Spectrodyne, Inc. Terms and Conditions

ACCEPTANCE: Prices quoted are firm for 30 days from the date hereof. Acceptance of your order will be subject to our terms and conditions of sale which are contained herein and which shall constitute the complete agreement between us.

WARRANTY: We warrant to you that the original equipment catalogued or manufactured by us and furnished hereunder will be free from defects in material and workmanship and will be of the kind and quality designated or described on the reverse side hereof. The foregoing warranty is exclusive and in lieu of all other warranties whether written, oral or implied, and we make NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. If it appears within eighteen months from the date of shipment or twelve months from the date of installation, whichever period is shorter, that this equipment does not meet the warranty specified above, and you notify us of this promptly, we shall thereupon correct any such defect or any such nonconformance to the specifications, either (at our option) by repairing any defective part or parts which are returned to us freight prepaid or by making available at your plant (via lowest freight rate) a repaired or replacement part. The conditions of any tests of any of this equipment alleged to be defective shall be mutually agreed upon, and we shall be notified of and may be represented at all tests that may be made. Our liability to you arising out of the supplying of this instrument, or its use, whether based on warranty, contract, or negligence, shall not in any case exceed the cost of correcting defects in the equipment as herein provided, and upon the expiration of the applicable warranty period as aforesaid, all such liability shall terminate. The foregoing shall constitute your sole remedy and our sole liability. IN NO EVENT SHALL WE BE LIABLE FOR SPECIAL OR CONSEQUENTIAL DAMAGES.

Should this equipment be used in or with any nuclear installation or activity, you will indemnify us and hold us harmless from any liability or damage whatsoever arising out of the use of the equipment in such a manner.

PAYMENTS: All sales hereunder are F. O. B. shipping point. Payments for shipments, including partial shipments, are due in 30 days of the date of invoice. Payment in advance by check or credit card may be required prior to establishment of open credit. Equipment held for you at your request shall be at your risk and expense.

In addition to our other rights under applicable law, we may, in the event of your insolvency or bankruptcy, or in the event that such appears imminent, cancel any order then outstanding and receive reimbursement for reasonable and proper cancellation charges, require payment in advance or on delivery, defer later shipments, or ship on any other terms and conditions satisfactory to us.

CANCELLATION OR DEFERRED DELIVERY: You may cancel your order only upon written notice to us and only upon payment to us of responsible and proper charges incurred by us in connection with the performance of the contract up to date of cancellation. Your request for deferral of delivery may be treated the same as cancellation of your order, and, in such event, cancellation charges will apply. However, if you so request, we shall complete manufacture, invoice you for the equipment and hold it for you at your risk and expense, subject to the terms of payment stated elsewhere herein.

PATENTS: The Company agrees that it will at its own expense defend any suit that may be instituted against the Purchaser for alleged infringement of United States patents relating to products of Company manufacture furnished the Purchaser hereunder, provided such alleged infringement shall consist only in the use of such product by itself and not as a part of any combination of other devices and /or parts, and provided the Purchaser gives the company immediate notice in writing of any such alleged infringement and of the institutions of any such suit and permits the Company, through its counsel, to answer the charge of infringement and to defend such suit, and provided the Purchaser gives all needed information, assistance and authority to enable the Company to do so, and thereupon in case of a final award of damages in any such suit the Company will pay such award, but shall not be responsible for any settlement made without its written consent.

EXPORT LICENSE: The commodities listed might require a validated Export License if they are to be exported from the United States. Contact the Department prior to exporting.

DELIVERY: Shipping dates are approximate and are based upon prompt receipt by us of all necessary information. Partial shipment will be made. If this contract calls for the shipment of goods in separate lots, or if partial shipments are made as herein authorized, this contract shall be deemed an “installment contract” within the meaning of the applicable law.

We shall not be liable for delays in delivery which are due to causes beyond our reasonable control, including, but not limited to, delays due to: (1) acts of God, your acts, acts of civil or military authority, priorities, fires, strikes, floods, epidemics, war, riot, delays in transportation, car shortages, or the like; (2) inability to obtain necessary labor, materials, components, or manufacturing facilities; (3) changes in specifications, directions, or design requested by you or agreed to by you; or, (4) your delay in approving documents. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by reason of the delay.

TAXES: The prices quoted herein do not include any federal, state, county, local, or other taxes levied on the equipment, its use or sale, or on its agreement by any jurisdiction either inside or outside the United States. Such taxes, where we are required by law to collect them, whether designated as sales tax, use tax, gross receipts tax, etc., will be billed to you based on the law in effect at the time of delivery unless you furnish us with a proper tax exemption certificate. You shall reimburse us for any state, county, or local property taxes respecting the equipment or its component parts are located on your premises or the premises of any subcontractor.

INSTALLATION AND SITE PREPARATION: We agree to supply the instructions and drawings necessary for you to install, operate and maintain the equipment furnished hereunder. Where site preparation is required, you will prepare the site in accordance with our written site specifications. You will provide labor for unpacking and locating the equipment. You will assume responsibility for compliance with local laws and you will obtain any permits required for installation and use.

ADDITIONAL COSTS: You agree to reimburse us for any additional cost attributed to changes in the specifications, directions or design of the equipment furnished hereunder which are requested by you, at our standard prices in effect at the time such changes were ordered.

RISK OF LOSS OR DAMAGE IN TRANSIT: Our responsibility for damage to or loss of equipment furnished hereunder ceases when we deliver it to the carrier at our plant. Any claim for damage to or loss of this equipment in transit should be made by you against the carrier. Any equipment, which you obtain from us to replace equipment damaged or lost in transit, will be sold to you at our standard prices in effect at the time of such replacement.

ACCEPTANCE AND APPLICABLE LAW: Quotations for service related work result from an evaluation performed by our technicians. If you decline to have the quoted work performed, an evaluation fee will be charged to recover expenses for reasonable and proper charges incurred by us in connection with the performance of the evaluation. All orders are subject to acceptance by us at our main office in Quakertown, Pennsylvania. This contract will be governed by the laws of the Commonwealth of Pennsylvania.

2036 Emerson Drive, P.O. Box 577, Quakertown, Pa 18951 • Phone: 215-804-1044
Fax: 215-804-1045 • e-mail:Contact@spectrodyne.com