The following terms and conditions (the “Terms”) are applicable to the sale of products or services (“Products”) by Contec and its divisions and affiliates (“Contec” or “Seller”) to any purchaser thereof (“You” or “Buyer”). These Terms together with any agreement, attachments and exhibits, specifications, drawings, notes, instructions, and other information, whether physically attached or incorporated by reference constitutes the entire and exclusive agreement between Seller and Buyer.
1. CONTROLLING TERMS AND CONDITIONS.
Buyer accepts these Terms by signing and returning Seller's quotation, by sending a purchase order in response to the quotation, by submitting instructions to Seller to ship the Product or by accepting or paying for the Product or service. No additional or different terms, conditions or warranties other than those identified in the quotation and no agreement or understanding, oral or written, in any way purporting to modify the terms and conditions, whether contained in Buyer's Purchase Order or shipping release forms or elsewhere, shall be binding upon Seller unless hereafter made in writing, signed by Seller's authorized representative, and specifically referencing these Terms and stating that it modifies them. Buyer is hereby notified of Seller's express rejection of any terms inconsistent with these Terms or to any other terms proposed by Buyer. Neither Seller's subsequent lack of objection to any terms, nor the delivery of the products or services, shall constitute an agreement by Seller to any such terms.
2. ORDER POLICIES.
All Buyer’s Purchase Orders must include, at a minimum, the following information: customer name, purchasing agent’s name, phone and email address, authorizing signature, ship-to address, billing address, Seller’s quote number, Seller’s part number (if applicable), Buyer’s part number (if applicable), quantity required, payment terms, unit price, delivery schedule, freight billing method, and any special terms, requirements, requests or comments (if applicable). All Buyer Purchase Orders shall be submitted to the specified Seller Orders Inbox: orders@us.contec.com. Seller will review the purchase order to ensure it is congruent with the Seller’s quotation and any other applicable written terms or agreements and will acknowledge acceptance to the Buyer in writing.
3. PURCHASE PRICE, TAXES, PAYMENT, AND CREDIT.
The purchase price includes the costs of standard packaging of the Products; but excludes: (a) transportation, customs duties, insurance or any other costs or fees that may apply to sale and delivery of the Products; and (b) any federal, state, municipal or other governmental tax applicable to the sale of Products to Buyer, if any. All such taxes shall be in addition to the purchase price and be paid by Buyer unless otherwise agreed to or required by law. Buyer must provide Seller with a valid, current, and accurate tax -exemption certificate, applicable to the order and ship-to location to be exempt from applicable taxes and fees. If any exemption certificate presented by Buyer is held to be invalid, then Buyer will immediately pay Seller the amount of tax and any penalties interest related thereto Buyer acknowledges and agrees full purchase price shall be due and payable thirty (30) days after receipt of invoice unless prepayment is required. All past due payments bear interest at one- and one-half percent (1.5%) per month on the unpaid balance or the maximum allowed by law whichever is greater.
4. ACCEPTANCE.
Upon Delivery by Seller, all Products are deemed accepted by Buyer ten (10) days after receipt of delivery.
5. DELIVERY.
All Products are shipped Ex-Works (INCOTERMS 2020 Seller’s plant. Delivery shall occur and title and risk of loss shall pass to Buyer upon delivery of Products to Ex- Works point. All shipping dates are reasonable commercial estimates and Seller has no liability for any delay in shipment.
6. LIMITED WARRANTY, EXCLUSIONS, AND DISCLAIMERS
A. LIMITED WARRANTY. Seller warrants that from the date of delivery through the end of the applicable warranty period, products will conform to seller’s published specifications at time of sale and be free from defects in materials and workmanship, under proper use and service, in accordance with the warranty statement published by seller in effect at the time of delivery. Warranty statements can be found at Product Warranties | CONTEC.
B.WARRANTY EXCLUSIONS AND DISCLAIMERS. Seller makes no other express or implied warranties, including but not limited to fitness for a particular purpose (Even if Buyer has notified Seller of its intended use of the product(s)). Seller further expressly disclaims any warranty of the products where the alleged nonconformity is due to normal wear and tear, alteration, modification, repair, attempted repair, improper use, improper maintenance, neglect, abuse, improper storage, failure to follow any product instructions (whether caused by accident or otherwise), or any other improper case or handling of the product caused by anyone other than seller or seller’s expressly authorized designee.
7. PRODUCT RETURNS.
Products shall not be returned to Seller without its written consent. Return instructions can be found at Product Returns. Seller shall pay the cost of returning to Buyer Products that are repaired or replaced under Warranty.
8. INTELLECTUAL PROPERTY.
Except for the right to use the purchased Products for their intended purpose, and except as expressly set forth in Section 13, the sale of Products by Seller does not convey to Buyer or any other third party any license, implied or otherwise, under any Intellectual Property. This license shall continue until the license is terminated in accordance with the agreement, or for the useful life of the Product.
9. LIMITATION OF LIABILITY.
Not with-standing warranty repair or replacement, Seller accepts NO LIABILTY for any claims arising out of or relating to these Terms, the Products, or the Contract exceeding the amount of the invoice for the products upon which such claims are based, including but not limited to claims for consequential, incidental, indirect, special or punitive damages, or damages claims by any third party, whether or not the claims are based in Contract, Tort (including negligence and strict liability) or otherwise, even if Seller was advised of the possibility of such damages. THE LIMITED LIABILITY AVAILABLE UNDER THIS SECTION SHALL TERMINATE ONE YEAR FROM DELIVERY.
10. GOVERNING LAW.
Any claim, dispute, or controversy between the Buyer and Seller arising from or relating to these Terms and Conditions, shall be governed by and construed under the laws of the State of Florida without regard to the principles of conflicts of law and shall be subject to the exclusive jurisdiction and venues of the State Courts in the State of Florida, County of Brevard. The United Nations Convention for the International Sale of Goods is expressly excluded from the interpretation and enforcement of these terms. In the event there is any dispute concerning these Terms and Conditions of this agreement or the performance of any party, the prevailing party shall be entitled to reasonable Attorney’s fees and costs.
11. CANCELLATION, TERMINATION AND SURVIVABILITY.
Seller reserves the right, in its sole discretion, to decline or to cancel any order for any reason. Following Seller’s acknowledgement of an order, the order may only be cancelled by Buyer with the express written consent of Seller and may be subject to a restocking fee and any applicable material, labor, service, or other costs and fees, at Buyer’s sole discretion.
12. COMPLIANCE WITH LAWS.
EACH PARTY SHALL COMPLY WITH EXPORT LAWS THAT ARE APPLICABLE EITHER TO THE INFORMATION OR PRODUCTS.
13. FORCE MAJEURE.
Neither party shall be responsible for delays or failure in performance of the agreement (other than failure to pay any amounts due) to the extent that such party was hindered in its performance by any act of God, civil commotion, labor dispute, unavailability or shortages of materials or any other occurrence beyond its reasonable control.
14. PROPIETARY RIGHTS.
If the Product(s) contain or include Software from Buyer, Buyer grants Seller a nonexclusive, perpetual license to use the Software only on and in conjunction with the Products. Seller agrees that title remains with Buyer (and its suppliers, if any) and Seller shall not disassemble, decode, or translate the Software, or copy or modify the Software in any manner except for archival or back-up purposes in connection with the use of the Products. Any Quoted product architecture is a CONTEC proprietary design configuration and is intended solely for CONTEC products purchased by the Customer. The quoted configuration or any representation thereof may not be reproduced in part or in whole without the express written permission of CONTEC.
15. ASSIGNMENT.
Buyer may not assign any right or delegate any duty under the agreement without the express written consent of Seller, which shall not be unreasonably withheld.
16. TRADEMARKS.
Buyer agrees that it will not use in any manner unrelated to the agreement any name or trademark of Seller without the express written consent of Seller.
17. SEVERABILITY.
If any of these Terms or part thereof is held to be invalid, illegal, or unenforceable by law, all other Terms and the parts of any Term not held to be invalid, illegal, or unenforceable, shall remain in full force and effect.
18. CONFIDENTIALITY.
Each party shall treat all information received from the other party marked “Confidential” or reasonably obvious as to be confidential as it would treat its own confidential information.
19. ENTIRE AGREEMENT.
The parties expressly acknowledge that these Terms are complete, are an essential part of the agreement, and supersede all prior negotiations, agreements, and understandings of the parties regarding the subject matter of these Terms. These Terms may only be modified by the express written consent of Seller.
Incorporated by reference herein you can find any and all current Contec Polices, Products, Warranties, and Notices via www.contec.com The Terms in place at the time of this agreement govern this agreement.
