NOTE: The following Conditions of Sale are subject to change.
1. GOVERNING PROVISIONS AND ACCEPTANCE: All quotations are
Purchaser’s direction to proceed with engineering, manufacture or
shipment by Most Electric shall be deemed evidence of this assent. No
modified or other conditions will be applicable unless those
conditions are so stated in Most Electric’s proposal or are specifically
agreed to in writing and signed by an authorized official of Most Electric .
Failure to object to provisions contained in any Purchase Order or
other communication from the Purchaser (including, without limitation,
penalty clauses of any kind) shall not be construed as a waiver of
these Conditions nor an acceptance of any other provisions. These
terms are a complete statement of the parties’ agreement and may only
be modified in writing signed by both parties. These terms may not be
modified by course of dealing, course of performance or usage of
trade. These terms supersede all previous written or oral quotations,
statements or agreements. Any contract for sale by and between the
parties shall be governed by and construed according to the laws of
the State of Louisiana without regard to its rules on the conflict of
laws. The Convention on the International Sale of Goods is expressly
excluded.
2. QUOTATIONS: Written quotations shall be valid for no more than
thirty (30) days from their date, unless otherwise stated in the
quotation. All quotations are subject to change by Most Electric at
any time upon notice to Purchaser. It is Purchaser’s obligation to
review the quotation carefully and to immediately advise Most Electric in
writing of any differing interpretation Purchaser has so any necessary
change can be made.
3. PRICE POLICY: All prices are subject to change without notice. In
the event of a net price change and unless otherwise agreed to in
writing, prices for orders scheduled for immediate release shall be
those in effect at time of order entry. Prices for orders placed for
future shipment without an agreed price and ship date will be billed
at the pricing in effect as of the shipment date. All clerical errors
are subject to correction.
4. SUBSTITUTION: Most Electric may furnish suitable substitutes for
material unobtainable because of priorities or regulations established
by governmental authority or non-availability of materials from
suppliers, provided such substitutions do not adversely affect the
technical soundness of the equipment. Most Electric assumes no liability
for deviation from published dimensions and descriptive information
not essential to proper performance of the product.
tax, sales tax, excise tax, (except federal excise tax on vehicles),
duty, customs, inspecting or testing fee, or other tax, fee or charge
of any nature whatsoever, imposed by any governmental authority or
measured by any transaction between Most Electric and Purchaser, shall be
paid by the Purchaser in addition to the prices quoted or invoiced,
and such charges will appear as a separate line item on the invoice.
In the event Most Electric will be required to pay any such tax, fee, or
charge, Purchaser shall reimburse Most Electric or, in lieu of such
payment, Purchaser shall supply Most Electric at the time the order is
submitted with an exemption certificate or other document acceptable
to the tax authority. Purchase Orders must state the existence and
amount of any such tax, fee or charge for which Purchaser claims an
exemption.
6. TERMS OF PAYMENT: Acceptance of all Purchase Orders is subject to
Purchaser meeting Most Electric credit standards. Terms are subject to
change for failure to meet such standards. Terms are net thirty (30)
days from date of invoice of each shipment, unless otherwise stated in
Most Electric’s quotation. Most Electric reserves the right
at any time to demand full or partial payment before proceeding with a
contract of sale if, in its sole judgment, as a result of changes in
the financial condition of the Purchaser the terms of payment
originally specified are no longer justified.
7. PAYMENTS: If delivery is delayed or deferred by the Purchaser
beyond the scheduled date, payment shall be due in full when Most Electric
is prepared to ship. The equipment may be stored at the risk and
expense of the Purchaser. If the Purchaser defaults when any payment
is due, then the whole contract price shall become due and payable
upon demand, or Most Electric at its option, without prejudice to other
lawful remedies, may defer delivery or cancel the contract for sale.
If Purchaser becomes insolvent, or bankrupt or in the event any
proceeding is brought against the Purchaser, voluntarily or
involuntarily under the bankruptcy or any insolvency law, Most Electric
cancellation charges from the Purchaser or the Purchaser’s estate.
8. SHIPMENT AND ROUTING: Most Electric shall select the point of
shipment. Purchasers that request expedited or special modes of
transportation or routing involving air, premium or any other
non-standard Most Electric shipping shall be assessed additional charges
for shipping, handling, freight and expediting. Any rebates,
allowances, discounts or incentives received by Most Electric from its
carriers shall be retained by Most Electric . All prices include domestic
packaging only. When other than domestic packaging is required,
contact Most Electric directly. Purchaser specified
packaging and marking may be subject to additional charges.
9. SHORTAGES: Claims for shortages or errors must be made in writing
to Most Electric within 30 days after invoice date, and failure to give
such notice shall constitute unqualified acceptance and a waiver of
all such claims by the Purchaser.
10. INSTALLMENTS: Most Electric reserves the right to make shipments
Purchase Order; and all such installments when separately invoiced
shall be paid for when due per invoice without regard to subsequent
shipments. Delay in shipment of any installment shall not relieve
Purchaser of its obligation to accept remaining shipments.
11. FORCE MAJEURE: Most Electric shall not be liable for any damages
including, without limitation, an act of God; act of Purchaser or
Most Electric supplier; embargo or other governmental act; regulation or
request; fire; accident; strike; slowdown; flood; fuel or energy
shortage; sabotage; war; riot; delay in transportation and inability
to obtain necessary labor, materials or manufacturing facilities from
usual sources. In the event of any such delay, the date of delivery
shall be extended for a period of time reasonably necessary to
overcome the effect of such delay.
12. STANDARD WARRANTY: Most Electric warrants equipment
negligence, accident, or damage by circumstances beyond Most Electric’s
control, or improper operation, maintenance or storage, or to other
than normal use or service. With respect to equipment not manufactured
by Most Electric , the warranty obligations of Most Electric shall in all
respects conform and be limited to the warranty actually offered by the
13. RETURN OF EQUIPMENT: NO EQUIPMENT MAY BE RETURNED
in the original packaging, unused, undamaged and saleable as new
condition. Returned equipment must be securely packed to reach Most Electric
cost incurred by Most Electric to put equipment in first class condition
will be charged to the Purchaser. Purchaser requested returns not
involving a Most Electric error will be assessed Most Electric’s standard
restocking fee. Returns will be credited at the pricing specified in
Most Electric’s standard return policy. Special Order and Custom equipment
is not returnable. Once ordered, special order and custom equipment is not
from Most Electric error, and method and route of return will be at the
discretion of Most Electric . Costs incurred by failure to follow Most Electric
direction will be borne by the Purchaser.
14. LIMITATIONS: These disclaimers and limitations of remedies apply
to all warranties offered to Purchaser and
to all Purchase Orders. THE WARRANTIES SET FORTH ABOVE ARE
ABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Except as
whatsoever, other than as stated above with respect to equipment sold
or services rendered by Most Electric . Notwithstanding anything to the
contrary herein contained MOST ELECTRIC, ITS CONTRACTORS AND
SUPPLIERS OF ANY TIER, SHALL NOT BE LIABLE IN CONTRACT,
contract, in tort (including negligence or strict liability) or
otherwise, shall not exceed the price of the product, part, or service
on which such liability is based.
15. INTELLECTUAL PROPERTY: As to equipment proposed and furnished by
Most Electric , Most Electric shall defend any suit or proceeding brought against
Purchaser so far as based on a claim that such equipment constitutes
an infringement of any copyright, trademark or patent of the United
States. This obligation shall be effective only if Purchaser shall
have made all payments then due hereunder and if Most Electric is notified
promptly in writing and given authority, information, and assistance
at Most Electric’s expense for the defense of the same. In the event the
use of such equipment by Purchaser is enjoined in such a suit, Most Electric
for the Purchaser the right to continue using such equipment (b)
modify such equipment to render it non-infringing (c) replace such
equipment with non-infringing equipment, or (d) refund the purchase
price (less depreciation) and the transportation and installation
costs of such equipment. Most Electric will not be responsible for any
compromise or settlement made without its written consent. The
foregoing states the entire liability of Most Electric for patent,
trademark or copyright infringement, and in no event shall Most Electric be
liable if any infringement charge is based on the use of Most Electric
equipment for a purpose other than that for which it was sold by
Most Electric . As to any equipment furnished by Most Electric to Purchaser and
manufactured in accordance with designs proposed by Purchaser, the
Purchaser shall indemnify Most Electric against any award made against
Most Electric for patent, trademark, or copyright infringements.
16. WITNESS OF TESTS AND FACTORY INSPECTIONS: Normal production
schedules do not provide the opportunity for Purchaser to witness
routine factory tests on equipment or make factory inspections.
Witnessing of tests or factory inspections by the Purchaser may result
in delays of production for which Most Electric will not be responsible.
Witness testing and factory inspections must be requested at time of
quotation, are subject to additional costs and must be confirmed at
order entry. Standard Most Electric factory testing and inspection will
apply. Most Electric will notify Purchaser fourteen (14) calendar days
prior to scheduled witness testing or inspection. In the event
Purchaser is unable to attend, the Parties may mutually agree on a
rescheduled date. However, Most Electric , at its sole option, may consider
the witness tests and/or inspection waived, and ship and invoice the
Products and the witness testing charges. Purchaser will be
responsible for paying for all scheduled witness testing, whether or
not Purchaser attends.
17. ERRORS: Most Electric reserves the right to correct errors or omissions
in quotations, acknowledgments, invoices, or other documents.
18. OSHA COMPLIANCE: Compliance with OSHA or similar federal, state or
local laws during the operation or use of the product(s) is the sole
responsibility of the Purchaser.
19. TERMINATION: Any order may be terminated by the Purchaser only
upon written notice to Most Electric and upon payment of reasonable and
proper termination charges based on the price of the terminated order
and reimbursement of all direct costs and expenses associated with the
order caused by such termination and shall include a reasonable
profit. Special or custom ordered equipment is not cancelable after
final acceptance of approval drawings for the commencement of
manufacturing.
20. CANCELLATION: Most Electric shall have the right to cancel any order or
contract at any time by written notice for any material breach of the
contract by the Purchaser, including material delays in releasing
equipment for manufacture or approval drawings and excessive changes
to specifications or drawings.