applicable thereto when Purchaser
requests Seller’s quotation. Seller will review the conditions and advise
Purchaser of Seller’s ability to comply. If any government action should
place or contain limitations on the price provided for in this Document such
that it would be illegal or against public or government policy for Seller to
charge, assess or receive the full amount or to increase such prices as
determined by this Document, then Seller shall have the option to (1)
continue to perform under this Document subject to such adjustments in
prices that Seller may deem necessary to comply with such government
action, (2) revise this Document, subject to Purchaser’s approval, in order to
most nearly accomplish the original intent of this Document, or (3)
terminate performance of the affected portions of this Document without
liability for any damages.

10. Inspections and Acceptance/Claims. Each delivery of Goods will be
inspected promptly by Purchaser for damage and defects. PURCHASER
WILL NOTIFY SELLER OF ALL CLAIMED DAMAGE OR DEFECTS
WITHIN TEN (10) DAYS OF PURCHASER’S RECEIPT OF THE
GOODS. If Purchaser fails to so inspect and notify Seller, Purchaser will be
deemed to have accepted the Goods and to have waived any damage or
defect or claim therefor. If Purchaser inspects the Goods and notifies Seller
within such period of its claim that the Goods are damaged or defective,
Seller will review Purchaser’s claim, and if valid, Purchaser and Seller will
mutually agree on the timing of curing such damage or defect. Any remedy
of Purchaser against Seller shall be barred unless notice is given in
accordance with the foregoing provision.

11. General Indemnity. Purchaser shall indemnify, defend and hold harmless
Seller from and against all losses, claims, damages, injuries, deaths or other
liabilities arising out of or relating to (i) Purchaser’s use of the Goods;
and/or (ii) Purchaser’s acts, omissions and/or performance under this
Document.

12. Information Regarding the Goods. Purchaser acknowledges that it has
received and is familiar with Seller’s and any manufacturer’s labeling and
literature concerning the Goods and will forward such information to its
employees, agents, customers.

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13. Cancellation. Seller may cancel or terminate all or part of the contract
evidenced by this Document immediately if Purchaser is materially
delinquent on any of its obligations hereunder or under any other order or
transaction with Seller; Purchaser becomes insolvent; a receiver under Title
11 U.S.C., as amended (the “Bankruptcy Code”) is appointed for or on
behalf of Purchaser, or a case under any chapter of the Bankruptcy Code is
commenced for, by or against Purchaser; Purchaser suspends or terminates
business or makes an assignment for the benefit of creditors; any guarantor
of the obligations of Purchaser dies, becomes insolvent or any case under
any chapter of the Bankruptcy Code is commenced for, by or against such
guarantor; or any event occurs, whether or not similar to the foregoing,
which in Seller’s good faith belief materially impairs the prospect of
payment or performance by Purchaser. Seller’s rights to cancel or terminate
may be exercised by Seller without liability.

14. Representation by Agent or Representatives. The terms of this Document
will govern the liability and obligations of Seller in regard to the sale of
Goods, whether the sale was procured directly by Seller or indirectly
through an authorized sales representative. No agent, employee or
representative of Seller has any authority to bind Seller to any additional or
contrary terms. Unless a term is specifically included within this Document
or is in writing signed by an executive officer of Seller, it will not be
enforceable by Purchaser or by any person claiming by or through
Purchaser.

15. Confidentiality. Purchaser will not disclose or otherwise disseminate,
directly or indirectly, any of the terms of this Document or any other
information of Seller given to or received by Purchaser or its associates or
agents, unless Purchaser received Seller’s written permission or such
information is required to be disclosed by law or becomes part of the public
domain through no fault of Purchaser, its associates or agents.

16. Miscellaneous. Orders entered on Seller’s books cannot be canceled or
deferred except with Seller’s written consent and upon terms that will
indemnify Seller against loss. If any of the provisions of this Document are
deemed invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions will in no way be affected or
impaired thereby. This Document and the contractual relationship between
Seller and Purchaser shall be governed by and construed under the internal
laws of the State of Ohio (without regard to Ohio conflicts of law
principles). In the event of a dispute hereunder, Purchaser agrees to the
exclusive jurisdiction of the courts of Franklin County, Ohio. The United
Nations Convention on Contracts for the International Sale of Goods is
hereby disclaimed and shall not apply to the purchase and sale of Goods
hereunder. No right or interest in the contract arising from this Document
may be assigned by Purchaser and no delegation of any obligation owed by
Purchaser may be made without the prior written permission of Seller. The
rights and remedies of Seller herein will be cumulative and additional to any
other or further rights and remedies provided in law or equity. Waiver by
Seller of Purchaser’s performance, or inaction with respect to Purchaser’s
breach of any provision of this Document, or failure of Seller to enforce any
provision of this Document (including, without limitation, the imposition of
any finance charge), will not be deemed a waiver of future compliance
therewith or a course of performance modifying such provision, and such
provision will remain in full force and effect as written.

IN ALL CASES CLERICAL ERRORS ARE SUBJECT TO CORRECTION

Download Standard Terms and Conditions of Sale of Goods Here

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