Altech Corp.® • 35 Royal Road • Flemington, NJ 08822-6000 • Phone (908)806-9400 • FAX (908)806-9490 • 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 ALTECHʼs 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 attorneyʼs
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.
Customerʼs 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 ALTECHʼs 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 ALTECHʼs prior written consent. If any
equipment is in ALTECHʼs 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.
SELLERʼS REMEDIES - Should Customer fail to make any payment
within ten (10) days of its due date, or fail to perform any other of the
Customerʼs 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 upon ALTECH 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.
STANDARD TERMS AND CONDITIONS OF SALE