Terms & Conditions of Sale of Services

Terms of Sale of Services

IN ALL CASES CLERICAL ERRORS ARE SUBJECT TO CORRECTION

Download Standard Terms and Conditions of Sale of Services Here

 

Microcom Corporation

Terms and Conditions of Sale of Service

    

1. DEFINITIONS USED HEREIN - “Document” or “contract” means this
document, including any attached pages and the terms and conditions
contained herein. “Seller”, “us” or “we” means Microcom Corporation or
its affiliate that is the seller of Services and/or Goods to Buyer pursuant to
this Document. “Buyer” or “you” means the buyer of Services and/or
Goods pursuant to this Document. “Services” means the services, including
the goods, equipment, materials, parts and supplies (collectively, “Goods”),
supplied by us to you pursuant to this Document.

2. COMPLETE CONTRACT - This Document contains the complete and
exclusive agreement between you and us regarding the terms of the sale of
the Services (including Goods) by us to you. This Document supersedes
and replaces all previous requests, quotations, orders or agreements
concerning the Services. Any additional or different terms will not become
part of the contract or agreement for the sale of the Services and are hereby
objected to by us without further notice unless made in writing and signed
by an authorized representative of each of Seller and you.

3. PRICES - All prices quoted are estimates only, valid for not more than 30
days, and in US dollars. Total price for Services will be calculated based
on our standard service rates in effect at the time the Services are
performed. Service rates are subject to change at any time without notice.
Our standard conditions for freight charges are prepaid and are added to the
order, unless otherwise specified by us. Any applicable taxes or other
governmental impositions, including but not limited to customs fees, duties
and tariffs, if applicable, which we may be required to pay or collect also
will be added to the price and paid by you unless we receive a valid
exemption certificate. All prices and/or discounts are based on receiving an
order for the quantities specified. Any change in quantity may result in a
change in price and/or discount.

4. DELIVERY AND COMPLETION - Unless otherwise specified, delivery
points shall be the F.O.B. point specified by Seller, but liability for loss or
damage and title (if applicable) shall pass to you upon our delivery of the
Goods to a common carrier for shipment. Lead times, completion and
shipping dates are estimates only and not guaranteed.

5. SHORT, DAMAGED OR DEFECTIVE SERVICES – All claims for
damages, shortages or defects (not due to fault of carrier) shall be filed with
Seller within ten days from date of delivery. Claims arising as a result of
the fault of the carrier will be handled by Seller directly with the carrier.

6. PAYMENT - Unless otherwise agreed by Seller in writing, full cash
payment is due within thirty days after invoice date. Orders are subject to
final approval by Seller's credit department, which may require full or
partial advance payment. If Buyer delays order processing, partial payment
based on the portion of the order completed shall then be paid. Pro rata
payments shall be due as Services are performed. Storage shall be at
Buyer’s risk and charges therefor shall be paid before shipment. If Buyer
does not pay on time, Seller reserves the right to charge Buyer 1 1/2% per
month on the unpaid balance until paid. If any amount remains unpaid and
Seller attempts to collect such amount, Buyer will pay Seller’s costs of
collection, including but not limited to attorneys’ fees and court costs.

7. INTERPRETATION - RESPONSIBILITY - When plans and
specifications are involved, you are responsible to verify our interpretation
of them. When we offer substitutes on any proposal, you are responsible
for their acceptability. If we deliver to you any literature concerning the
Services you are responsible for becoming familiar with it.

8. EXCUSABLE DELAYS - No liability shall result from delay in
performance or non-performance, directly or indirectly caused by
circumstances beyond our control, which include, but are not limited to,
Acts of God, fire, explosion, flood, war, terrorism, epidemics, act of or
authorized by any government, accident, labor trouble or shortage, inability
to obtain material, equipment or transportation or acts or failure to act by
Buyer. Services so affected may be eliminated by Seller from the
transaction without liability, but the transaction shall remain otherwise
unaffected.

9. WARRANTY AND WARRANTY DISCLAIMER - Unless Seller
explicitly provides to Purchaser a separate written warranty document
regarding the Goods, we make no warranty, express or implied, concerning

 

Microcom Corporation

Terms and Conditions of Sale of Goods

    

such Goods. ALL GOODS ARE SOLD AS IS - WITH ALL FAULTS.
Notwithstanding the foregoing, to the extent we are permitted and able, we
will pass on and make available to you any warranties made by the
suppliers and manufacturers of such Goods. In addition, unless otherwise
agreed we warrant our labor and workmanship for a period of 90 days after
substantial completion of the Services. Our obligations under this warranty
are conditioned upon your notifying us of any alleged defect in our labor
and workmanship promptly after discovery and in any event not later than
90 days after substantial completion of the Services, and our satisfaction
upon inspection that the warranty has been breached. In the event of a
breach of this warranty we will correct the defective labor or workmanship
at our expense or, at our discretion, give you a credit in a reasonable amount
on account of the defect but in no event in an amount greater than the paid
price of the Services hereunder.

10. LIMITATIONS OF REMEDIES AND DAMAGES - THE
OBLIGATIONS, LIABILITY AND REMEDIES SET FORTH IN
THE PRECEDING PARAGRAPH RELATING TO THE SERVICES
(INCLUDING GOODS) ARE OUR SOLE OBLIGATIONS AND
LIABILITY AND YOUR EXCLUSIVE REMEDY. WE MAKE NO
OTHER WARRANTY, EXPRESS OR IMPLIED, AND NO
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. YOUR SOLE REMEDY FROM US IN
THE EVENT OF BREACH OF THE ABOVE WARRANTY IS
CORRECTION OF THE LABOR AND WORKMANSHIP OR
CREDIT AS SET FORTH ABOVE. SELLER AND ITS SUPPLIERS
WILL NOT, IN ANY EVENT, BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, CONSEQUENTIAL OR PENAL DAMAGES
INCURRED IN CONNECTION WITH THE SERVICES
(INCLUDING GOODS), WHETHER ANY CLAIM FOR
RECOVERY IS BASED UPON OR ARISES OUT OF THEORIES OF
CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT
LIABILITY) OR OTHERWISE, INCLUDING BUT NOT LIMITED
TO BACK CHARGES; LABOR COSTS; COSTS OF REMOVAL,
REPLACEMENT, TESTING OR INSTALLATION; LOSS OF
EFFICIENCY; LOSS OF PROFITS OR REVENUES; LOSS OF
USE; LATENESS OR DELAYS IN DELIVERY; UNAVAILABILITY
OF SERVICES; COST OF CAPITAL; COST OF SUBSTITUTE
SERVICES OR FACILITIES; DOWNTIME; OR CLAIMS FROM
YOUR CUSTOMERS OR OTHER PARTIES TO YOU OR
DIRECTLY TO US FOR SUCH DAMAGES. IN NO EVENT WILL
OUR LIABILITY TO YOU, YOUR CUSTOMERS OR TO ANY
OTHER PERSON, RELATING TO THIS DOCUMENT, ITS
PERFORMANCE OR NON-PERFORMANCE, EXCEED THE PAID
PRICE HEREUNDER.

11. HAZARDOUS BUSINESS - You assume all risk and liability resulting
from Services delivered hereunder. Unless otherwise agreed to by us in
writing, Goods sold in connection with the Services provided hereunder 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. We
disclaim any and all liability if standard commercial products are used in
any such applications.

12. GOVERNMENT CONTRACTS - If our Services relate to any U.S.
government, state or local government agency, you are responsible to notify
us of all government procurement conditions applicable thereto when you
request our quotation. We will review the conditions and advise you of our
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 us to charge, assess or
receive the full amount or to increase such prices as determined by this
Document, then we shall have the option to (1) continue to perform under
this Document subject to such adjustments in prices that we may deem
necessary to comply with such government action, (2) revise this
Document, subject to your 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.

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13. EQUIPMENT AND UTILITIES - If the Services are to be performed on
your premises you will afford us the necessary utilities and secured space
for the introduction, storage and use of our Goods and equipment during
the performance of the Services.

14. CANCELLATION - Special orders may not be canceled. Other orders may
be canceled subject to a cancellation charge as determined by us.

15. ASSIGNMENT - You may not assign or transfer our contract with you
without our consent, which will not be unreasonably withheld. We may
subcontract all or any part of the Services and/or assign or transfer our
contract with you and our rights and obligations hereunder.

16. APPLICABLE LAW - This Document and any subsequent contract
referred to herein shall be governed by and construed in accordance with
the laws of the State of Ohio. 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
Services or Goods pursuant to this Document.

17. SEVERABILITY - Invalidity of any of the terms provided herein shall not
affect the validity of any other term.

18. WAIVER - Waiver by us of your performance, or inaction with respect to
your breach of any provision of this Document, or failure of us to enforce
any provision of this Document, will not be deemed a waiver of future
compliance herewith 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 Services Here

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