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NOTE: The following Conditions of Sale
are subject to change. All transactions for products sold by Spectrum
Controls are subject to the latest published Conditions of Sale of
Spectrum Controls and to any Special Conditions of Sale, which may be
contained in applicable Spectrum Controls quotations and
acknowledgements.
1.
ACCEPTANCE, GOVERNING PROVISIONS AND
CANCELLATIONS
No order for
Spectrum Controls equipment or services shall be binding upon Spectrum
Controls until accepted in writing by an authorized representative of
Spectrum Controls or by shipment or other performance of such order.
Any such order shall be subject to these Conditions of Sale and
acceptance shall be expressly conditioned on assent to such Conditions.
This assent shall be deemed given unless purchaser shall expressly
notify Spectrum Controls to the contrary prior to any shipment or other
performance of an order by Spectrum Controls and, in any event, within
five (5) days after receipt of any acknowledgement or confirmation of
such order.
No order accepted by Spectrum Controls may
be altered or modified by purchaser unless agreed to in writing by an
authorized representative of Spectrum Controls. No such order may be
canceled or terminated except upon payment of Spectrum’s loss, damage or
expense arising from such cancellation or termination.
No modified or other conditions will be
recognized by Spectrum Controls unless specifically agreed to in
writing. Failure of Spectrum Controls to object to provisions contained
in any purchase order or other communication from purchaser (including
without limitation, penalty clauses of any kind) shall not be construed
as a waiver of these Conditions nor an acceptance of any such
provisions.
Any contract for sale and these Conditions
shall be governed by and construed according to the laws of the State of
Washington. All references to dollars in these Conditions of Sale shall
mean U.S. dollars.
2.
QUOTATIONS AND PRICES
Written quotations are conditioned upon
acceptance by purchaser within thirty (30) days from date issued and
shall be considered as offers by Spectrum Controls to sell during such
thirty (30) day period unless sooner terminated by notice. Other
Spectrum Controls publications maintained as sources of general
information are not quotations or offers to sell.
All prices are subject to change without
notice. In the event of a net price change and unless otherwise agreed
to in writing, prices for orders scheduled for immediate release shall
be those in effect at time of order entry. Orders not for immediate
shipment will be subject to prices in effect on date of shipment.
Spectrum Controls reserves the right to
require US $100.00 Minimum Value Orders and US $50.00 Expedited Order
Charges. These charges will be in force at all times unless
specifically waived in writing by an authorized representative of
Spectrum Controls
All clerical errors are subject to the
interpretation of Spectrum Controls and subsequent correction.
3.
PAYMENT TERMS
Net 30 days are standard terms and shall
apply to all invoices. Any variation will be clearly stated in
quotations or on the specific price sheets for the product involved.
Spectrum Controls reserves the right at
any time to demand full or partial payment before proceeding with a
contract of sale if, in its judgment, the financial condition of
purchaser shall not justify the terms of payment specified. If delivery
is delayed or deferred by purchaser beyond the scheduled date, payment
shall be in full when Spectrum Controls is prepared to ship and the
equipment may be stored at the risk and expense of purchaser. If
purchaser defaults when any payment is due, then the whole contract
shall become due and payable upon demand, or Spectrum Controls, at its
option, without prejudice to other lawful remedies, may defer delivery
or cancel the contract for sale.
4.
TAXES AND OTHER CHARGES
Any manufacturer’s
tax, retailer’s occupation tax, use tax, sales tax, excise tax (except
the Federal excise tax on vehicles), duty, custom, inspection or testing
fee, or other tax, fee or charge of any nature whatsoever, imposed by
any governmental authority, on or measured by any transaction between
Spectrum Controls and purchaser, shall be paid by purchaser. This will
be in addition to the prices quoted or invoiced. In the event Spectrum
Controls shall be required to pay any such tax, fee or charge, purchaser
shall reimburse Spectrum Controls therefore. Otherwise, in lieu of such
payment, purchaser shall provide Spectrum Controls at the time of order
is submitted with an exemptions certificate or other reclamation
document acceptable to the authority imposing the same. Purchase orders
must state the purchaser’s awareness of the existence and amount of any
such tax, fee or charge, which it shall be Spectrum Controls
responsibility to collect from purchaser and pay.
5.
DELIVERY
Delivery of product or equipment to a
common carrier at any Spectrum Controls shipping point shall constitute
delivery to purchaser (F.O.B. Factory). Regardless of freight payment,
title and all risk of loss or damage in transit shall pass to purchaser
at that time.
Care is taken in packing Spectrum Controls
product and equipment. Spectrum Controls cannot be held responsible for
breakage or damage after having received “in good order” receipts from
the transportation company. All claims for loss and damage must be made
by the purchaser to the carrier.
Claims for shortages or other errors must
be made to Spectrum Controls within fourteen (14) calendar days after
receipt of shipment. Failure to give such notice shall constitute
unqualified acceptance and a waiver of all such claims by purchaser.
Except as otherwise may be stated in
quotations, price sheets, catalogs, or other Spectrum Controls
publications, freight charges will be prepaid and added to the
purchaser’s invoice based on point of original shipment. No allowance
will be made in lieu of freight charges if purchaser accepts product or
equipment at a Spectrum Controls shipping point.
Method and route of shipment will be at
the discretion of Spectrum Controls unless purchaser shall specify
otherwise.
Spectrum Controls reserves the right to
make delivery in installments, unless otherwise expressly stipulated in
the contract for sale. All such installments when separately invoiced
shall be paid for when due per invoice, without regard to subsequent
deliveries. Delay in delivery of any installment shall not relieve
purchaser of its obligations to accept remaining deliveries. Spectrum
Controls shall not be liable for any damage as a result of any delay due
to Spectrum Controls, or any cause beyond Spectrum Controls reasonable
control including and without limitation, an act of God; act of
purchaser or Spectrum Controls supplier; embargo or other governmental
act; regulation or request; fire; accident; strike; slowdown; war; riot;
delay in transportation and inability to obtain necessary labor,
materials or manufacturing facilities. In the event of any such delay,
the date of delivery shall be extended for a period equal to the time
lost by reason of the delay.
6.
SUBSTITUTES
Spectrum Controls may furnish suitable
substitutes for material unobtainable because of priorities or
regulations established by governmental authority or non-availability of
materials from suppliers. In addition, Spectrum Controls assumes no
liability for deviation from published dimensions and descriptive
information not essential to proper performance of the product.
7.
WARRANTY
Unless otherwise stated in writing by an
authorized representative of Spectrum Controls, all products and
equipment manufactured by it are warranted to be free of defects in
materials and workmanship for one (1) year. If within the applicable
warranty period purchaser discovers such item was not as warranted and
promptly notifies Spectrum Controls in writing, Spectrum Controls shall
repair or replace the item at the company’s option. The warranty shall
not apply (a) to equipment not manufactured by Spectrum Controls, (b) to
equipment which has been repaired or altered by others than Spectrum
Controls, (c) to equipment which has been subject to negligence,
accident or damage by circumstances beyond Spectrum Controls control,
(d) to equipment subject to improper operation, maintenance, storage or
to other than normal use or service. The foregoing warranties do not
cover reimbursement for labor, transportation, removal, installation or
other expenses, which may be incurred in connection with repair or
replacement.
8.
LIMITATION OF LIABILITY
Anything to the contrary herein contained
notwithstanding, Spectrum Controls, its contractors and suppliers of any
tier shall not be liable in contract, in tort (including negligence or
strict liability) or otherwise for any special, indirect, incidental or
consequential damages whatsoever. The remedies of the purchaser set
forth herein are exclusive where so stated and the total cumulative
liability as stated above shall not exceed the price of the product or
part on which such liability is based.
9.
RETURN OF PRODUCT OR EQUIPMENT
No product or equipment may be returned
without first obtaining Spectrum Controls written Return Material
Authorization. Any and all product or equipment to be returned to
Spectrum Controls is subject to the terms and conditions of Spectrum
Controls Return Material Policy. This policy can be obtained by
contacting Spectrum Controls Repair Center or Sales Department during
normal business hours U.S. Pacific Time.
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