STANDARD
TERMS AND CONDITIONS OF SALES OF P.T.S.
Revised 01/01/2008
1.(a) GENERAL:
Any sale of products by Power True Systems Corp. is governed
exclusively by these Standard Terms and Conditions of Sales
( hereinafter called
"Standard Terms" ) which, unless otherwise agreed by Seller in writing,
shall be a part of the sales contract
and shall supersede any inconsistent terms
on Buyer's purchase order or subsequent releases for this product.
1.(b) All orders placed with Seller must be in the
form of a written purchase order.
A binding sales contract will only result when
Seller accepts Buyer's order at Seller's office in Tampa, FL which will in
all cases
be understood to contain these conditions and terms of sales.
1.(c) Any modification or variation of these
Standard Terms must be conditional upon the written approval of Seller.
2.
UPDATING
OF MODELS:
Seller reserves the right to change the design and/or
the specifications of the standard products already ordered by Buyer and
accepted by Seller, and Seller may ship the modified products to Buyer without
prior notice.
Seller also reserves the right to
discontinue the manufacture or supply of any particular product without prior
notice to Buyer.
3.(a)
WARRANTY:
Seller warrants to Buyer that each product supplied by it is of good workmanship
and free from any inherent mechanical defects
for one year, provided that it is
installed and operated in accordance with Seller's instructions ( and subject
always to such
instructions), in accordance with generally accepted industrial
practices, and further provided that the product is used under
normal conditions
for which it is designed and that it receives due and proper care, protection
and maintenance under the
supervision of competent personnel.
3.(b)
This warranty is governed by the provisions
of the applicable Seller's published warranty certificate, a copy of which is
shipped
with the product.
3.(c) All other guarantees, warranties, conditions
of representations, either expressed or implied, whether arising under statute,
common law, commercial usage or otherwise, including implied warranties of
merchantability and fitness for a particular purpose,
are excluded.
3.(d)
Under no circumstances whatsoever shall
seller be liable to any person or firm or corporation for any special, indirect,
or
consequential damages, whether for breach of contract, negligence,
misrepresentation or otherwise, and whether resulting in lost
profits, loss of
interest in money borrowed or invested, impairment of goods, work stoppage, or
otherwise, in any way arising out
of any transactions to which these standard terms apply.
4.
DRAWINGS:
All illustrations, drawings, etc., issued by Seller or contained
in seller’s catalogues, price lists advertisements or any other
publications
must be regarded by Seller are stated in good faith as being approximately
correct but no responsibility can be
accepted for their accuracy.
5.(a) SHIPMENT,
DELIVERY AND FORCE MAJEURE:
Shipment and delivery dates are quoted in
good faith and are approximate.
Delay in delivery or shipment shall not
give Buyer the right to cancel any order.
Seller shall not be liable to pay any
penalty for delay or failure to ship nor shall be bound by any provision for the
payment of a
penalty of any nature unless it has expressly consented to such
penalty provision in writing.
5.(b)
In no event shall Seller be liable for any
consequential damages caused by delay or failure to deliver or ship due
especially but not
exclusively to force majeure and other causes beyond its
reasonable control.
The term force majeure shall include
but not be limited to war, blockade, civil disturbances, strikes and lockouts,
labor shortages,
fire and other casualties, accidents, governmental acts
( including regulation covering export and import licensing and currency
exchange), material shortages and delays in obtaining materials equipment or
transportation in case of non-delivery or failure to
timely
delivery. Seller’s obligation shall be limited to the refund of any advance
payment, which may theretofore have been made
by Buyer.
6.(a) PRICES:
Unless otherwise provided on the face of Seller's relevant form or
specified otherwise in writing by Seller, quotations and offers by
Seller are F.O.B. Seller's manufacturing plant or warehouse and are firm as to the price
for thirty (25) days from the date the
quotations or offers which are sent by
Seller.
After the expiration of the initial
thirty (25) day period, the applicable prices are those in effect at the time of
order.
Any reference to F.O.B. or other
delivery terms shall, unless otherwise provided herein, have the same meaning as
that ascribed
by the International Chamber of Commerce in its current edition of
INCOTERMS.
6.(b) Errors and omissions, whether obvious or not, in any element of a quotation are subject to correction by
Seller.
7.(a) TERMS
OF PAYMENT:
Payment shall be made and is due upon receipt of our
shipping advise by T/T ( Teller Transfer Bank ) or Buyer’s Company’s
Official Check in USD or by Credit
Cards.
Payment at net 30 days is only for qualify customers and with approval .
The failure by Buyer to pay at the agreed time and place after 65 days
constitutes a waiver of all his rights under the contract
including product
warranty.
When an account becomes due, according to its terms, interest at the
rate of 18% per year will be charged and accrued to the
outstanding invoice(s)
until paid.
7.(b) All products sold by Seller are shipped F.O.B. its
manufacturing plant, warehouse and/or sales office.
7.(c) All taxes, fees, costs and other charges connected with
shipment, transportation, insurance and importation of the products, are
the
responsibility of Buyer, and, if paid by Seller, such expenses may be recovered
by Seller from Buyer.
8.
RISK
OF LOSS:
Unless expressly provided for on a basis independent of that
set forth above for passage of title, risk of loss or damage to the
products
shall pass from Seller to Buyer upon delivery thereof to Buyer or his
representative or to a carrier for shipment to Buyer,
as the case may be, F.O.B.
at Seller's manufacturing plant or warehouse.
We
strongly suggest that all shipment be insured for full value.
In the event of any insurance claim, all invoices must be paid
in
full
before any insurance claim can be processed.
9.
ENTIRE
AGREEMENT:
The terms and conditions set forth herein constitute the
final, complete and exclusive agreement between the parties as to the
subject
matter thereof.
This Agreement may not be amended
except in writing and signed by the authorized representatives of both parties.
10.(a)CANCELLATION
CHARGES:
If Buyer refuses delivery of mutually agreed upon scheduled
products, especially if specifically customized for his usage, Buyer
shall incur
cancellation charges as invoiced by Seller at Seller's option as follows :
(1)
The full agreed price for the products completed; or loss of
profits.
(2)
Seller's full cost plus overhead, plus 25% for all products actually in
process or scheduled for completion less than 30 days
after the date Seller
receives notice of Buyer's refusal; or
(3)
Seller's full cost plus 25% for any raw materials or supplies purchased
or contracted for by Seller or Buyer's order as of the
date Seller receives
notice of Buyer's refusal.
10.(b)Modified standard products or
custom products are not subject to cancellation.
11.
GOVERNING LAW:
Validity and interpretation of all documents
relating to this sale and rights and duties of the parties hereto, shall be
governed by the
laws of the State of Florida, USA.
12.(a)MISCELLANEOUS:
All provisions of this contract are
essentially integral and correlated, therefore, failure on the part of Buyer to
fulfill any of his
obligations under this contract shall constitute a default of
the contract and Buyer shall be liable as a defaulter.
12.(b)Failure on the part of Seller to
enforce any of the rights derived from this contract shall never be construed as
a waiver of any of
its rights.
12.(c)Declaration of nullity of one or
more of the clauses on this contract by any legal
authority shall not affect the validity of the
other
clauses, which for
this purpose are considered severable.
13.
ATTORNEYS' FEES.
If Purchaser fails to pay any
amounts due hereunder or otherwise breaches this Proposal For Contract and the
Company has to
enforce its rights hereunder, whether or not through litigation,
the Company shall be entitled to be reimbursed by Purchaser for all
costs and
expenses incurred relating to the collection or breach, including all attorneys'
fees.
PTS-Tech, Power True Systems Corp.
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