This must be signed by Buyer and received by Universal Electric Corp. before we can produce the products ordered by the Buyer. Please return one signed copy of these Terms and Conditions to accompany your purchase order. Facsimile: 724-916-2221 or U.S. Mail to 168 Georgetown Rd, Canonsburg, PA 15317. These terms and conditions between the Buyer and the Seller shall be held on file in the office of the Seller and shall continue to apply to this and all future Purchase Orders for one year after the date of signature and are incorporated by reference.
1. GENERAL. Acceptance by Universal of the Buyer’s Purchase Order is conditioned on Buyer’s written acceptance and assent to the terms and conditions contained herein. Any portion deemed invalid or unenforceable shall be struck and the remainder of these Terms and Conditions shall continue to be effective and legally binding.
2. PAYMENT TERMS. Buyer with approved credit agrees to pay Seller in full the total cost of the Purchase Order within 30 days upon delivery of the product(s). Interest shall accrue after 30 days at the Prime Rate (as set forth in The Wall Street Journal) plus 4% computed on an annual basis.
3. TERMINATION FOR BANKRUPTCY. In the event of the institution of any proceedings by or against Buyer under any provisions of the Bankruptcy Code, including proceedings under Chapter VII and XI thereof, or the appointment of a receiver or trustee or an assignment for the benefit of creditors of Buyer, Seller may terminate Buyer’s Purchase Order.
4. DELIVERY. Unless otherwise agreed in writing, shipment and delivery of the products shall be FOB Canonsburg, PA. For orders of $10,000 or more, Seller will pay surface transportation charges applicable on the date of Purchase order. Buyer shall pay any increase in applicable freight charges that become effective after the date of the Purchase Order. Buyer shall pay all transportation charges for orders of less than $10,000.
5. BUYER’S INSPECTION OF THE PRODUCTS. Buyer shall inspect the products immediately upon receipt. Any claims by the Buyer for shortages, errors or any other reason other than a claim for breach of limited warranty with respect to the products must be made to Seller in writing within seven (7) days of Buyer’s receipt of shipment.
6. PRICING. The unit prices in Buyer’s Purchase Order shall remain valid from the date of order entry through quoted lead times.
Taxes “In states where UEC is obligated to collect sales tax, UEC will require proof of non-taxability from the customer prior to product shipment. Otherwise, UEC will add the appropriate sales tax to our invoice and customer agrees to pay this sales tax to UEC. UEC will in turn remit collected sales taxes to the appropriate taxing jurisdiction.”
7. LIMITED WARRANTY. Seller gives no warranty except the limited warranty expressly contained in this Section 7. Seller warrants all products sold by it to be free from defects in material or workmanship for a period of one year from the date of delivery. Seller’s liability on this warranty shall be limited to the repair or replacement of any product which is returned to the Seller, freight prepaid, within one year of the date of delivery and which is found by the Seller to be defective in material or workmanship; provided, however, that no product shall be returned without Seller’s prior written authorization. The Buyer will be responsible for the cost of removing and reinstalling a defective part or its replacement and all labor and material and all other costs or expenses incurred in connection therewith.
8. DISCLAIMER OF IMPLIED WARRANTIES. Seller DISCLAIMS all warranties implied by law, usage of the trade, course of dealing or course of performance including, but not limited to, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9. LIMITATIONS OF LIABILITY. The following limitations of Seller's liability are acknowledged by the parties to be fair and reasonable and shall apply to any act or omission hereunder and to any breach of this contract of which these terms and conditions form a part:
a. Limited Warranty. Seller's sole liability to the Buyer for any claim arising from Buyer’s Purchase Order shall be limited to the obligations set forth in the limited warranty provisions in Section 7 of Buyer’s Purchase Order.
b. Disclaimer of Damages. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY
OR ANY OTHER THEORY OF LIABILITY.
c. Suitability. Buyer acknowledges that it alone has determined the intended purpose and suitability of the products sold hereunder.
d. Breach of Contract. The Buyer expressly agrees that any legal proceeding by Buyer for any breach of contract shall be waived unless filed within one year of the date of Buyer’s Purchase Order.
10. CANCELLATION. Cancellation by the Buyer of the Buyer’s purchase order shall be subject to cancellation charges. Such charges shall be determined by Universal Electric.
11. INDEMNIFICATION. Buyer shall indemnify Seller, its officers, directors and employees against all liabilities, claims, losses, damages, and expenses, including attorney fees, sustained or incurred by Seller, its officers, directors and employees in connection with any injury or wrongful death claim, claim for property damage, product liability claim or other claim arising or alleged to have arisen from or related to the use, installation, removal, performance, non-performance, sale or resale of such goods, including but not limited to damages incurred in connection with the investigation, settlement, attempted settlement, or defense of any claim, due to any negligence of Buyer or failure of the Buyer to comply with applicable Federal and State safety and health laws, and all orders, regulations and standards issued there under, in effect on the date of Buyer’s Purchase Order.
12. FORCE MAJEURE. Seller shall not be liable for any delay in delivery, or failure to deliver, due to any cause beyond the Seller's control, including but not limited to fires, floods, or other weather related conditions; strikes, or other labor disputes; accidents to machinery, acts of sabotage, terrorism, riots, precedence or priorities granted at the request or for the benefit, directly or indirectly, of the Federal or any State government or any subdivision or agency thereof; delay in transportation or lack of transportation facilities, restrictions imposed by Federal, State or other governmental legislation or rules or regulations thereof; or substantial increases in Seller's cost. For purposes of Buyer’s Purchase Order, a substantial increase in Seller's cost shall occur if Seller's performance hereunder would result in a loss to Seller on this sale as computed under Seller's normal accounting procedures, in which case Seller may terminate Buyer’s Purchase Order in whole or in part without liability for any delay in the delivery of, or failure to deliver, the products sold hereunder.
13. APPLICABLE LAW. All questions arising hereunder or in connection with Buyer’s Purchase Order shall be interpreted and resolved in accordance with the Uniform Commercial Code as in effect in Pennsylvania and the laws of the Commonwealth of Pennsylvania without regard to its conflict of law provisions.
14. ARBITRATION. The parties agree that any dispute or controversy in connection with Buyer’s Purchase Order shall be resolved pursuant to arbitration conducted by one arbitrator in accordance with the provisions of this Section 13. The parties shall have 20 days from the date any arbitration claim is filed to agree upon an arbitrator to hear their dispute. If the parties cannot agree within that time, then the American Arbitration Association shall appoint one for them. Unless otherwise agreed by the parties, such arbitration shall be held in Pittsburgh, Pennsylvania under the auspices and then-prevailing rules of the American Arbitration Association. Each party shall pay the cost and expenses of their own counsel and witnesses. Any other costs and expenses shall be borne ultimately as the arbitrators direct. The parties acknowledge and agree that the decision of the arbiter will be final and non-appeal able.
15. SEVERABILITY. A holding that any term or condition hereof is void and unenforceable shall not render void or unenforceable any other term or condition.
16. ASSIGNMENT. Buyer cannot assign its rights and obligations pursuant to Buyer’s Purchase Order by operation of law or otherwise.
17. AMENDMENTS. The parties agree that these Terms and Conditions, together with any documents attached hereto or incorporated herein by reference, contains the complete and final contract between Buyer and Seller, that no agreement or understanding to modify this contract shall be binding upon Seller unless in writing and signed by Seller’s authorized representatives.
18. NOTICES. All notices required or permitted to be given hereunder shall be deemed to be properly given if delivered in writing personally or sent by United States certified or registered mail addressed to Seller or Buyer, as the case may be, at the addresses set forth on the face of this order, with postage thereon fully prepaid. The effective time of notice shall be when personally delivered or on the date of receipt.
Accepted By: ________________________________________ Date: _________________
Print Name: __________________________________________ Title: _________________