Probes Unlimited, Inc. General Terms and Conditions
Except as otherwise expressly agreed in writing by PUI (Probes Unlimited, Inc.)(“Seller”) these terms and conditions shall govern all quotations covering purchase orders for an sale of products manufactured by Seller (the “Products), as well as service relating to such Product if applicable, and any provisions of the Buyer’s order inconsistent herewith shall be deemed waived by the Buyer. All orders subject to acceptance and approval by Seller. Upon acceptance of this order by the Seller, Sellers terms and conditions constitute the entire agreement between parties.
Prices are quoted F.O. B. Seller’s U.S. Factory unless otherwise stated, and exclude Federal, State, local, use, excise, transportation or similar taxes. Buyer agrees to pay any such taxed applicable to the sale or use of the Product described herein: Seller’s prices are subject to change without notice.
1.1 TERMS OF PAYMENT
The purchase price of the Products shall be payable, without deduction unless paid within 10 days, then a 1% discount will apply and may be deducted from the amount of the invoice. Each account has a 15 day grace period which invoices will not be considered late until they go beyond the 5 days beyond the due date. If invoices go beyond the 15 days, nor orders will be processed and / or shipped until account is within terms. If Buyer enters an oral for written agreement with Seller, for Buyer to pre-specify and for Seller to supply Buyer’s needs for Products for a given period(now, called a “Blanket Order”) in exchange for payment of prices discounted in consideration for Buyer’s volume-purchase commitment, then Buyer agrees to repay to Seller, upon Seller’s written request, all discounts received under the given period’s Blanket Order, if Buyer has not by that given period’s end purchased all items so pre-specified under the Buyer’s Blanket Order for that period specified in buyer’s given blanket order. Alternately , upon notice from Seller to Buyer , at or before the end of the period specified in Buyer’s given Blanket Order, that Buyer has not yet purchased all items so pre-specified in that Blanket Order, then Buyer may avoid its obligation, to repay to Seller discounts already received during that period, simply by purchasing from Seller, at the agreed discount, the remainder of the Products which buyer pre-specified in its Blanket Order for that period. Period is one year unless otherwise specified in the original agreement.
1.2 PAST DUE ACCOUNT
Past due account will be subject to pay in advance on new orders if a history of late payments occur. This will be determined by the Accounting Department.
Title and risk of loss of damage to the Products shall pass to Buyer upon delivery for the Products to a carrier.
2. DELIVERY AND SHIPPING SCHEDULE
Delivery of the Products shall be as specified in Seller’s acceptance of Buyer’s order. Seller shall not be liable for unavoidable delays in delivery caused indirectly or directly by fires, flood, accidents, riots, acts of God, war government interference, embargoes, strikes, labor difficulties, shortage of labor, fuel power, material or supplies, transportation delays or any other cause or causes (whether similar or not in nature to those specified herein either beyond its control or which it cannot remedy without great economic hardship).
3. RETURN POLICY
Prior approval numb be obtained from PUI to return any Product. PUI will assign a return authorization number and record the reason for the return. PUI will examine returned Product to determine the actual cause leading to Buyer’s return. If Product has a manufacturing defect, PUI in its sole discretion, may issue a credit for the returned Products or repair and replace with like Product. If returned Products is not subject to PUI’s warranty, Buyer will be notified of the estimated cost of repair, if possible, Thereafter, Buyer must advise PUI whether or not Buyer chooses to have Product repaired at Buyer’s expense.
Seller warrants that the Product described herein are free from defects in material and workmanship. Any warranty herein described shall extend to the first ultimate user only for a period of one year from the date of shipment, providing the Products have been properly installed, operated, and maintained. Buyer agrees that it maintains the complete responsibility for the accurate selection, application, installation and /or use of the Products and for instructions to ultimate users, if any, concerning use, application, maintenance , and advisements regarding the Products. Buyer agrees that the warranties provided herein shall not apply to any Product which; has been repaired or altered outside of the Seller’s facility in any way, has been subject to misuse, negligence, or accident; has been operated other than accordance with Seller’s instructions; or has been subject to wear of wetted parts caused by Buyer’s applications of the Products. Buyer shall return allegedly defective Products to Seller at Buyer’s expense and risk. The Sellers’s obligation under this warranty shall be limited to furnishing and replacement for, or at Seller’s option, repairing any part which, to Seller’s satisfaction, is defective. Return of repaired Products shall be at Buyer’s expense. No part may be returned without Seller’s prior approval. THE WARRANTY CONTAINED HEREIN IS EXCLUSIVE AND EXPRESSLY N LIEU OF ALL OTHER WARRANTIES, WRITTEN, ORAL IMPLIED OR STATUTORY , INCLUDING BUT NOT LIMITED TO EXPRESS OR IMPLIED EARRANTIES OF MECHANTABILITY OR FITNESS. IN ADDITION SELLER SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY OR ANY NATURE, WHETER DIRECT, INDIRECT, OR CONSEQUENTIAL(FOR EXAMPLE LOSS OR PROFITS OR REVENUE, LOSS OF USE OF EQUIPMENT OR ANY OTHER EQUIPMENT, COST OF CAPITAL, SOST OF SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF BUYER FOR SUCH DAMAGES EVEN F SELLER HAD BEEN INFORMED OF THE POSSIBILTY OF SUCH DAMAGE OR LOSS BY BUYER OR A THIRD PARTY) AND OTHER RISK(S) IN CONNECTIONWITH OR RESULTING FROM USE OF THE PRODUCTS.
5. CANCELLATIONS & RELATED CHARGES
Seller shall have the right to cancel an order if at any time Buyer does not strictly comply with all terms and conditions contained herein or if Buyers credit standing are at any time disapproved by Seller by giving written notice of this decision to Buyer. Non-stock and modified stock Products may be subject to a cancellation charge to be determined by PUI depending upon the portion of the Product completed at the time of such cancellations. Blanket Orders cancellations for non-modified stock products are subject to a 20% cancellation fee based on the outstanding balance, Blanket Orders for non-stock and modified stock products are subject to up to 100% cancellations fee based on the outstanding balance.
6. ORDER CHANGES
Buyer must notify PUI in writing of requested changes in the quantity, drawings, designs, or specifications for products which are ordered buy not yet in process of manufacture. After receipt of such notice PUI will inform Buyer of any adjustments in price, delivery, schedules, etc. resulting from buyers changes. All PUI Products require written notice of requested changes not less than (60) sixty days prior to last scheduled shipping date.
No agent, salesman or distributer has any authority to obligate Seller with regard to any terms or conditions not contained herein. Buyer shall advise sell immediately of anything contained herein which Buyer died bit assent as a term of condition governing transaction between Buyer and Seller. The law of Pennsylvania shall apply to these terms and conditions and govern transactions between Buyer and Seller.
Our liability is limited to the value of our parts only which are supplied to the Customer issuing the Purchase Order.