Standard Conditions Of Sale Vitec Production Solutions Inc.
Notification of warranty claims
All warranty claims must be made in writing and must include date and proof of purchase.
Extend of liability
This warranty is given to the original purchaser of the goods only and cannot be assigned, except with the prior written agreement of The Company. Subject to these terms and conditions, The Company will repair or replace, free of charge, any product or defective part provided that the defective part of the product has been returned to The Company or its authorized agent, freight pre-paid. If any defective product has been superseded and cannot be repaired, a replacement will be made with a current model of the same quality and equivalent function.
Exclusion of liability
This warranty does not cover any damage, defects or costs caused by: (1) modification, alteration, repair or service of the product by anyone other than The Company or its authorized representative; (2) physical abuse to, overload of, or misuse of, the product, or operation of the product in a manner contrary to the instructions accompanying the product; (3) any use of the product other than that for which it was intended; or (4) shipment of the product to The Company for service.
UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PROPERTY DAMAGE, DAMAGE TO OR LOSS OF EQUIPMENT, LOST PROFITS OR REVENUE, COSTS OF RENTING REPLACEMENTS AND OTHER ADDITIONAL EXPENSES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
ANY EXPRESS WARRANTY NOT PROVIDED HEREIN, AND ANY REMEDY WHICH, BUT FOR THE WARRANTY CONTAINED HEREIN, MIGHT ARISE BY IMPLICATION OR OPERATION OF LAW IS HEREBY EXCLUDED AND DISCLAIMED INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH MAY VARY FROM JURISDICTION TO JURISDICTION.
Unless otherwise agreed, an irrevocable Letter of Credit confirmed by a bank approved by the Company is required. Where an agreed line of credit has been opened with the Company, payment terms are strictly 30 days from the date of invoice. If payment is not made on the due date, the Company may in addition to all
other remedies it has, suspend performance of this and any other agreement with you and/or charge you interest (both before and after judgment) calculated at a daily rate equivalent to 5% over the base rate of Wachovia Bank, N.A.
Retention of title
The property in the Goods shall not pass to you until they have been paid for in full and all other amounts owed by you to the Company on any account have been paid. You may not sell the Goods until the property has passed.
The interpretation placed by Incoterms 1990 on terms of trading obtained in any order resulting from this quotation shall apply.
No failure by the Company to exercise any of its rights at any time shall prejudice the rights of the Company under the Agreement or affect the interpretation of future agreements.
By placing your order you acknowledge that you place no reliance on any statement which has been made or may be made concerning the order other than one made by us in writing and any statement is excluded from the agreement.
The Company shall not be liable for any delay in delivery, or failure to deliver, due to any cause beyond the Company’s control, including but not limited to present or future statute, law, ordinance, regulation, order, judgment or decree, shortages, act of God, earthquake, epidemic, explosion, flood, lockout, boycott, strike, riot, terrorism, war or armed conflict (whether or not there has been an official declaration of war or official statement as to the existence of a state of war), or act of a public enemy, delay in transportation or lack of transportation facilities.
This is an indicative quotation and does not form a contract until we accept in writing any offer you make. Any contract entered into would be subject to these Standard ‘Conditions of Sale unless otherwise agreed in writing.
Governing law / Arbitration
This Quotation and Terms and Conditions shall be governed by the laws of the State of New York applicable to contracts made and to be performed in that state. Any controversy or claims arising out of or relating to any sale hereunder shall be determined and settled by arbitration in New York City, in accordance with the Commercial Rules of the American Arbitration Association by a panel of three (3) arbitrators. The parties agree that the arbitrators shall have the power to award damages, injunctive relief and reasonable attorneys’ fees and expenses to any party in such arbitration. The arbitration award will be final as between the parties and judgment thereon may be entered in any court of competent jurisdiction. Any party hereto may make an application for the issuance of a temporary restraining order and/or preliminary injunction from any court of competent jurisdiction pending the determination of any controversy pursuant to the arbitration provisions set forth in this Article. The parties hereby consent and submit to the personal jurisdiction of the United States District Court for the Southern District of New York and any New York State court of competent jurisdiction located in New York County, New York in any suit, action or proceeding brought in connection with arbitration hereunder.
Statue of limitations
Any action for breach of contract hereunder, except for actions by the Company to collect sums due for Goods sold and delivered, must be commenced within one (1) year of accrual.
If any provision of this Quotation and Terms and Conditions shall, to any extent, be invalid or unenforceable, the remainder of the Quotation and Terms and Conditions shall not be affected.
Waiver; Merger; Modification
No failure of the Company to insist upon strict compliance by Buyer with this Quotation and these Terms and Conditions or to exercise any right accruing from any default of Buyer shall impair the Company’s rights in case Buyer’s default continues or in case of any subsequent default by Buyer
Revision 8: 17.01.12
STANDARD CONDITIONS OF SALE
VITEC PRODUCTION SOLUTIONS LIMITED