Respiratory Simulation Specialists

Terms and Conditions of Sale

  1. PRICE: Buyer’s order for goods is accepted subject to delivery, when available, at Sellers price, point of delivery, payment and other standard terms in effect at date of shipment. Buyer shall pay all taxes, excises, fees, or charges with respect to the sale and transportation of all goods shipped to Buyer. In the case of multiple or future deliveries, prices are subject to revision by Seller at any time. If Seller desires to revise the price, point of delivery or terms of payment for the goods hereunder, but is restricted or prevented from doing so by reason of any governmental law, regulation, order or action, Seller shall have the right to terminate this contract for sale of goods, with respect to any goods not then delivered, by notice to the Buyer.
  2. EXCUSE OF PERFORMANCE: No liability shall result from delay in performance or non-performance, caused by circumstances beyond the control of the party affected, including, but not limited to acts of God, fire, flood, explosion, accident, riot, war, perils of the sea, sabotage, strike, lockout, labor trouble or shortage, embargo, government action or prohibition, breakage or failure of machinery, or curtailment or inability to obtain or delays in obtaining material, equipment, steam, water, power or transportation. If any such circumstances limit Seller’s supply of goods to be sold under this contract, Seller shall have the right to prorate its available supply over its own manufacturing requirements and all for its customers solely in such a manner as Seller deems equitable, and the requirements hereof shall be appropriately reduced.
  3. BUYER’S CREDIT: Seller reserves the right to terminate this contract or to suspend further deliveries in the event Buyer fails to pay in full for anyone shipment when same becomes due. If at any time, in Seller’s opinion, Buyer’s credit is limited, Seller shall have the right to require payment in advance, cash on delivery, or satisfactory security for future goods delivered.
  4. SHIPMENT: Seller will arrange for shipments to Buyer as nearly in accordance with Buyer’s shipping instructions as permitted by Seller’s ability to schedule manufacturing and shipping. Seller shall not be responsible to Buyer for any failure to meet Buyer’s shipping instructions. On sales made F.O.B. delivered basis, no allowances for shortage or damage will be made by Seller unless Buyer furnishes acknowledgement from the carrier that same occurred in transit. On sales F.O.B. Seller’s plant or warehouse, Buyer will, in the event of loss or damage in transit, file its own claim with carrier.
  5. WARRANTIES: All products are generally guaranteed to be free of defects for a period of one (1) year from date of delivery. The defect shall be a result of workmanship or material. In no case will the warranty period exceed a period of one (1) year. Defects caused by misuse, mishandling, tampering, or by modifications not authorized by Seller are excluded from this warranty. Any product which proves to be defective in workmanship or material will be replaced, credited or replaced at Seller’s option. Seller is not responsible for deterioration wear or abused. In any case, Seller will not be liable beyond the original selling price. In order to obtain coverage under this warranty, Seller must be promptly notified, in writing, upon detection of the defective goods. This notification must be received by Seller no later than two (2) weeks following expiration of this warranty. THE STATED EXPRESSED WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES WITH RESPECT TO THE GOODS, EXPRESSED OR IMPLIED ARISING BY LAW OR CUSTOM, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OF FITNESS FOR ANY PARTICULAR PURPOSE, OR NONINFRINGEMENT.
  6. LIMITATION OF LIABILITY: Seller shall not be liable for, and Buyer assumes responsibility and agrees to indemnify seller for all personal inquiry and property damage resulting from the handling, possession, use or resale of any goods, whether used alone or in combination with other goods. In no event shall Seller be liable for, and Buyer shall indemnify Seller for, any incidental or consequential damages, or noncompliance with regulations of foreign governments. BUYER’S EXCLUSIVE REMEDY, WHETHER IN TORT, CONTRACT, OR OTHERWISE SHALL BE FOR MONEY DAMAGES WHICH SHALL NOT EXCEED THE PRICE FOR THE GOODS IN RESPECT TO WHICH THE CLAIM IS MADE.
  7. ASSIGNMENT: Buyer shall not assign its rights or delegate its performance hereunder without the prior written consent of Seller and any attempted assignment of delegation without consent shall be void.
  8. MISCELLANEOUS: This contract is deemed by the parties to be a Pennsylvania contract and shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, U.S.A. The parties acknowledge that Seller’s acceptance is made in reliance on Buyer’s representation that he is not insolvent as that term is defined in the Uniform Commercial Code. This contract constitutes the entire agreement of the parties, and is the complete and exclusive statement of the terms of their agreement. No conditions, usage of trade, course of dealing, understanding or agreement purporting to modify, vary, explain or supplement the terms of this contract shall be binding, unless made in writing and signed by the parties to be bound. No waiver by Seller with respect to any breach or default or right or remedy, and no course of dealing shall be deemed to constitute a continuing waiver of any other breach or default or right or remedy, unless such waiver be express in writing signed by Seller.
  9. SALE OF GOODS OUTSIDE THE UNITED STATES: The rights and obligations of the Buyer and Seller shall not be governed by the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods; rather, their rights and obligations shall be governed by the laws of the Commonwealth of Pennsylvania, including is provisions of the Uniform Commercial Code. Regardless of terms of shipment, title to and risk of loss of goods shall pass to Buyer upon clearance through customs in country of origin.
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