Altech Corp.® l 35 Royal Road l Flemington, NJ 08822-6000 l Phone (908)806-9400 l FAX (908)806-9490 l www.altechcorp.com
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TITLE - Title to the products of ALTECH shall remain with ALTECH until
payment is made in full by Customer. Such reservation of title is for the
purpose of securing the purchase price and shall not relieve Customer of the
duty to inspect the products upon receipt, to notify ALTECH of any
deficiencies or defects, and to exercise due care in the use, installation,
operation, and maintenance of the products when on the premise of the
Customer or under the control of the Customer. Notwithstanding any
reservation of title by ALTECH, risk of loss shall pass to customer at any time
of shipment.
SHIPMENT AND DELIVERY - All orders for destination in the mainland
United States (less Hawaii, Alaska and non-continental United States
possessions) will be shipped F.O.B. Flemington, N.J. All destination, shipping
and other charges shall be paid by the Customer in accordance with
ALTECH’s then current shipping and billing practices.
Delivery dates given in the acceptance of any order are approximate.
ALTECH shall not be liable for delays in delivery or in performance due to
causes beyond its reasonable control including acts of God, acts of
Customer, acts of civil or military authority, fires, strikes or other labor
disturbances, war, riot or delays in transportation. In the event of such delay,
the date of delivery or performance shall be extended for a period equal to
the time lost by reason of the delay.
PRICE - PRICES in any ALTECH publication are subject to change
without prior notification. Catalog prices are based on prices published in the
current price list. All written quotations are valid for thirty (30) days from the
date of quotation. Customer shall pay all sales, use, excise or similar taxes
whenever ALTECH must itself pay and/or collect such tax from Customer
arising out of the sale.
PAYMENT - Customer agrees to make payment within thirty (30) days of
date of the invoice from ALTECH. Customer agrees to pay a late payment
charge of one and one-half percent (1.5% per month, or the maximum late
payment charge permitted by applicable law, whichever is less, on any
unpaid amount for each calendar month (or fraction thereof) that such
payment is in default. Orders amounting to less than $100.00 will be billed at
$100.00 plus freight. Full carton purchases are required. In the event of
referral to an attorney for collection, reasonable attorney’s fees for collection
of the overdue amount shall be paid by Customer. In the event payment is
not received within 30 days from the date of invoice, any discount shall be
cancelled and the full list price will be due.
LIMITED WARRANTY - ALTECH warrants to Customer that the
equipment purchases shall be free from defects in material and workmanship
under normal use and service for a period of one year from shipment.
Written notice as an explanation of the circumstances of any claim that
the equipment has proved defective in material or workmanship shall be
given promptly by the Customer to ALTECH.
ALTECH will not be liable for any misuse, improper operations, improper
installation, improper maintenance, alteration, modification, accident or
unusual degradation of the equipment or parts due to an unsuitable
installation environment.
No representation of other affirmation of facts, including but not limited to
statements regarding capacity, suitability for use or performance of the
equipment, shall be or be deemed to be a warranty or representation by
ALTECH for any purpose, nor give rise to any liability or obligation of ALTECH
whatsoever.
Customer’s sole and exclusive remedy in the event of breach of warranty,
as set forth herein, is expressly limited to (1) the correction of the defect by
adjustment, repair, modification, or replacement, or (2) issuance of a credit or
refund of the purchase price for the defective equipment at ALTECH’s
election and sole expense.
EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT,
THERE ARE NO OTHER WARRANTIES EXPRESSED OR IMPLIED
INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
THIS WARRANTY EXTENDS ONLY TO THE CUSTOMER FROM
ALTECH OR ITS AUTHORIZED DISTRIBUTOR.
LIMITATION OF LIABILITY - IN NO EVENT, SHALL ALTECH BE
LIABLE FOR LOSS OF PROFITS, INDIRECT, SPECIAL,
CONSEQUENTIAL OR OTHER SIMILAR DAMAGES ARISING OUT OF
ANY BREACH OF THIS AGREEMENT OR OBLIGATIONS UNDER THE
AGREEMENT.
ALTECH SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY
DELAY IN SHIPMENT, INSTALLATION OR FURNISHING OF EQUIPMENT
OR SERVICES UNDER THIS AGREEMENT.
No action arising out of any claimed breach of this Agreement may be
brought by either party more than two (2) years after the cause of action has
accrued.
PATENT INDEMNITY - ALTECH shall defend or settle any suit or
proceeding brought against Customer based on a claim that any equipment
made to ALTECH design and furnished hereunder constitutes an
infringement of any existing United States patent, provided (ALTECH) is
notified promptly in writing and is given complete authorization and
information required for the defense, and ALTECH shall pay all damages and
costs awarded against Customer, but shall not be responsible for any costs,
expense or compromise incurred or made by Customer without ALTECH’s
prior written consent. If any equipment is in ALTECH’s opinion likely to or
does become the subject of a claim for patent infringement, ALTECH may at
its option and expense procure for Customer the right to continue using the
device, modify it to become non-infringing, but in the event ALTECH is not
reasonably able to modify, substitute, or otherwise procure for Customer the
right to continue using it, ALTECH will remove such equipment and refund to
Customer the amount paid in excess of a reasonable rental for past use.
ALTECH shall not be liable for any infringement or claim based upon use
of the equipment in combination with other equipment not supplied by
ALTECH or with modifications made by Customer.
The foregoing states the entire liability of ALTECH to Customer arising
from patent infringement.
SELLER’S REMEDIES - Should Customer fail to make any payment
within ten (10) days of its due date, or fail to perform any other of the
Customer’s obligation hereunder upon thirty (30) days written notice, or
should Customer be or become insolvent or be a party to any bankruptcy
receivership proceeding prior to full payment of all amounts payable
hereunder, ALTECH may: (a) with or without demand or notice to customer
declare the entire amount unpaid immediately due and payable; (b) enter
upon the premises where the equipment may be found and remove it
(Customer shall assemble the equipment and make it available to ALTECH
at a place reasonably convenient to both parties and shall permit and assist
ALTECH in effecting the retaking and removal of the equipment); and (c) sell
any or all the equipment as permitted under applicable law, applying the
proceeds of the sale to payment of the expenses of retaking, repairing and
selling the equipment, reasonable attorney fees and to the satisfaction of all
indebtedness then due and unpaid under this Agreement. Any surplus shall
be paid to Customer and any deficiency shall be paid to ALTECH by
Customer.
The remedies provided herein shall be cumulative and in addition to all
other remedies provided by law or equity or under the Uniform Commercial
Code.
GOVERNING LAW - This agreement will be governed by the Laws of the
State of New Jersey.
GENERAL - This Agreement shall only become effective and binding
when either (a) it has been accepted and executed by an authorized
representative of ALTECH, or (b) the equipment has been shipped to
Customer, with or without acceptance in writing hereon. Notice of acceptance
is hereby waived by Customer. Customer hereby acknowledges receipt of a
true and complete copy hereof.
No addition to or modification of any of the Terms and Conditions of Sale
as they appear herein shall be binding uponALTECH unless signed in writing
by duly authorized representative of ALTECH in Flemington, N.J.
Typographical and clerical errors in quotations, orders and
acknowledgments are subject to correction.
This Agreement is not assignable without the prior written consent of
ALTECH. Any attempt to assign any of the rights, duties or obligations of this
Agreement without such consent is void.
If any provision or provisions of this Agreement shall be held to be invalid,
illegal or unenforceable, the validity, legality and enforceability, of the
remaining provisions shall not in any way be affected or impaired thereby.
ALTECH is not responsible for failure to fulfill its obligation under this
Agreement due to causes beyond its control, or except as agreed herein.
THE CUSTOMER ACKNOWLEDGES THAT HE HAS READ THE
AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS
TERMS AND CONDITIONS. FURTHERMORE, THE CUSTOMER
AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF
THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES
ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN,
EXPRESSED OR IMPLIED, AND ALL OTHER COMMUNICATIONS
BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF
THIS AGREEMENT.
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