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| IF YOUR ORDER HAS NOT BEEN PREVIOUSLY ACKNOWLEDGED, THIS SHALL CONSTITUTE AN ACKNOWLEDGMENT AND THE FOLLOWING CONDITIONS APPLY |
CONDITIONS
S&C-US-SO (06/06) |
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1. Acceptance of Buyer's order is expressly made conditional on assent to the terms and conditions set forth herein and on attachment(s) hereto and they shall constitute the complete agreement between the parties. These terms and conditions may not be varied, or Buyer's order terminated in any manner, unless by a written agreement with legal consideration subsequently signed by an authorized official of Saia-Burgess Inc., or Saia-Burgess USA Inc. (also referred to herein as "Company"). Other representatives of the Company are not authorized to vary the conditions herein set forth. Failure to specifically dissent to these terms and conditions within a reasonable time or Buyer's acceptance of any goods covered by this acknowledgment shall constitute acceptance of said terms and conditions and they shall be controlling in every case. |
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2. Unless stated to the contrary on the face hereof, all goods furnished hereunder will be shipped F.O.B. point of shipment, and title in and the right of possession to such goods pass to the Buyer upon the Company's delivery to carrier at point of shipment. |
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3. Unless stated to the contrary on the face hereof, prices on the goods covered by this acknowledgment are firm for thirty (30) days from date of this acknowledgment. Any goods which the Buyer requires to be shipped subsequent to thirty (30) days from said date are subject to price changes made from date of acknowledgment to date of shipment. |
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4. Tooling, set-up, fitting-up, drawings, design information and partial preparation charges when invoiced cover only part of the cost thereof to the Company. The Buyer does not acquire any right, title or interest in any tooling, set-up, fitting-up, drawings, design information or invention resulting therefrom. |
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5. All partial preparation charges shall be due within thirty (30) days of first article approval. Acceptance/rejection of first article must be made immediately but in no event later than thirty days after date of first article shipment, and such acceptance/rejection shall be based solely on the parts meeting the specifications contained in the Company's drawing for said part. Failure of the Buyer to submit in writing a rejection of first article within thirty (30) days after shipment shall be an admission by Buyer and conclusive proof that such goods are accepted. |
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6. All shipping dates are tentative. The Company will not be responsible for delays or nonperformance, directly or indirectly, caused by governmental regulations or requirements, acts of God, unavailability of materials, work stoppages, slowdowns, boycotts, and other causes (whether or not similar in nature to any of these hereinbefore specified) beyond the Company's reasonable control. |
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7. This Company's extensive line of goods requires close coordination of the Buyer's requirements with the Company's production schedules to avoid possible delays in shipment. Accordingly, the Company reserves the right to ship approximately fourteen (14) days in advance of shipping date. |
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8. The Company warrants that the goods delivered hereunder shall be free from defects in material, workmanship and fabrication. The WARRANTY shall extend for a period of (a) one (1) year after date of delivery of such goods to Buyer or (b) that period specified otherwise on the front of this document (the greater of such periods (a) or (b) hereinbefore to be known as "Warranty Period"). THE COMPANY MAKES NO WARRANTY EXPRESS, IMPLIED, (INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR INTENDED PURPOSE), OR STATUTORY, OTHER THAN THE FOREGOING EXPRESS WARRANTY. Failure of Buyer to submit any claim hereunder within the Warranty Period after receipt of such goods shall be an admission by Buyer and conclusive proof that such articles are in every respect as warranted and shall release the Company from any and all claims for damage or loss sustained by Buyer. In the event Buyer submits a claim for breach of warranty within the required Warranty Period, the parties agree that Buyer's sole and exclusive remedy shall be the repair or replacement of such defective goods or a refund of the price of the defective goods. In no event shall the Company be liable for incidental or consequential damages or special, indirect or incidental damages arising out of, or as the result of, the sale, delivery, non-delivery, use of loss of use of goods or any part thereof, even though the Company has been negligent. This warranty is not intended to cover consumer products as defined in the Magnuson-Moss Warranty-Federal Trade Commission Improvement Act 15 U.S.C. Sections 2301-12. Goods delivered hereunder are not designed, intended, or authorized for use as components in systems intended for surgical implant into the body, or other applications intended to support or sustain life, or for any other application in which the failure of the Company product could create a situation where personal injury or death may occur. Should Buyer purchase or use Company goods for any such unintended or authorized application, Buyer shall indemnify and hold Company and its officers, employees subsidiaries, agents, and affiliates harmless against all claims, costs, damages, and expenses, and reasonable attorney fees arising out of, directly or indirectly, any claim of personal injury or death associated with such unintended or unauthorized use, even if such claim alleges that Company was negligent regarding the design or manufacture of the goods. Any lawsuit or other action based upon breach of this contract or upon any other claim arising out of this sale (other than an action by the Company for any amount due to Company by Buyer) must be commenced within one (1) year from the date of the tender or delivery by the Company. |
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9. The Company agrees to indemnify and save Buyer harmless from third party claims by reason of known infringement of any patent, trademark or copyright relating to goods furnished hereunder. |
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10. Orders accepted by the Company cannot by countermanded or shipments deferred or goods returned except with authorization from the Company and the Company accepts no responsibility for goods returned without such authorization. When return of material is authorized by the Company, shipping charges on said returned material are to be prepaid F.O.B. Destination unless otherwise noted by the Company in its authorization to return. The Company shall not issue credit on any product which has been altered or defected in any way or upon which additional operations have been performed. |
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11. Contracts or orders are not subject to cancellation, change, reduction in amount, or suspension of deliveries except with the Company's consent and upon terms which indemnify it against loss; in the event Buyer cancels any order or portion thereof or fails to meet any obligation hereunder causing cancellation or rescheduling of any order or portion thereof or requests a rescheduling of scheduled shipments and such request is accepted by the Company, Buyer agrees to pay, at the Company's option, cancellation or reschedule charges as follows:
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- a. Any and all partial preparation charges then due or which may become due.
- b. Sixty (60) to ninety (90) days prior to scheduled delivery, Buyer pays for all unique component parts at fair market value.
- c. Forty-five (45) to sixty (60) days prior to scheduled delivery, Buyer pays for all unique component parts and work in process at fair market value.
- d. Zero (0) to forty-five (45) days prior to scheduled delivery, Buyer cannot cancel or reschedule and will be shipped and billed to prior scheduled delivery.
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In the event that the Buyer does not accept shipment on the total purchase quantity within twelve (12) months after receipt by the Company of Buyer's order, the Company reserves the right to: |
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- a. Adjust unit price applicable to this shipped quantity and to bill the Buyer for the accumulated differences.
- b. Charge cancellation or rescheduling fees.
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12. Factory service by personnel from the United Sates for loaned or purchased items, if required, is available at a charge. Contact the Company for applicable fees. Spare and replacement parts for the goods, can be purchased from the Company. |
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13. The Company shall have the right to suspend or cancel this agreement at any time upon Buyer making an assignment for the benefit of creditors; or becoming bankrupt or insolvent; or upon a petition being filed in a court of competent jurisdiction proposing the appointment of a receiver; or in the event that the Buyer be adjudicated bankrupt or insolvent or reorganized under the provisions of any applicable bankruptcy or insolvency act. |
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14. The Company represents that with respect to the production of the goods and/or the performance of the services stated herein, it has fully complied with all the applicable provisions of the Fair Labor Standards Act of 1938, as amended, including Sections 6, 7 and 12, regulations under section 14, and all other applicable administrative Regulations. |
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15. In connection with performance of work hereunder, the Company agrees to comply with all provisions, including specifically paragraphs (1) through (7), of Sec. 202, of Executive Order No. 11246 of September 12, 1965 as amended, and rules, regulations and orders pertaining thereto. |
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16. In addition to the rights and remedies reserved herein, the Company shall have all rights and remedies conferred by law and shall not be required to proceed with performance of the contract arising herefrom, if Buyer is in default to the Company under this or any other contract. |
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17. The Company disclaims any liability for damages for delays in delivery or non-delivery of goods ordered caused in whole or in part by shortages or unavailability of energy and/or materials or supplies unless other arrangements in writing have been made with the Company covering the goods ordered. |
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18. Unless specifically noted hereon, qualification tests and any test data are not included in the selling price. Qualification tests may be performed by the Company and test data supplied at the specific request and expense of the Buyer. |
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19. Unless otherwise specifically noted on the front of this document, payment terms are Net 30 Days. All payments received beyond the stipulated payment terms will incur interest at the rate of 1.5% per month. If Company shall at any time doubt Buyer's financial responsibility, Company may demand adequate assurance of due performance or decline to make any further shipments except upon receipt of cash payment in advance or security. If Company demands adequate assurance of due performance and the same is not forthcoming within ten (10) days after the date of Company's demand, Company may, at its option, (i) continue to defer further shipments under this order and/or any other order from Buyer which has been accepted by Company until adequate assurance is received, or (ii) cancel this order and/or other orders from Buyer which have been accepted by Company and recover damages. If Buyer fails in any way to fulfill the terms and conditions herein, Company may defer further shipments until such default is corrected or cancel this order and recover damages. Company shall have a security interest in, and lien upon, any property of Buyer in Company's possession as security for the payment of any amounts owing to Company by Buyer. |
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20. Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other except that Company shall have the right to assign to any company with which it is affiliated or to any corporation into which it shall be merged, with which it shall be consolidated, or by which it, or all or substantially all of its assets, shall be acquired. |
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21. In the event that any portion hereof shall violate any applicable statute, ordinance, or rule of law, such provision shall be ineffective to the extent of such violation without invalidating any other provision hereof. This document and the sale of all goods shall be governed by and construed in accordance with the laws of the State of Virginia. |
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22. The products produced by The Company are typically designed by The Company. As such, the Company reserves the right to make design changes and to authorize concessions for all catalog and standard designs without customer notification. Customer approval will be sought on other special, customer-specific designs when the change or concessions affects a form, fit or function characteristic. When a customer contract provides for customer control of the design but also allows the sub-contractor to request MRB authority from the customer, this statement is to be considered as a formal request for such authority. |
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23. Ledex" and Dormeyer" catalog solenoid products produced after April 1, 2006 are RoHS compliant. Requests for customer special RoHS designs are handled on a case-by-case basis. If an existing solenoid design must undergo a change process to become RoHS compliant, and if this results in obsolete inventory, the customer will be charged for this obsolescence. Most Saia-Burgess switch and motor products are also RoHS compliant but customers need to verify specific part numbers with Saia-Burgess Inc. |
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24. Saia-Burgess reserves the right to pass raw material and / or energy surcharges on to customers in times of unusual escalation in these material / energy costs. |
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