ACCEPTANCE OF ORDER. Photonic Cleaning Technologies, LLC (“Seller”) acceptance of your order is expressly made conditional on your agreement to these terms and conditions. Your agreement shall be conclusively presumed from your failure to object in writing within 5 working days of delivery of goods or from your acceptance of all or any part of your order.
PAYMENT. Terms are net 20 days from date of invoice unless otherwise specified on the face of invoice. A 1.5% finance charge and a late payment fee will be assessed on all invoices not paid within the terms from the date printed on the invoice. Invoice will be dated and emailed when the last item on an order has shipped. All items quoted are in United States dollars and all amounts shall be paid in cash or in negotiable paper collectable at its face value in United States Funds. Payment by check shall be made in US dollars on a US bank, by ACH or by wire transfer with the seller assessing a wire transfer fee. Seller is not required to proceed with performance of Buyer’s order while Buyer is in default of this or any other contract with Seller or upon the suspension of business, insolvency or liquidation of Buyer or the commencement of any proceeding under any bankruptcy law by or against the Buyer. Upon failure of the Buyer to pay the price as set forth herein, Buyer hereby grants the Seller the right to come onto the premises of the Buyer, or Buyer’s purchaser, and to reclaim all of the goods under this agreement. In the event that any amounts due Seller hereunder become delinquent, the entire balance shall become immediately due and bear interest from the date of this contract at the legal rate of interest per annum, determined on a pro rata daily basis.
CREDIT. Seller reserves the right to, at any time, revoke any credit extended to the Buyer if Buyer fails to pay for any shipment promptly when due, or for any other reason in the sole and absolute discretion of Seller.
INDEMNIFICATION. Buyer shall indemnify and hold Seller harmless against any and all losses, liabilities, damages, costs, or expenses arising from (i) any and all claims which may be made against Seller by reason of injury or death which were caused by or alleged to have been caused by the use, sale, transfer or alteration of the goods furnished hereunder, (ii) any and all damages to Seller’s property which are caused by any act or omission, negligence or otherwise, of Buyer or any subcontractor of Buyer or of any of Buyer’s employees, workmen, servants or agents; (iii) all fines and civil or criminal penalties arising out of the manufacture, delivery or performance by Seller of goods or services hereunder; and (iv) in the case of any goods furnished hereunder in accordance with the special request, plans or specifications of the Buyer, any infringement or alleged infringement of any United States or foreign letters patent by any of the goods delivered hereunder.
DELIVERY. All deliveries shall be made Ex Works, Seller’s Platteville, WI, USA facility (INCOTERMS 2000). Failure of Seller to make delivery when due, if such failure is due to any reason beyond the control of Seller shall not subject Seller to any liability to Buyer. Seller reserves the right to make delivery in installments that shall be separately invoiced and paid for when due. Delay in delivery of installments will not relieve the Buyer of its obligation to accept remaining deliveries.
RETURNED GOODS AND CANCELLATION. All sales are final. The return of any material will be accepted only with prior approval of the Seller, and the Buyer will be subject to a 30% restocking charge. Request for cancellation must be submitted to Seller in writing and may be subject to a cancellation fee.
EXTRAS. Additional charges will be allowed and at Seller’s discretion, be made for cartons, wrapping, packing, boxing, crating, delivery, drayage, returnable containers, taxes and transportation of goods covered by invoice. All sales, use and excise taxes and duties shall be paid by the Buyer.
TITLE. Title and risk of loss to all products sold hereunder shall pass to Buyer upon Seller’s delivery to carrier at point of shipment designated by Seller. Seller’s liability and Buyer’s remedy under this warranty are limited to the removal of any title defect or at the election of Seller to the replacement of the goods which are defective in title.
ASSIGNMENT/WAIVER. This contract is not assignable by Buyer without the prior written consent of Seller. If any term of this Order is determined to be invalid or unenforceable under applicable law, such term or terms shall not apply; but the remaining terms of this Order shall remain in full force and effect.
GOVERNING LAW AND FORUM. This contract shall be governed by and construed according to the laws of the State of Wisconsin, without reference to its conflict of laws rules and specificially excludes application of the United Nations Convention on Contracts for the International Sale of Goods. Any and all disputes hereunder shall be submitted solely and exclusively to binding arbitration in Madison, Wisconsin, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted before a single arbitrator chosen in accordance with such rules, and shall be in the English language.
CLAIMS. Failure to give notice of claim within ten (10) days after the occurrence upon which a claim is founded shall constitute a waiver by Buyer of the Claim. If, upon receipt of the products by Buyer at its location, the same shall not conform to this Order, Buyer shall within ten (10) calendar days after receipt thereof, notify Seller of such condition and afford Seller a reasonable opportunity to inspect the products and make any appropriate adjustment or replacement. The same remedies afforded Buyer under “Warranties” shall be exclusive for defective products discovered upon inspection. Buyer shall not delay payment for the products pending their inspection. Buyer will furnish written shipping instructions for all products as promptly as possible. In the absence of such instructions Seller may, at any time beginning ten (10) days after forwarding notice to Buyer by mail, facsimile or otherwise that the products are ready for shipment, do either of the following for the account of and at the expense and risk of Buyer: (i) arrange for shipment of the products by a carrier of its own selection to Buyer’s place of business or other destination reasonably believed to be suitable or (ii) warehouse the products and charge the Buyer a reasonable warehousing fee.
EXPORT LICENSE. Unless otherwise instructed by the Buyer, the Seller will obtain any and all necessary export licenses necessary to ship these materials, from the United States Government Department of State or Department of Commerce, if so required under the applicable U.S. Government export control regulations. Seller and Buyer specifically acknowledge that this Agreement is conditioned upon the ability of Seller and Buyer to conform to the laws and regulations of the U. S. Government and its various cognizant departments regarding the sale of the Products to Buyer. Any technical data or defense service exported from the United States in furtherance of this Agreement and any defense article which may be produced or manufactured from such technical data or defense service may not be transferred to a person in a third country or to a national of a third country except as specifically authorized in this Agreement unless the prior written approval of the U.S. Department of State has been obtained, and this obligation will remain binding on the Buyer after the termination of this Agreement.
NOTICES. All notices, or communications of any kind under and with respect to this Agreement and the Products shall be in the English language. All legal notices required hereunder shall be given by hand delivery or registered mail. The effective date of each such notice shall be the date upon which it is received.
FORCE MAJEURE. Buyer acknowledges that the delivery dates are based on the assumption that there will be no delay due to causes beyond the reasonable control of Seller. Seller shall not be charged with any liability for delay or nondelivery when due to delays of suppliers, acts of God or the public enemy, compliance in good faith with any applicable foreign or domestic governmental regulation or order, whether or not it proves to be invalid, fires, riots, labor disputes, unusually severe weather, or any other cause beyond the reasonable control of Seller. To the extent that such causes actually retard deliveries on the part of Seller, the time for the performance shall be extended for as many days beyond the date thereof as is required to obtain removal of such causes. This provision shall not, however, relieve Seller from using reasonable effortrs to avoid or remove such causes and continue performance with reasonable dispatch whenever such causes are removed.
DEBARMENT OF BUYER: If Buyer is debarred by the U.S. Government from participating in transactions which involve the export of goods (whether commercial or military), Seller has the immediately available option of canceling this order without liability of any kind to Buyer. If Buyer is debarred by the U.S. Government from selling goods either directly to the government or from providing goods as a subcontractor in fulfillment of requirements originating with the U.S. Government, Seller has the immediately available option of canceling this order without liability of any kind to Buyer.