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6850822v3
1421 2nd Ave., Stewartville, MN, 55976 T (507) 533-6076 F (507) 533-4784
GEOTEK
TERMS AND CONDITIONS
These Terms and Conditions (“Terms”) are effective with respect to all sales by Geotek (“Company”), and are binding on all customers of Company (“Buyer”).
I. Pricing and Delivery Terms
a.
Purchase orders (“Purchase Orders”) and requests for quotations must be
submitted in writing to Company and are non-cancellable without the written
consent of the Company. Quotations provided by Company are enforceable
for sixty days, unless noted otherwise on the quote. The Company may, in
its sole discretion, accept or decline purchase orders submitted by Buyer.
Federal, state and local taxes and fees that are not included in quotations or
Purchase Orders shall be added thereto, and if paid by Company, such taxes
and fees shall be invoiced to Buyer.
b.
Pricing and Sales for all products is “F.O.B.” Company facility, unless
otherwise agreed upon in writing by the Company. The Buyer assumes title,
control and the risk of loss for the goods the moment the carrier signs the bill
of lading, and the Buyer assumes the risks of transportation and is
responsible for filing claims for loss or damage. Company will make
reasonable efforts to maintain shipping schedules. Company will not be
responsible for delays in shipping caused by state or local agencies with
regards to permits, routing, weather, detours, or other matters. All deliveries
and schedules are contingent on availability of raw materials, fuel, and
transportation. Company may make partial shipments and submit invoices
accordingly.
c.
Company will invoice Buyer for goods upon delivery to the carrier. Should
the Buyer desire to delay the shipment of goods, the Company reserves the
right to invoice the Buyer on the date goods are available to be delivered to
the carrier. The Company may also charge a fee for the detainment of the
shipment.
d.
The Buyer shall make payments to Company in the amounts and on the
terms stated on invoices submitted to Buyer from Company.
e.
For any invoices not paid when due, Company may charge interest on the
outstanding balance at the rate of 2% per month or the maximum rate
allowed by law calculated from the first day for which such invoice was due
until payment in full is received.
f.
Designs, concepts and ideas developed by Company are the property of
Company and shall not be used or copied without the express written
permission of Company
II. Modifications and Change Orders
a.
These Terms herein and the terms of any Purchase Order accepted by
Company may not be otherwise amended or modified except by a Change
Order. To the extent that any Purchase Order is inconsistent with these
Terms, these Terms shall control.
b.
Change Orders shall be in writing and signed by both Company and Buyer,
shall specify any new terms, amendments or modifications, and shall
reference these Terms. Buyer shall immediately remit additional costs for
the Change Order upon the execution of the Change Order.
III. Acceptance; Cure
a.
ACCEPTANCE OF GOODS. All goods delivered to the Buyer shall be
deemed accepted unless Buyer notifies Company within ten (10) business
days of the Buyer’s receipt of products, at the “final” destination, that the
goods do not meet the specifications of a Purchase Order or of a Change
Order. Notice delivered under this section shall be in writing and shall be
deemed given upon receipt if delivered by hand delivery, U.S. registered or
certified mail, or reputable overnight courier.
b.
CURE FOR DEFECTIVE PRODUCTS. Subject to the terms of the Geotek,
Limited Warranty, Company shall, at its option, and as Buyer’s sole and
exclusive remedy (i) deliver conforming products within a reasonable time at
its expense, or (ii) refund all fees paid for the design and construction of the
defective products. Buyer must contact the company for a return
authorization number prior to returning product and will allow for inspection
of products at Company’s request. A product shall not be considered
defective if it is produced according to Company specifications or Buyer
specifications or directions accepted by the Company, or produced according
to a custom or prototype design of which the Buyer has approved.
IV. Indemnification, Warranties, and Limitations of Liability
a.
WARRANTY. Terms of warranty for all PUPI products are per the PUPI
Limited Warranty and terms of warranty for Common Sense Fence products
are per the Common Sense Fence Limited Warranty as applicable and
attached hereto and incorporated herein or found at www.geotekinc.com and
incorporated herein (“PUPI Limited Warranty and Common Sense Limited
Warranty”).
b.
DISCLAIMER OF ALL OTHER WARRANTIES. EXCEPT FOR THE PUPI
LIMITED WARRANTY OR COMMON SENSE FENCE LIMITED
WARRANTY, COMPANY EXPRESSLY DISCLAIMS ALL OTHER
WARRANTIES AND MAKES NO OTHER WARRANTIES, EXPRESS,
IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR USE FOR A
PARTICULAR PURPOSE.
c.
LIMITATION OF LIABILITY. COMPANY SHALL NOT BE LIABLE TO
BUYER FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR
INCIDENTAL LOSSES OR DAMAGES OF ANY KIND OR NATURE,
INCLUDING BUT NOT LIMITED TO LOST PROFITS OR SAVINGS,
LOST DATA OR RECORDS, LOSS OF USE OF FACILITIES OR
EQUIPMENT, OR ANY OTHER COSTS, PENALTIES, OR LIQUIDATED
DAMAGES, REGARDLESS OF WHETHER THEY ARISE FROM
BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, STRICT
LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY
OF SUCH LOSS OR DAMAGE OR IF SUCH LOSS COULD HAVE BEEN
REASONABLY FORESEEN. IN NO EVENT SHALL COMPANY BE
LIABLE TO BUYER FOR MORE THAN THE TOTAL AMOUNT OF FEES
IT HAS RECEIVED FROM BUYER.
d.
INDEMNIFICATION. Buyer agrees to indemnify and hold Company
harmless against any and all liability, claims, suits, losses, costs and legal fees
caused by, arising out of, or resulting from any negligence, wrongful acts, or
omissions in Buyer’s performance or failure to perform as specified in these
Terms. Both parties understand that the Buyer may provide materials or
specifications to be used in products that Company will produce and deliver to
the Buyer. Buyer warrants that it has the right and authority to provide such
material and to make such specifications, and shall indemnify and defend
Company against any and all liability, claims, suits, losses, costs and legal fees
based on alleged or actual infringement or violation of any United States or
foreign intellectual property right of any third party, including patent,
copyright, trademark, or trade secret rights, that arise from these materials or
specifications provided to Company.
V. General Provisions
a.
Any quality control test required by Buyer or Buyer's specifications must be
done at Company's plant prior to packing and shipment of material from
Company’s plant.
b.
Any certifications as required by the Buyer to be completed by an outside
group the Company may charge an additional fee for such services.
c.
FORCE MAJEURE: No liability shall result to Company from delay in
performance or nonperformance caused by circumstances beyond the
reasonable control of the party, including, but not limited to, acts of God, fire,
flood, war, labor disturbances, governmental regulation, direction or request.
d.
CONFIDENTIALITY. Neither party may disclose, advertise or publish these
Terms or information shared between the parties without the other party’s
prior written consent, except to the extent allowed by the Publicity provision
above.
e.
CHOICE OF LAW. This Terms and the parties’ relationship are governed by
and construed in accordance with the laws of the state of Minnesota without
reference to Minnesota’s choice of law rules.
f.
ARBITRATION. Any controversy or claim arising out of or relating to these
Terms, or the breach thereof, shall be resolved through binding arbitration
under the Commercial Arbitration Rules of the American Arbitration
Association, and shall be venued and take place in the State of Minnesota.
Judgment on the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction.
g.
LIMITATION ON ACTIONS. No action arising out of Terms, any Purchase
Order or Change Order, performance or alleged breach thereof, may be
brought by Buyer against Company unless commenced within two (2) years
after such cause of action has accrued.
h.
ASSIGNMENTS. Buyer may not assign, delegate, or otherwise transfer these
Terms or any right or obligation under these Terms without the prior written
consent of Company. Any assignment, delegation or transfer in violation of
this provision shall be void.
i.
TERMINATION. Company may, in its discretion, terminate a Purchase Order
in the event that Buyer fails or is unable to comply with any of these Terms,
and/or the terms of the Purchase Order.
QUOTES & ORDERING
TERMS AND CONDITIONS
800.533.1680 | www.pupicrossarms.com
63
QUOTES & ORDERING
REV02.2012