TERMS: Buyer acknowledges that equipment purchased hereunder is specially priced and Buyer will provide Seller with a form of security as specified for the balance of the order. Seller agrees to extend to Buyer 30 day payment terms from Seller's invoice date. Buyer agrees that time for payment is of the essence and that in the event payment is not received when due, Seller may collect and Buyer will pay a service charge of 1-1/2% per month on invoices in excess of 30 day terms. In addition, in the event that the account is placed in the hands of an attorney and/or a person other than an employee of Seller for collection, Buyer-agrees to pay reasonable attorney's fees, legal expenses incurred, and any other expenses incurred, including collection fees.
TITLE: Title to the equipment shall pass to Buyer at the time of actual delivery to the carrier F.O.B. point of shipment. Accordingly, whether Seller or Buyer designates or selects the carrier-shipper and pays shipping costs, the carrier in any event shall be considered to be Buyer's agent so that any damages or claims for damage to goods in transit shall be Buyer's liability.
DELIVERY: Seller shall make reasonable efforts to ship by the dates specified; however, Seller or its suppliers shall not be liable for any delay or failure in the estimated time for delivery or shipment of.material and equipment or for any damage suffered by reason thereof. If shipment is delayed at the request of Buyer, the date of completion shall be regarded as the date when reported ready for shipment and payments shall be made accordingly, and the equipment shall be held at buyer's risk and buyer agrees to pay for storage and handling charges.
SELLER'S QUOTE SHALL CONTROL: It shall be Buyer's obligation to affirm that Seller's quote and quoted price includes all the equipment required for this order. Notwithstanding any understanding of Buyer, or any language inserted in Buyer's purchase order, or other documentation, (whether reference to "Plans and Specs," or otherwise), to the contrary, Seller shall be obligated to supply only the equipment specifically included in its quote for the total quoted price. Any additional equipment required by plans and specs, or otherwise, shall be supplied only at additional cost.
TERMINATION OR SUBSTITUTION: Buyer may terminate this order in whole or in part, by payment of reasonable charges based upon expenses already incurred, including Seller's commitments, termination charges, and a reasonable profit thereon, which shall not be less than 10% nor more than 25% of the quoted purchase price. Substitution by Buyer of equipment quoted. Subsequent to Buyer's purchase order may not be made without Seller's prior written approval. Buyer shall be responsible for any of the costs of returning equipment, including labor, shipping or otherwise.
WARRANTY: DCNE and its suppliers warranty against defects in material or workmanship on all equipment furnished hereunder and will repair or replace F.O.B. Malden, any part found by the manufacturer to be defective in material or workmanship within one year from the date of shipment. The foregoing constitutes DCNE's sole liability arising out of the design, manufacture, sale, erection or use of equipment supplied hereunder. DCNE assumes no responsibility for goods returned without DCNE's written authorization.
LIMITATION OF LIABILITY: In no event shall Seller or its suppliers be liable to Buyer or any third party in contract, tort (including negligence), warranty or otherwise for any special, indirect, incidental or consequential damages. In no event shall any third party retentions from Buyer delay payment to Seller. Buyer agrees to hold harmless and to indemnify Seller for all costs in connection with any such claims made.
It is understood that prices in this quotation are firm for a period of 30 days from the date of quotation and it is agreed that no field labor is provided in this quotation either in the installation, start up or warranty service unless so specified on reverse side.
It is understood that Buyer represents and warrants that the individual signing or placing any purchase order or documentation relating to a purchase hereunder (including the execution of any security agreements) is duly authorized to do so on behalf of the buyer entity, whether a corporation, partnership, trust or individual and hereby waives any "ultra vires act" of like defense upon shipment of the equipment.
It is understood and agreed that if the Buyer defaults in any payment due prior to completion of delivery of the order, or if Buyer's financial condition becomes unsatisfactory in Seller's opinion, Seller may withhold or delay such shipment until a satisfactory guarantee of payment has been received by Seller.
ACCEPTANCE: ACCEPTANCE OF THIS ORDER IS EXPRESSLY LIMITED TO THE EXACT TERMS CONTAINED HEREIN. IF BUYER'S ORDER FORM IS USED FOR ACCEPTANCE OF THIS ORDER, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT THE TERMS AND CONDITIONS OF SUCH ORDER FORM, IF CONTRARY TO THOSE HEREIN EXPRESSED, SHALL NOT APPLY AND THE TERMS AND CONDITIONS HEREIN SET FORTH SHALL APPLY NOTWITHSTANDING ANY PRIOR OR SUBSEQUENT DOCUMENTATION OF BUYER WHICH VARY HEREFROM; WITH THE ONE EXCEPTION THAT THESE TERMS MAY BE VARIED BY AGREEMENT IN WRITING BY AN OFFICER OF THE SELLER.