1. Payment terms are specified in the quotation.
2. All prices are ex. works Metrology Sensors GmbH, 66740 Saarlouis, Germany unless otherwise specified and are firm for thirty (30) days from date of quotation.
3. Title to merchandise passes to the Purchaser upon Company delivery to a carrier at
Metrology Sensors GmbH, 66740 Saarlouis, Germany
4. Purchaser can specify the shipping method. Shipping cost normally will be paid by the purchaser unless otherwise specified.
5. If the financial condition of the Purchaser is not satisfactory to Company, the Company may cancel the order or require full or partial payment in advance.
6. Prices published in price lists are not offers to sell and are subject to
change without notice. General price information should be specifically confirmed.
7. The Company reserves the right to change or modify, at any time or without notice, any product without incurring any obligations to make changes to products previously sold or to discontinue the manufacture of any product.
8. Any acceptance by Metrology Sensors GmbH of the buyer’s order is expressly conditional on the buyer’s assent to any additional or different terms and conditions contained herein.
9. The Company reserves the right to make partial shipments of equipment as fabrication is completed. Partial shipments will be invoiced at standard terms.
10. Delivery information is approximate and refers to time of delivery to carrier and is made in good faith. Delivery schedules are not guaranteed and the company will not accept any liability for any penalty or damages, liquidated or otherwise, for delayed shipments or installation.
11. In the event of cancellation of the agreement, Purchaser shall pay the Company promptly upon receipt of invoice from the Company:
(a) The full contract price for all products which shall have been completed prior to the Company’s receipt of notice of cancellation.
(b) A penalty equal to 60% of the value of the units not manufactured from the commitment.
12. The company represents and warrants only to Customer that the Products, at the time of their delivery to the address set forth in the Sales Order and for twelve (12) months thereafter (the “Warranty Period”), will materially: (i) conform to the specifications for the Products available on the company website at the time of acceptance of the Sales Order (the “Product Specifications”); and (ii) be free from defects in materials and workmanship (the “Product Warranty”).
13. The company’s liability under this warranty or any other warranty whether expressed or implied in law or fact shall be limited to the repair or replacement of defective material and workmanship; and in no event shall the company be liable for consequential or indirect damages.
14. Acceptance of this offer is expressly conditional on purchaser’s acceptance of all company’s terms. Neither modification of, nor addition to, the foregoing terms of sale and shipment, oral or written, nor any conflicting terms or condition incorporated in purchaser’s order, are a part of the contract unless specifically agreed to by the company in writing and signed by an officer of the company.
15. The company makes no representations as to whether goods being sold are free of the
rightful claim of any third person by way of infringement of similar claims and disclaims any warranty against infringement or similar claims with respect to the goods.
16. Selected hardware, drawing, diagrams, manuals, specifications, and other materials
furnished by Company relating to the use and service of articles furnished hereunder,
including any information, may be identified as proprietary to Company. Such hardware,
diagrams, manuals, drawings, specifications and other materials, have been developed at great expense and are considered to be trade secrets of Company. Buyer may not reproduce in any way without the expressed written permission of Company, such diagrams,
drawings, manuals, specifications and other materials, except as needed to operate and maintain the equipment supplied by Company (except information as may be established to be in the public domain or disclosed pursuant to judicial or Government action) shall be received in confidence and Buyer shall exercise reasonable care to hold such information in confidence.
17. No agent, employee or representative of the Company has the authority to bind the
Company to any affirmation, representation or warranty concerning the goods sold under
this contract, and unless an affirmation, representation or warranty made by an agent,
employee or representative is specifically included within this bargain, it shall not in any way be enforceable by the Purchaser.
18. This contract shall be governed in accordance with the laws of Federal Republic of Germany
Should any term of condition contained in the contract contravene or be invalid under applicable law, the contract shall not fail by reason thereof, but shall be construed in the same manner as if such.