TERMS AND CONDITIONS OF SALE
Applicable to the Products of
U.S. Laser Corporation (USL)
1. ACCEPTANCE OF
ORDERS
On occasions
orders are received which specify terms and conditions which are at
variance with or in addition to the terms and conditions set forth
below. To negotiate
separate terms and conditions with each customer (Customer) would
impair our ability to serve efficiently and deal equally and fairly
with all of our customers. Consequently,
all quotations are made and all contracts and purchase orders for USL
products are accepted on the condition that the terms and conditions
set forth herein shall apply to said quotations, contracts, and
purchase orders and shall supersede any provisions on Customer's
purchase order or their documents accepted by USL which are at variance
with or in addition to these terms and conditions.
Acceptance of
contract or order for a particular product creates no obligation upon
USL to accept further orders for such products.
All contracts and orders are subject to
acceptance by USL at its New Jersey offices and shall be governed by
the laws of said State. In
no event shall USL be liable for collateral, special or consequential
damages.
2. PRICES
Price quotations
expire sixty (60) days from the date of issuance unless otherwise
specified in the quotation. Prices
are net and are not subject to trade or other discounts and do not
include local, state, or Federal sales excise taxes or cost of special
packaging or insurance. Such
taxes and costs, when applicable, will appear as separate charges on
our invoices. Prices
quoted do not include shipping charges unless so stated in quotation.
3.
TRANSPORTATION/TITLE
All products are
packaged in accordance with standard commercial practice for domestic
shipments. Delivery
is F.O.B. USL plant, unless otherwise provided in writing by USL,
Products should be unpacked and inspected by Customer immediately upon
receipt, so that claims for loss, damage, or destruction thereof in
transit may be filed promptly. Where
the F.O.B. point is USL plant, the risk of such loss, damage or
destruction rests with the Customer; and Customer should file claims
required by the transit and insurance carriers.
Where the F.O.B. point is destination,
the risk of loss, damage, or destruction in transit rests with USL,
provided that Customer notifies USL promptly of such damage, loss or
destruction, so that USL may timely prosecute required claims with
transit and insurance carriers. USL
insures shipment at Customer's expense and on Customer's behalf unless
requested in writing not to do so by Customer.
4. DELIVERIES
Every effort is
made to meet delivery schedules. However,
because of the complex nature of product production, delivery dates
represent the best estimate of the time required to make shipment. Any prevention, delay, or
stoppage due to strikes, lockouts, labor disputes, acts of God,
inability to obtain labor or material, government restrictions,
regulations or controls, enemy or hostile governmental actions, civil
commotions, fire or other casualty, and other caused beyond the
reasonable control of USL, shall excuse performance by USL for a period
equal to any such prevention delay or stoppage.
Under such circumstances, in the event
of an inability to perform on the part of USL, Customer shall pay USL
for products delivered which meet the other requirements.
5. TERMS OF
PAYMENT
Unless otherwise
specified on the invoice, the amount billed is due within thirty (30)
days from the invoice date. Partial
shipments will be billed as made, and payments therefore are subject to
these terms of payment. Past
due balance shall be subject to an interest charge of 1½% per month
(18% per annum) but not more than the amount allowed by law.
6. WARRANTY
Subject to the
exceptions and upon the conditions specified below, USL agrees to
correct, either by repair, or at its election, by replacement, any
defects of material or workmanship which develop within one (1) year
after delivery of the products to the original Customer by USL or by an
authorized representative, provided that investigation and factory
inspection by USL discloses that such defect developed under normal and
proper use.
Some components
and accessories by their nature have a service life of less than (1)
year. A complete
list of such components or accessories is attached hereto and made a
part hereof. If any
such component or accessory, in the opinion of USL, fails to give
reasonable service for a reasonable period of time, USL will repair, or
at its election, replace such component or accessory.
Any product
claimed to be defective must, if requested by USL, be returned to the
factory, transportation charges prepaid, and will be returned to
Customer with the transportation charges collect unless the product is
found to be defective in which case USL will pay all transportation
charges.
USL makes no
warranty concerning such systems integrated into its products
manufactured by others. In
the event of failure of any such sub systems, USL shall deliver to the
Customer any written warranty issued to USL by the manufacturer of said
sub system, and shall provide reasonable assistance in connection with
any claims thereunder.
USL shall be
released from all obligations under all warranties, either expressed or
implied, if any product covered hereby is repaired or modified by
persons other than its own authorized service personnel, unless such
repair by others is made with the written consent of USL or unless such
modification is merely the installation of a new USL plug-in component
for such product.
USL MAKES NO
WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF WITH
RESPECT TO THE PRODUCTS COVERED HEREBY OTHER THAN AS EXPRESSLY STATED
HEREIN. USL
EXPRESSLY AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTY OF, AND MAKES
NO WARRANTY WITH RESPECT TO, THE FITNESS OF ANY PRODUCT COVERED HEREBY
FOR ANY PARTICULAR PURPOSE OF USE UNLESS SUCH A WARRANTY IS EXPRESSLY
SET FORTH ON THE FACE HEREOF.
THE CUSTOMER OR
ANYONE CLAIMING UNDER ANY WARRANTY RELATING TO PRODUCTS SOLD HERE UNDER AGREES THAT IF
USL BREACHES ANY SUCH WARRANTY, OR ANY WARRANTY IMPLIED EITHER IN FACT
OR BY OPERATION OF LAW, OR IF ANY PRODUCT WARRANTED HEREUNDER PROVES
DEFECTIVE IN ANY MANNER WHATSOEVER, USL'S SOLE LIABILITY HEREUNDER IS
LIMITED TO EITHER REPLACEMENT OF ANY DEFECTIVE PRODUCT OR, AT THE
OPTION OF USL, REFUNDING TO THE CUSTOMER THE PURCHASE PRICE PAID FOR
SUCH DEFECTIVE PRODUCT. IF
A PRODUCT WHICH IS OR HAS BEEN WARRANTED HEREUNDER CAUSES, AT ANY TIME,
ANY PROPERTY DAMAGE, PERSONAL INJURY, OR ECONOMIC LOSS, FOR ANY CAUSE
WHATSOEVER, THE CUSTOMER AND ANYONE ELSE CLAIMING UNDER ANY WARRANTY
RELATING TO SUCH PRODUCTS SOLD HEREUNDER EXPRESSLY AND SPECIFICALLY
AGREE THAT USL IS NOT RESPONSIBLE FOR, AND THAT CUSTOMER AND ANY OTHER
CLAIMANT OR CLAIMANTS SHALL ASSUME ALL LIABILITY FOR, ANY SUCH PROPERTY
DAMAGE, PERSONAL INJURY OR ECONOMIC LOSS.
Representations
and warranties made by any person, including dealers and
representatives of USL, which are inconsistent or in conflict with the
terms of this warranty (including but not limited to the limitations of
the liability of USL as set forth above), shall not be binding upon USL
unless reduced to writing and approved by an authorized representative
of USL.
7. FAIR LABOR
STANDARDS ACT
USL certifies
that products furnished hereunder have been or be will produced in
compliance with the Fair Labor Standards Act as amended and regulations
and orders of the United States Department of Labor issued thereunder. USL agrees that this
statement may be considered as the written assurance contemplated by
the October 26, 1949, amendments to said Act.
8. PATENT
INDEMNITY
USL agrees to
defend at its expense and to pay costs and damages awarded in any suit
or proceeding brought against Customer or its customer or agents, so
far as based on a claim that the items per se furnished by USL
constitute an infringement of any United States Patent, provided that
such items are standard commercial supplies of USL and are used in the
form, state, or condition as sold by USL, and provided further that
Customer shall have tendered all payment due therefore and USL is
notified promptly in writing and giving authorization, information, and
assistance at USL's expense for the defense or settlement thereof. USL shall not be
responsible for any settlement made by Customer without USL's written
consent. If any
such item in such suit is held to constitute infringement, and the use
of said item is enjoined, USL shall, at its option and expense, either
procure for Customer the right to continue using said item, replace
same with a non-infringing item, modify same so that it becomes
non-infringing, or remove it and reimburse Customer for purchase price. If said items or any part
thereof are supplied according to designs furnished by Customer,
Customer agrees to defend at its expense and to pay costs and damages
finally awarded in any suit brought against USL for infringement of any
United States Letters Patent that results from or is caused by the use
of such designs, provided that Customer is promptly notified in writing
and given authority, information, and assistance at Customer's expense
for defense of same.
9. TERMINATION,
HOLD OR STOP-WORK NOTICES
Termination or
orders on which a United States Government contact number appears shall
be governed by ASPR 8-706. Customer
may terminate performance or work under other orders, in whole or in
part, by written notice to USL specifying the extent to which
performance is terminated and the date of termination, subject to the
following conditions:
a.
The effective date of termination shall
not be earlier than the date of receipt of the written notice by USL.
b.
USL may treat notice of partial
termination as a complete termination of the order if or when, in the
opinion of USL, circumstances so warrant.
c.
Customer shall pay for (I) all items
already shipped and not previously paid for (II) all items ready for
shipment, and (III) all items which are within thirty (30) days of
being completed, unless broader inventory protection is set forth in
the order itself. Payment
shall be at the order price, equitably adjusted to reflect any
difference in price based upon the number of items shipped and to be
shipped as opposed to the number of items ordered.
d.
Customer shall reimburse USL for all
costs not covered by c. above and incurred by USL on the order prior to
date of termination.
e.
USL will endeavor to keep termination
charges at a minimum and, where feasible, will divert work in process
to other orders.
Any hold,
stop-work, or similar notice shall be considered as a termination
notice if or when, in the opinion of USL, circumstances so warrant.
10. GOVERNMENT
CONTRACTS
If a United
States Government contract number appears on the face of the Customer's
order, the following provisions of the Armed Services Procurement
Regulations in effect on the date of USL's acceptance of the order
shall be considered applicable to such order: ASPR 7.103-13
(Renegotiation), 7.104-3 (Buy American Act), 7.103-19 (officials not to
Benefit), 7.104-4 (Notice to Government of Labor disputes). 7.104-12
(military Security Requirements), 7.104-15 (Examination of Records).
7.104-17 (Convict Labor). 7.103-17 (Walsh-Healey Act), 7.103-18
(Nondiscrimination in Employment), 7.103-20 (Covenant Against
Contingent Fees).