Standard TERMS AND CONDITIONS. Unless otherwise noted in the quotation and/or invoice provided, the following are the standard terms and conditions presiding over any and all sales:
1.PAYMENT. Buyer shall make payment in full, prior to delivery of the equipment and/or service perform unless otherwise agreed. Payment shall be made through wire transfer, with remittance made to bank details provided in payment invoice. Buyer shall pay and is responsible for all sales commissions and applicable local relevant sales taxes (city, county, state, country), unless otherwise directed. If applicable, Buyer shall include the invoice number in the comments section on check.
2.DELIVERY AND RISK OF LOSS. Seller's liability for delivery shall cease and title and all risk of loss or damage shall pass to the Buyer upon the Seller making
the Equipment available to the Buyer on the delivery date at the EXW point, regardless of any provision for payment of the freight or insurance or the form of
the shipping documents. Equipment held by the Seller for the Buyer shall be at The Buyer's risk and expense. Buyer shall pay any packing, packaging, loading,
transportation and insurance costs deemed necessary from the EXW point. Or, in the case of services provided, when service has been performed to the specifications detailed in the quotation/invoice.
3. LIMITED WARRANTY. Excepting any warranty specifically outlined in the quotation details, the equipment is used and is sold "as is", with all faults and defects, and without any warranty. Seller expressly disclaims all other warranties express or implied, including, but not limited to, any implied warranty of merchantability or fitness for
a particular purpose. All software, if any, is sold "as is" and without warranty of any kind, seller expressly disclaims all warranties express or implied on software, including but not limited to, non-infringement of third party rights, and any implied warranties of merchantability or fitness for a particular purpose. Seller does not warrant that the functions contained in the software will meet buyer's requirements, or that the operation of the software will be uninterrupted or error-free.
No oral or written information or advice given by the seller or an authorized representative shall create a warranty or in any way increase the scope of this
warranty. The buyer accepts the risks of use and except as otherwise stated herein such risks fall solely on the buyer. The buyer expressly understands and agrees that the seller does not warrant that the equipment or software is free of claims of intellectual property infringement by any third party. The seller hereby disclaims any such warranty or indemnification against intellectual property infringement, including, but not limited to, patent infringement.
4. LIMITATION OF LIABILITY. In no event shall the seller be liable for any indirect, special, incidental or consequential damages resulting from the seller's performance or failure to perform under this sale, or the furnishing, performance or use of any equipment or software sold pursuant hereto, whether due to a breach of contract, breach of warranty, strict liability, the negligence of the seller, or otherwise.
5. INDEMNIFICATION. The Buyer, on behalf of itself and its employees and agents, shall indemnify, defend and hold harmless 88 Equipment Engineering and Process Consulting, Inc., its subsidiaries and affiliates and their directors, officers, agents and employees from and against any and all liabilities, claims, demands, damages, causes of action, losses, expenses and attorney's fees, whether known or unknown, arising out of the Buyer's use of the Equipment and/or services.
6. GOVERNING LAW. This agreement shall be governed by and construed in accordance with the laws of California, USA. The parties agree that California
courts have jurisdiction over them and this agreement, that Santa Clara, California, USA is an appropriate venue for any litigation arising hereunder, and that all
litigation related to this Agreement shall, to the extent possible, be conducted in Santa Clara, California, USA.
7. ACCEPTANCE AND PERFORMANCE. Time is of essence in the execution and performance of this Agreement. Buyer shall have this Agreement executed by a duly authorized representative of the Buyer and return it to the seller within seven (7) days of the date set forth above.
8. TAXES. Unless otherwise specified on the face hereof, stated prices do not include any customs duties, sales, use, value added, excise, goods and services,
federal, state, local or any other similar taxes. All such duties or taxes shall be paid by the Buyer, or, in lieu thereof, Buyer shall provide seller with appropriate resale or exemption certificate.
9. FORCE MAJEURE Seller shall not be liable for any delay in performance directly or indirectly caused by or resulting from acts of God, fire, flood, accident,
riot, war, government intervention, embargoes, strikes, labor difficulties, equipment failure, late delivery by suppliers or other difficulties which are beyond the reasonable control of the Seller.
10.CONSIDERATION OF BIDS The Seller reserves the right to reject any and all bids at any time for any reason or no reason.
11. SOFTWARE This is a sale of hardware items only and does not include a sale or license of program code (software) in any form, regardless of whether such
software has been packaged with, integrated into or otherwise included with the Equipment. Any software included with the item may be the property of a third
party. The Buyer agrees to destroy all such software or to obtain an appropriate license for it's continued use.
12. TERMS AND CONDITIONS. This sale is subject to, and the Seller's acceptance is conditioned upon, Buyer's assent to the terms and conditions stated
herein and on the face hereof, which are in lieu of, and replace any and all terms and conditions set forth in any documents issued by Buyer, including, without
limitation, purchase orders and specifications. Any additional, different, or conflicting terms and conditions on any such document issued by the buyer at any
time are hereby objected to by the seller, and any such document shall be wholly inapplicable to any sale made hereunder and shall not be binding in any way on the seller. By accepting this order, 88 Equipment Engineering and Process Consulting, Inc's Terms and Conditions supersede any other relating to the purchase. No remedy set forth herein shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. The prevailing party or parties to any litigation or other proceedings arising out of this Agreement shall be entitled to recover its legal costs and attorney's fees from the other party or parties. Furthermore, 88 Equipment Engineering and Process Consulting, Inc reserves the right to charge interest of up to 20% APR on the disputed amount If it is determined by a court of competent jurisdiction as part of a final non-appealable ruling, government action or binding arbitration that any provision of this agreement (or part thereof) is invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the state intention of the parties, while the remainder of this Agreement shall remain in full force and effect and bind the parties according to it's terms. All section headings herein are for convenience only and are in no way to be construed as part of this Agreement or as a limitation or expansion of the scope of the particular sections to which they refer. No modification or amendment to, this Agreement, (including any implied waiver) shall be effective unless in writing signed by all parties hereto. This Agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof and merges all prior or contemporaneous agreements and understandings (whether written, verbal or implied) of the parties with respect thereto.
13. CANCELLATION. If after any agreement has been reached and a buyer Purchase Order has been issued to 88 Equipment Engineering and Process Consulting, inc, if the Buyer cancels the PO, a subsequent fee of thirty percent (30%) of PO value will be assessed to the buyer.