| TERMS:
| 1. |
Payment terms are Net 30
days (after credit approval) from the invoice date,
unless otherwise specified or agreed to in writing by
an authorized official of SENTRAN, LLC. |
| 2. |
All prices are F.O.B. SENTRAN,
LLC, Ontario, CA, USA (hereafter the "Company")
unless otherwise specified in writing by an authorized
Company official. Prices remain firm as quoted for a
period of sixty (60) days from the date of formal written
quotation. |
| 3. |
Title of merchandise passes
to purchaser upon delivery to carrier at Company’s
shipment point, which is generally our Ontario, CA facility.
|
| 4. |
Most parcel shipments (150
lbs. or less) are made via UPS (United Parcel Service).
Large or exceptionally heavy shipments are made by truck
via Yellow Freight System. Purchaser can specify alternative
carriers at their discretion, provided such carriers
services are reasonably available. Shipping costs are
generally prepaid and added to the customer invoice,
identified as such. Exceptions to this policy may occur
at Company's discretion. |
| 5. |
All orders are accepted,
and shipments are made, on approved credit. If the appropriate
credit information is not provided in a timely manner
prior to shipment, or if Company determines the credit
worthiness of the customer does not meet Company's requirements,
Company may delay shipment without penalty, and/or may
require full or partial advance payment, or may cancel
all or any part of the order, at Company's discretion. |
PRICES/DISCOUNTS:
| 6. |
Prices published by the Company in price lists, bulletins,
brochures, via electronic media or in any similar
format are not offers to sell and are subject to change
without notice. Pricing information should be specifically
confirmed with the Company as deemed appropriate by
the customer. The prices and charges shall be adjusted
to, and the materials and other items sold pursuant
to the sales order shall be invoiced at, the Seller's
prices and charges in effect at the time of delivery.
Prices and discounts apply only to specific quantities
of items as set forth on the sales order, and do not
include taxes, transportation charges, special packaging
or labeling, or other miscellaneous items or services
not specified. The prices set forth on the sales order
may be increased as a result of taxes imposed by a
governmental authority upon the production, shipment
or sale of such products or of such materials used
in the manufacture thereof, and Buyer shall pay such
increase.
Discounts are offered at the sole discretion of the
Company. Discounted list prices are generally
available predicated on "volume", "order
value", "advance payment" or other
similar commercial consideration.
|
PRODUCT MODIFICATION/SUBSTITUTION:
| 7. |
The Company periodically introduces product enhancements
or otherwise may change any aspect of its products.
The Company reserves the right to change, alter, modify
or discontinue to manufacture any product at its sole
discretion. Certified drawings are available on request. |
CONTRACT:
| 8. |
Acceptance by Company of purchaser's order is expressly
conditional on the purchaser's assent to any additional
and/or different terms and conditions expressed herein
and/or elsewhere as standard operating procedure for
Company.
|
| 9. |
Quotations/proposals provided by a Company field office,
an independent sales representative or other representative,
should not be construed as offers to sell. Further,
such quotations/proposals are not binding on the Company,
nor shall acceptance of same by purchaser be binding
on the Company, unless expressly confirmed in writing
by an authorized official of the Company. All
orders are received subject to acceptance by the Company. |
DELIVERY SCHEDULE:
| 10. |
The Company reserves the right to make partial shipment
of equipment as fabrication is completed. Partial
shipments will be invoiced at standard terms.
|
| 11. |
Delivery promises are made in good faith , and such
information is approximate and refers to time of delivery
to carrier. Delivery schedules are not guaranteed and
the Company is hereby held harmless and will not accept
any liability for any penalty or damages, liquidated
or otherwise, for delayed shipment(s), installation(s)
or otherwise. |
CANCELLATION:
| 12. |
In the event of cancellation, purchaser shall
pay the Company promptly (within standard terms) upon
receipt of invoice from the Company:
a) The full contract price
for all products which shall have been completed prior
to the Company's receipt of notice of cancellation.
b) All costs actually incurred
by the Company in connection with the uncompleted
portion of the order, including but not limited to
materials, labor, travel, consulting, general and
administrative, sales and engineering.
c) Cancellation charges
incurred by the Company on account of its purchasing
commitments made under such order. |
CLAIMS:
| 13. |
The Company's limited liability is expressed in the
Company's warranty statement. |
MODIFYING OR CONFLICTING TERMS:
| 14. |
Acceptance of this offer is expressly conditional
on purchaser's acceptance of all of the Company's terms.
Neither modification of, or addition to, the foregoing
terms of sale and shipment, oral or written, nor any
conflicting terms or conditions incorporated in purchaser's
purchase order, are part of the contract unless specifically
agreed to in writing by a duly authorized officer of
the Company. |
PATENT INFRINGEMENT:
| 15. |
The Company
makes no representations as to whether goods being sold
are free of the rightful claim of any third person by
way of infringement of similar claims and disclaims
any warranty against infringement or similar claims
with respect to the goods. |
CONFIDENTIAL INFORMATION:
| 16. |
Selected software, hardware, drawings, diagrams, manuals,
specifications and other materials furnished by the
Company related to use and service of articles furnished
hereunder, including any information, may be identified
as proprietary to Company. Such software, hardware,
drawings, diagrams, manuals, specifications and other
materials have been developed at significant expense
to the Company and are considered to be trade secrets
of the Company. Purchaser, nor any other unauthorized
entity, may reproduce in any way without the prior express
written consent of the Company, such software, hardware,
drawings, diagrams, manuals, specifications and other
materials, except as needed to operate and maintain
the equipment supplied by the Company ( Except such
information as may be established to be in the public
domain or disclosed pursuant to legal judicial or government
action.) shall be received in confidence and purchaser
shall exercise reasonable care to hold such information
in confidence. |
AUTHORITY OF COMPANY'S AGENTS:
| 17. |
No agent, employee or representative of the Company
has any authority to bind the Company to any affirmation,
representation or warranty concerning the goods sold
by the Company, and unless an affirmation, representation
or warranty is made by an authorized agent, employee
or representative of the company, and is specifically
included in the contract, no such instrument shall be
enforceable by purchaser. |
PREVAILING LAW:
| 18. |
Unless otherwise agreed to in writing by a duly authorized
officer of the Company, all Company agreements shall
be governed in accordance with the laws of the State
of California. Should any term of conditioned contained
in any such agreement contravene or be invalid under
applicable law, the agreement shall not fail by reason
thereof, but shall be construed in the same manner as
if such term or condition had not appeared herein. |
PAYMENT:
| 19. |
Invoices for equipment and materials delivery pursuant
to the sales order are payable only in United States
currency. Unless otherwise stated on the face of the
sales order, payment terms are net 30 days from the
date of invoice, subject to the approval of the Company’s
credit department at the time of shipment, within the
United States and Canada. Net cash by irrevocable letter
of credit or bank draft is required on all shipments
for destinations outside of the United States and Canada. |
SHIPMENT UNDER RESERVATION:
| 20. |
It is agreed that the Company shall maintain the right
of possession of the good, material or services sold
to Buyer until such time as payment therefore is made
to the Company by Buyer. |
ACKNOWLEDGEMENT:
| 21. |
The Company's terms and conditions confirm the agreement
to buy and sell goods and services as set forth on the
sales order, and acknowledges them to be true and correct
to the best of the Company's reasonable ability to do
so. These terms and conditions shall become binding
and enforceable against the Buyer unless the Buyer gives
the Company written notice of specific objections to
its contents within ten days after issuance of the sales
order. No modification of the sales order shall be effective
unless such modifications are made in writing and agreed
to by the Company and Buyer signing such agreement. |
TIME LIMIT FOR REJECTION NOTICE:
| 22. |
All claims for damages, errors or shortages in goods
or services delivered by the Company to Buyer under
the sales order shall be made by the Buyer in writing
within a period of seventy-two (72) hours from the time
of delivery. The passing of this period constitutes
an irrevocable acceptance of the goods and an admission
that such goods fully comply with all terms, conditions
and specifications set forth in the sales order. |
FINANCE CHARGES:
| 23. |
Finance charges may apply on any overdue invoice.
Finance charges are computed on the basis of 1.5% per
month, 18% per annum, and prorated to a daily rate of
.05% of the outstanding balance. |
SALES TAX:
| 24. |
Sales tax will be charged on all sales billed to businesses
in the state of California, unless the Buyer has provided
to Company a valid State Resale Certificate. The State
Tax Rules and Regulations—Resale Certificates,
requires that: In accordance with Sales and Use Tax
Laws, it is necessary that we secure from our customers
in the state of California, a signed resale certificate
with the customer's State Sales Tax Permit Number, to
acknowledge that specific merchandise is purchased for
resale. For your convenience, you may request a State
Resale Certificate from SENTRAN's Sales Department. |
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