TERMS AND CONDITIONS
NOTICE: These Terms and Conditions apply to product purchased from Dynetic Systems prior to the sale to SLMTI. For terms and conditions on products purchased from SLMTI after the purchase date of July 25th, 2014 please contact SLMTI customer service.
1. Acknowledgment and acceptance of any order is expressly limited to and made conditional upon the terms and conditions contained herein. Any of Buyer's terms and conditions which are in addition to or differ from those contained herein which are not separately agreed to in writing (except additional provisions specifying quantity, character of the products ordered and in shipping instructions) are hereby objected to and shall be of no effect. Objection to any of the Terms and Conditions herein shall be deemed to have been waived if written notice of such objection is not received by Dynetic Systems (Seller) within fifteen (15) days of the date of acknowledgment of any order. Buyer will in any event be deemed to have assented to all Terms and Conditions contained hereinif any of the products described herein is accepted. General. Except as may be expressly provided to the contrary in writing the provisions of this contract are for the benefit of the parties hereto and not for any other person. This instrument contains the entire and only agreement between the parties hereto relating to the subject matter hereof, and any representation, affirmation of fact, and course of prior dealings, promise or condition in connection therewith or usage of the trade not incorporated herein shall not be binding on either party. No change, modification, revision, discharge, abandonment or waiver of these standard conditions of sales shall be binding upon Seller unless made in writing and signed on its behalf by an authorized employee.
2. WARRANTY: A. General. Seller warrants that its products will at the time of delivery be free of defects in material and workmanship and will conform to Seller's applicable specifications or, if appropriate, to specifications accepted by Seller therefore. Seller's obligation or liability hereunder shall be limited to either refunding the purchase price of repairing, or replacing, at Seller's option, any products for which written notice of nonconformance hereunder is received by Seller within one year following the date of shipment; provided such nonconforming products are, with Seller's prior written authorization, returned FOB Seller's plant within 30 days after such one year period. This warranty shall not apply to any products other than their original condition, or to any products which Seller determines have, by Buyer or otherwise, been subjected to operating and/or environmental conditions in excess of the maximum values established therefore in the applicable specifications or otherwise have been the subject of mishandling, misuse, neglect, improper testing, repair alteration or damage. This warranty extends to Buyer only and not Buyer's customers or users of Buyer's products and is in lieu of all other warranties whether express, implied or statutory including implied warranties of merchantability. In no event shall Seller be liable for indirect, special or consequential damages of any nature whatsoever. Seller's liability for any claim of any kind shall in no case exceed the obligation or liability specified in this Warranty clause. B. Technical Assistance. Seller's warranty as herein above set forth shall not be enlarged, diminished, or affected by, and no obligation or liability shall arise or grow out of, Seller's rendering of technical advice, facilities or service in connection with Buyer's order of the goods furnished hereunder. C. Seller assumes no responsibility for refund or replacement of products shipped at Buyer's request prior to successful completion of acceptance and/or qualification tests performed by Seller at Buyer's request, except those subject only to Buyer's incoming inspection. The sale of products, or parts thereof, by Seller does not convey any license, by implication, or otherwise, under patent claims covering combinations of said product or parts with other devices or elements.
3. DELIVERY: All scheduled or quoted delivery dates are approximate and are based upon prompt receipt of all necessary information from Buyer. Seller shall not be liable for delays in delivery or failure to manufacture or deliver: (a) due to causes beyond its reasonable control, or (b) due to acts of God, acts of Buyer, acts of civil or military authority, priorities, fires, strikes, floods, epidemics, quarantine restrictions, war, riot, delays in transportation or car shortages, or (c) due to any other commercial impracticability. In the event of any such delay, the date of delivery shall be deferred for a period of time equal to the time lost by reason of the delay.
A. For multiple shipment orders, prices reflect deliveries of equal, or nearly equal, quantities over a twelve-month maximum period, unless otherwise stated in the Quotation. Rescheduling of deliveries noted on Buyer's original contract, or as agreed upon and shown on Seller's Sales Acknowledgment must be made at least 45 days prior to the originally scheduled delivery or the new delivery date, whichever is earlier.
B. If rescheduling of deliveries results in completion of the original contract later than the end of the thirteenth month following the first scheduled shipment, billback charges will be computed to reflect the appropriate pricing for the actual quantities shipped over that period. These charges will then be invoiced on the same terms as the balance of the contract. Additional units remaining on the contract will be reprised at the appropriate quantity rate.
4. TRANSPORTATION: Unless otherwise agreed in writing by Seller, delivery of the products hereunder shall be made FOB Elk River, Minnesota, USA, with transportation expenses paid by Buyer, and risk of loss or damage to products in transit shall fall upon Buyer, whose responsibility it shall be to file claims with the carrier.
5. PAYMENTS: Payments shall become due as invoices are made and shall be payable thirty (30) days from the date thereof without regard to other deliveries. Seller reserves the right at any time to revoke any credit extended to Buyer because of Buyer's failure to pay for any articles when due or for any other reason deemed good and sufficient by Seller. In such event, Seller may require that all subsequent deliveries shall be paid for in advance or on delivery or Seller may suspend any further deliveries or continuance of the work to be performed by Seller until such payment has been received. If the work to be performed hereunder is delayed by Buyer, payments shall be made based on the purchase price and the percentage of completion. Products held for Buyer shall be at the risk and expense of Buyer. Failure to furnish such payment within ten (10) days of demand by Seller shall constitute a repudiation of the contract and in such event Seller shall be entitled to receive reimbursement for its cancellation charges. In the event of bankruptcy or insolvency of Buyer or in the event any proceeding is brought by or against Buyer under the bankruptcy or insolvency laws, Seller shall be entitled to cancel any order outstanding at any time during the period allowed for filing claims against the estate and shall receive reimbursement for its cancellation charges. All payments shall be in legal currency of the United States. Acceptance and endorsement by Seller of an instrument for less than the full amount which Seller claims to be due shall not be deemed to be an admission of payment in full and any conditions to the contrary which are noted on such an instrument shall not be binding on Seller. Prices are subject to correction for error.
6. TAXES: The amount of any present or future sales, uses, excise or other tax applicable to the sale or use of the products sold hereunder shall be paid by Buyer, or in lieu thereof Buyer shall provide Seller with a tax exemption certificate acceptable to the taxing authorities.
7. CANCELLATION: No cancellation by Buyer for default shall be effective unless Seller shall have failed to correct such alleged default within thirty (30) days after receipt by Seller of a written notice specifying such default. Buyer may cancel his order only upon 45 days written notification and upon payment to Seller of cancellation charges, which may be levied for such action. These charges will not exceed the total of the following:
A. Billback charges and/or other cancellation charges levied by Seller's suppliers for materials used in Seller's finished products;
B. Billback charges for products Seller supplies, based on the difference between the original contract price and the appropriate price for the quantity actually accepted by Buyer;
C. Charges for a 45 day (minimum) supply of materials in Seller's inventory, unique to the product supplied to Buyer.
D. A cancellation fee based on 2% of Buyer's original contract amount or $150.00 USD, whichever is greater;
E. OR, a charge based on the percentage of completion of the product (i.e., if 50 pieces are ordered and all are 65% complete when the cancellation is requested, a charge of 65% of Buyer's original contract can be levied).
F. Any combination of the above. The choice of procedures will be that of Dynetic Systems Company alone.
8. OVERTIME: It is contemplated that any installation or supervision labor and services agreed on the face hereof to be performed by Seller are to be performed during regular working hours or regular working days. If for any reason Buyer requests Seller to furnish any such labor or services outside of such regular working hours, any overtime or other additional expense occasioned thereby shall be billed to and paid by Buyer as an extra.
9. PROPERTY: All materials, tooling, facilities, production aids, drawings, and other data and other property required for performance, herein called "property" shall be furnished by and title thereto shall remain with Seller.
10. RETURN/RESTOCKING: A. Should a Seller's product ordered by, shipped to and/or accepted by Buyer be found to be in excess of Buyer's needs or not what Buyer's application requires, Seller may elect to permit return of the product. If product is not unique to Buyer's application, the restocking charge will not exceed 25% of the purchase price, or $100.00 USD per unit, whichever is greater. B. If the product is unique to Buyer (i.e., specially constructed for Buyer's application or to drawings and/or specifications supplied by Buyer), it is possible Seller may not permit its return. If return is accepted, Seller will only issue a maximum credit equal to the value of those components Seller deems salvageable.
11. INDEMNITY: Seller shall not have any obligation to indemnify Buyer for any costs, damages, or expenses arising out of or related to this contract, its performance or any articles sold or work performed hereunder.