Revision: August 13, 2012
TERMS AND CONDITIONS
By accepting of Equipment and/or goods covered by this instrument are subject to the following terms and conditions set forth below.
SES Research, Inc and/or SES Research is known as “Seller”
In no event shall the SES Research (Seller) be liable for consequential damages arising form any delay or default in delivering the good ordered herby, regardless of causes, or form the failure of such goods to correspond in any manner to the description contained in the order/invoice/packing list.
TERMS OF SALE:
Acceptance of Buyer’s order is expressly made conditional on Buyer’s assent to Seller’s Standard Terms and Conditions of Sale set forth herein and Seller agrees to furnish the equipment, parts, and materials (the “Equipment”) and services covered thereby (the “Services”) described in the Buyer’s order only upon these terms and conditions (the “Terms and Conditions”). Any terms or conditions of Buyer’s order or of Buyer’s other purchase documents and correspondences inconsistent with or in addition to these Terms and Conditions hereof shall not be binding on Seller. No waiver, alteration, or modification of any of these Terms and Conditions shall be binding on Seller unless made in writing and signed by an authorized representative of Seller.
TERMS OF SHIPMENT:
All shipments are made Ex Works, Factory, according to Incoterms 2000 as issued by the International Chamber of Commerce. Title and risk of loss or damage shall pass to Buyer at the Ex Works named site. Partial and/or installment shipments are authorized and shall be paid for when due. Shipment schedules are approximate and Seller will use commercially reasonable efforts to complete shipment as indicated. Goods and Sub-assemblies for the Equipment may be shipped from different Ex Works named sites and integrated during installation. Seller reserves the right, prior to making any shipments, to require from Buyer all payments due at that time. If Buyer fails to furnish satisfactory security or information on which to base credit, and/or Buyer’s account is in arrears, Seller may defer further shipments, or may, at its option cancel the order or any unshipped balance. Seller’s failure to exercise any right accruing from any default of Buyer shall not impair Seller’s rights, in case of any subsequent default of Buyer.
Payments are due as scheduled, in U.S. dollars unless the parties specifically agree otherwise in writing.
All prices are exclusive of sales, use, import/export, value added (VAT), or similar taxes or duties, whether imposed currently or in the future. Such taxes shall be borne by Buyer in addition to the prices quoted or invoiced. In the event Seller is required to pay any such taxes, Buyer shall reimburse Seller those taxes.
Seller reserves the right to modify or change the Equipment and/or Goods in whole or in part at any time prior to the delivery thereof in order to include therein structural, mechanical, electrical, hydraulic or software refinements deemed appropriate by Seller, but without incurring any liability to modify or change any product previously delivered or to supply new products in accordance with earlier specifications. If Buyer requests changes in the configuration of the Equipment, subject to Seller’s acceptance, Buyer shall pay for the reasonable cost for rework and rescheduling of the Equipment. All requested changes must be made by change order in writing to the Seller. Seller will not be bound by any promise or representation, written or oral, not made a written part of the change order and signed by a duly authorized representative of Seller. Seller shall inform Buyer of the new delivery date and additional costs via a change order acknowledgement.
DELIVERY AND DELIVERY DELAYS:
Delivery dates provided are based on conditions existing at the time the order was placed. Seller will use all reasonable efforts to ship within the time estimated, but failure to make shipment as scheduled does not constitute a cause for cancellation and/or for damages of any character. The execution of this order is contingent upon timely Buyer approvals, strikes, fires, delays of carriers, and other delays and causes unavoidable or beyond Seller’s control. It is understood that delivery of all or any part of any order is contingent on the Seller’s ability to obtain supplies and raw materials.
Buyer can delay delivery of the Equipment one-time only up to thirty (30) days beyond the scheduled shipment date by written notice to Seller provided that written notice of Buyer’s delay request is received by Seller at least sixty (60) days prior to the scheduled shipment date. For the purpose of payment of the purchase price, if the Buyer-requested delay exceeds thirty (30) days or moves the requested ship date out of the Seller’s fiscal quarter or if the Buyer’s request for delay is received by Seller less than sixty (60) days prior to the scheduled shipment date, shipment shall be deemed to have occurred on the scheduled shipment date and the Acceptance Date shall be deemed to have occurred thirty (30) days thereafter. Buyer shall be responsible for any and all costs associated with any such delay including storage, maintenance, and retesting costs.
Buyer shall visually examine the Equipment and Goods promptly upon receipt thereof. Within ten (10) days of such receipt, Buyer shall notify Seller in writing of any complaint that Buyer may have concerning the Equipment and Goods delivered hereunder, including, but not limited to, any claimed shortages, defects, delivery errors, or any other problems. Access to Sellers property including that of any third party companies under contract to Seller requires prior approval by Seller.
Buyer is responsible for the following:
ensure the site’s compatibility with Seller’s shipment crates or loads; provide environmentally adequate storage space for the Equipment upon its arrival at Buyer’s facility prior to installation; provide access to the facility to Seller for pre-installation surveys, unpacking, and installation of each system; make available Buyer’s personnel in sufficient numbers and of adequate capabilities on site to assist Seller during Pre-installation, unpacking, and installation; use Seller approved equipment, rigging, or other services to transport the Equipment, either assembled or in parts, to the place of installation; establish and maintain additional site conditions as indicated pursuant to Seller’s then-current installation requirements; and provide any other support or assistance as requested by Seller (the “Pre-Installation Conditions”).
If, as a result of Buyer’s failure to comply with the Pre-Installation Conditions, Seller is unable to complete installation as scheduled, Buyer shall compensate Seller for any additional costs or expenses incurred, including the cost of subsequent or extended visits necessary to complete the installation.
In the event that installation is provide or ordered for Seller, the Equipment shall be installed, provided that all the Pre-Installation Conditions stated in quotation and/or contract. In the event installation cannot be completed within thirty (30) days of the delivery of the Equipment due to Buyer caused delays, including, but not limited to, Buyer’s failure to comply with the Pre-Installation Conditions, installation shall be deemed complete as defined in above section shall be deemed satisfied and met thirty (30) days after shipment. Any unpaid balance of the purchase price shall thereupon become due.
CANCELLATION AND DEFERRED SHIPMENTS:
Cancellation following receipt of Purchase Order
Buyer may cancel its order upon written notice to Seller only upon such terms as will indemnify and reimburse Seller for the total value of the contract had the project not been cancelled.
Cancellation by Seller. Seller may terminate an order if the Buyer fails to punctually pay monies due to Seller, has any security enforced against it, has an Administrator appointed, commits an act of bankruptcy or, being a company passes a resolution for winding up (except for the purposes of reconstruction) or an application is made for the winding up by the Buyer.
Disposal of Equipment
Upon the occurrence of a termination event referred to above, Seller reserves the right to cancel an order with Buyer in whole or in part without any liability and dispose of the Equipment produced for the Buyer to a third party and all monies owing to Seller in respect of any order will be immediately payable.
Termination by Seller is without prejudice to any other rights of Seller or obligations of Buyer, which may have accrued prior to termination.
Buyer will indemnify SES Research Inc. and /or SES Research and SES Research’s agents, employees, officers, directors, shareholders, partners (collectively, “SES Research’s Related Parties”) and hold SES Research and SES Research’s Related Parties harmless from and defend them against any and all claims, actions, damages, liability, costs, attorneys’ fees, and expenses, in connection with any loss of life, any injury or damage to person or property or any other type of injury or damage caused by, arising from or arising out of uses of sold good, services and equipment.
In any case in which Buyer has agree to indemnify SES Research, SES Research’s Related Parties or any other person, such indemnity shall be deemed to include an obligation on the part of Buyer to appear on behalf of the indemnified party in any and all proceedings involving a claim or cause or action covered by such indemnity and to defend the indemnified party against such claim or cause of action, all at Buyer’s cost.
Buyer shall have no right to return the Equipment and/or Goods of any part thereof, and said items may be returned without Seller’s written consent, which may be withheld at Seller’s sole discretion. Seller assumes no responsibility for unauthorized returns. All expenses for returned Equipment shall be borne by Buyer.
DISCLAIMER OF WARRENTIES
WARRANTY AND LIABILITY:
Seller warrants that each product to be delivered hereunder will conform to its specifications and be free from defects in material or workmanship for a period of THREE (3) months from delivery to Buyer.
SELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS OF ANY KIND WHATSOEVER, EXPRESSED OR IMPLIED (EXCEPT THAT OF TITLE) AND ALL IMPLIED WARRANTIES INCLUDING ANY WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. SELLER NEITHER ASSUMES RESPONSIBILITY FOR ANY OMISSIONS OR ERRORS NOR ASSUMES LIABILITY FOR ANY DAMAGES THAT RESULT FROM THE USE OF ITS PRODUCTS IN ACCORDANCE WITH INFORMATION PROVIDED BY SELLER, EITHER VERBAL OR WRITTEN. ANY AND ALL MODIFICATION OF EQUIPMENTS AND GOODS FROM IT DELIVERY CONDITION WILL VOID A WARRENTIES AND LIABILITY.
The goods are being sold by SES Research (Seller) without any express or implied representation or warranty of any kind including with our limitation any warranty as to the merchantability of the goods or their fitness for any particular use or purpose, except seller warrants, for a period of 90 days from the earlier of delivery to the point of destination or buyer’s vehicle. Seller’s liability for any claim of breach of warranty is limited to repair or replacement, F.O.B. point of manufacture or such goods as are nonconforming or, at Seller’s Option. Seller may allow Buyer credit for such non-conforming goods upon buyer’s return thereof to seller. The description on the reverse hereof is subject to such manufacturing variations and tolerances as are recognized by industry practice. A return material authorization number must be obtain from Seller prior to any warranty claim.
The remedies of Buyer set forth herein are exclusive and the total liability of Seller with respect to this order, whether based on contract, warranty, negligence, indemnification, strict liability or otherwise, and shall not exceed 50% of the purchase price of the component upon which liability is based. In no event shall Seller be liable for consequential, incidental or special damages.
Equipment sold hereunder may include additional third party warranty terms and conditions for systems and components. Such additional warranty terms and conditions shall be available on request. This warranty is extended to the first end user and is not transferable to subsequent users and is conditioned upon Buyer maintaining and operating the Equipment in accordance with Seller’s then-current specifications.
Without limiting the generality of the foregoing, Seller’s warranty does not cover and no warranty is made with respect to
Accessories, attachments, or other devices not furnished by Seller. Also Failure of the Equipment that in Seller’s judgment is caused by other than normal wear and tear or by conditions not controllable by Seller, including, but not limited to, Attempts by other than Seller personnel to install, modify, repair, or maintain the Equipment without Seller’s specific, prior written authorization, Improper use, misuse, or lack of use of the Equipment supplied seller, Installation of unapproved software, fluctuations of line voltage, current, vacuum, gas, humidity, temperature, or other factors, Damage by fire, water, vandalism, riots, civil unrest, or Acts of God.
Any disputes arising from this contract will be litigated or arbitrated in Harris County, Texas. This Agreement shall be governed and construed in accordance with the laws of the State of Texas, USA.
By placing the order and checking the accept terms and condition box you hereby agree to the terms, conditions and stipulations of this agreement on behalf of his or her organization or business. This Agreement constitutes the entire understanding of the parties. Any changes or modifications thereto must be in writing and signed by both parties.