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 de-
ficiencies or defects, and to exercise due care in the use, installation, op-
eration, and maintenance of the products when on the premise of the
Customer or under the control of the Customer. Notwithstanding any reser-
vation 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 pos-
sessions) will be shipped F.O.B. Flemington, N.J. All destination, shipping
and other charges shall be paid by the Customer in accordance with AL-
TECH’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 Cus-
tomer, acts of civil or military authority, fires, strikes or other labor distur-
bances, 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 Cus-
tomer 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 pay-
ment charge of one and one-half percent (1.5% per month, or the maxi-
mum 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 dis-
count shall be cancelled and the full list price will be due.
LIMITED WARRANTY - ALTECH warrants to Customer that the equip-
ment 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, im-
proper installation, improper maintenance, alteration, modification, acci-
dent or unusual degradation of the equipment or parts due to an unsuitable
installation environment.
No representation of other affirmation of facts, including but not lim-
ited 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 AL-
TECH whatsoever.
Customer’s sole and exclusive remedy in the event of breach of war-
ranty, as set forth herein, is expressly limited to (1) the correction of the de-
fect by adjustment, repair, modification, or replacement, or (2) issuance of
a credit or refund of the purchase price for the defective equipment at AL-
TECH’s election and sole expense.
EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT,
THERE ARE NO OTHER WARRANTIES EXPRESSED OR IMPLIED IN-
CLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
THIS WARRANTY EXTENDS ONLY TO THE CUSTOMER FROM AL-
TECH OR ITS AUTHORIZED DISTRIBUTOR.
LIMITATION OF LIABILITY - IN NO EVENT, SHALL ALTECH BE LI-
ABLE FOR LOSS OF PROFITS, INDIRECT, SPECIAL, CONSEQUEN-
TIAL 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 EQUIP-
MENT 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 pro-
ceeding brought against Customer based on a claim that any equipment
made to ALTECH design and furnished hereunder constitutes an in-
fringement of any existing United States patent, provided (ALTECH) is no-
tified 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 AL-
TECH’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, AL-
TECH 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 Cus-
tomer’s obligation hereunder upon thirty (30) days written notice, or should
Customer be or become insolvent or be a party to any bankruptcy re-
ceivership proceeding prior to full payment of all amounts payable here-
under, 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 (Cus-
tomer 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 satisfac-
tion of all indebtedness then due and unpaid under this Agreement. Any
surplus shall be paid to Customer and any deficiency shall be paid to AL-
TECH 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 Commer-
cial 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 rep-
resentative of ALTECH, or (b) the equipment has been shipped to Cus-
tomer, 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 acknowl-
edgments 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 in-
valid, 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 SUPER-
SEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRIT-
TEN, EXPRESSED OR IMPLIED, AND ALL OTHER COMMUNICATIONS
BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF
THIS AGREEMENT.
STANDARD TERMS AND CONDITIONS OF SALE
Altech Corp.®• 35 Royal Road • Flemington, NJ 08822-6000 • Phone (908)806-9400 • FAX (908)806-9490 • www.altechcorp.com
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