STANDARD TERMS AND CONDITIONS OF SALES
OF P.T.S.
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.