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<br />M3
<br />7325 Penn Avenue
<br />Suite 200
<br />Pittsburgh, PA'15208
<br />Tel . 412.241,7335
<br />Fax: 412.241,7311
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<br />These Terms and Conditions constitute a material part of the agreement between Seller and Buyer.Seller objects to, and does not
<br />agree to be bound by, any changes to these terms and conditions.These terms and conditions supersede any inconsistent terms and
<br />conditions in any documentation submitted by Buyer to Seller.
<br />• Prices.Prices are based on the products and quantity described in the quote. Any changes or deletions to the product, quantity,
<br />of specifications may alter the price. Seller's commercial offer shall be strictly limited to the products and/or the services that are
<br />expressly mentioned herein and shall not set a precedent for any future orders.
<br />• Payment. Terms of payment for sales are cash in United States (,U.S") dollars Net 30 days, or irrevocable letter of credit issued by
<br />a bank headquartered in the United States of America and whose deposits are insured by an agency of the United States
<br />government. If Seller consents to a delay in delivery requested by Buyer, payinent shall become due on the date when Seller is
<br />prepared to make shipment, and goods held for Buyer after such date shall be held at the risk and expense of Buyer.
<br />• Delivery and Installation. All shipments are made FCA Sellers shipping point per INCOTERMS published by the International
<br />Chamber of Commerce and in force at the time of the execution of this contract, unless otherwise specified. Buyer shall choose
<br />the carrier, subject to the approval of the Seller. Buyer assumes all risk of loss in shipping and all liability for loss or damage,
<br />whether direct, indirect, consequential or otherwise, due to delays once the products have been delivered to the carrier. Buyer
<br />agrees to purchase any and all insurance it deems necessary to indemnify it against any loss in shipping.
<br />• Limited Warranties.
<br />• Termination.Seller may terminate the performance of the work under the agreement in whole at any time, or from time to time in
<br />part, by written notice to Buyer.
<br />• Default - Cancellation. Buyer may not cancel this order, or any portion thereof, except upon written notice to Seller.
<br />• Bankru tp�c /Insolvency- In the event of Buyer's bankruptcy or insolvency, or in the event any proceeding is brought against Buyer,
<br />voluntarily or involuntarily, under the bankruptcy or insolvency laws, Seller may cancel any order then outstanding at any time
<br />during the period allowed for filing claims against the estate, and shall be paid the cancellation charges specified in Section 6
<br />(Default —Cancellation).
<br />• Force Majeurp.Neit� party shall be liable for defaults or delays due to Acts of God or the public enemy, acts or demands of any
<br />Government or any Governmental agency, strikes, fires, floods, accidents, or other unforeseeable causes beyond its control and
<br />not due to its fault or negligence.Each party shall notify the other in writing of the cause of such delay within five (5) days after the
<br />beginning thereof.
<br />• Indemnification. Buyer will defend, hold harmless, and indemnify Seller from and against any liability and expenses (including,
<br />without limitation, attorney and other professional fees and disbursements) arising from or in connection with any damages,
<br />injuries, or third party claims of demands to recover for personal injury, death, or property damage caused by or arising out of
<br />any of the goods or services supplied the Seller (regardless of whether such claim or demand arises under tort, negligence,
<br />contract, warranty, strict liability or other legal theories). except to the extent such injury, damage, or loss results from Seller's
<br />negligent actions.
<br />• Assignment. Neither this order nor any rights or obligations herein may be assigned by Buyer nor may Buyer delegate the
<br />performance of any of its duties hereunder without Sellers prior written consent.
<br />• Intellectual Property, Seller warrants that products furnished under the Sales Contract, and any part thereof, shall be delivered
<br />free of any rightful claim of any third party for infringement of any United States patent. Buyer acknowledges and agrees that all
<br />intellectual property rights in the Products and Software and in any Seller technology, intellectual property, and know-how used
<br />to make or useful for the manufacture or use of the products will at all times remain vested in the Seller. Buyer shall not use
<br />Seller's trademark, tradename, or other indication in relation to the Product unless in accordance with Seller's instructions or
<br />prior written approval and solely for the purposes expressly specified by Seller in writing. Buyer shall not have nor obtain any
<br />right, title, or interest in or to any Seller's owned trademarks, tradenames, or other indications. Buyer acknowledges all rights, title,
<br />and interest of Seller in respect of and to Seller's owned trademarks, tradenames, and other indications.
<br />• Attornevs' Fees.ln the event there is any dispute concerning the terms of this agreement or the performance of any party, and
<br />any party retains counsel of the purpose of enforcing any of the provisions of this agreement or asserting the terms of this
<br />agreement in defense of any suit filed against said party, each party shall be solely responsible for its own costs and attorneys'
<br />fees incurred in connection with the dispute irrespective of whether or not a lawsuit is actually commenced or prosecuted to
<br />conclusion.
<br />25C-20
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