Orders. All orders are subject to acceptance in writing by the Protectowire Co., Inc. (“Seller”). Seller and Buyer agree that use of Seller’s purchase and sale order is required, that our agreement is specifically evidenced solely by that purchase and sale order, and that the purchase and sale order must be signed by both parties to be binding. Any order, sale, or contract arising from this offer or otherwise in connection with the subject project shall be deemed to include all the terms and conditions hereof. No additional or different terms and conditions that may be in the Buyer’s forms or otherwise proposed by Buyer will be binding on Seller unless accepted in writing by Seller.
General. Materials and equipment sold by Seller are intended only for use as parts of complete Seller systems furnished by Seller for installation in accordance with the directions and diagrams furnished with them. They are not intended for use in any other way nor for connection to any other equipment or systems except as specifically recommended or approved by Seller in writing. Such use voids all warranties. Seller takes no responsibility for self-designed systems or use of its products in such systems. Such use voids all warranties. It is also a condition of every sale and delivery by Seller, as evidenced by Buyer’s “acceptance” (as defined below) of Seller’s goods purchased Thereunder, that under no condition is Seller an insurer of either persons or property protected by its systems and that its responsibility is limited to the following warranty.
Warranty. When used specifically, as set forth above, materials and equipment furnished by Seller, except batteries, are warranted against inherent defects in materials or workmanship for one year from the date of shipment from Seller’s F.O.B. location. Batteries are warranted for 90 days from the date of such shipment. However, as to either, it is Buyer’s responsibility to make an immediate claim to the company transporting equipment for cracked or otherwise damaged units. This warranty is limited to repair or replacement (at Seller’s option) at the factory or parts found upon inspection to have been inherently defective, and it specifically excludes any and all other costs, charges, or claims of any kind whatsoever. SELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESSED OR IMPLIED, AND SELLER DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES WILL SELLER BE RESPONSIBLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. ACCEPTANCE OF THIS AGREEMENT IS EXPRESS ACCEPTANCE OF THIS SECTION.
Acceptance. Acceptance by Buyer shall be deemed made on: (1) signing an acknowledgment hereof; (2) execution, by you or your authorized agent, of this Agreement; (3) oral notice accepting these terms; (4) performance consistent herewith including without limitation product acceptance; (5) part performance hereof because that will be relied upon as acceptance of this entire Agreement; and (6) as otherwise provided under law.
Literature, Drawings, Prints, Operating Manuals, Etc. Literature, drawings, and other descriptive material furnished as a basis for equipment approval will be in standard form and detail as commonly furnished by the Seller and are designed for common and usual installation. It is Buyer’s obligation to notify Seller in writing of any special circumstances, and it is Buyers sole responsibility to engineer for such warranties. Unless otherwise stated in the quotation, one complete set of operating and maintenance manuals will be furnished following completion of manufacture. Additional copies of any of the above and new or altered drawings and prints thereof furnished by the Seller will be charged for at commercial rates the number of such charges being an agreed addition to the quoted lump sum price.
Electric Service Characteristics. Equipment such as Power Supply Units, Control Units, and Transmitters requiring a direct connection to an electric service supply is designed, approved, and listed only for connection to a supply of specified characteristics, as stated in the applicable descriptive material. Unless otherwise specifically stated herein, this quotation does not include transformers or other equipment which may be required to alter the available service supply to the input requirements of the alarm system.
Deliveries. All delivery dates are estimates only, are subject to change, and may not be relied upon. The Seller, therefore, is not an indemnity for any damages, losses, or claims whatsoever due to inability to perform by such dates. Shipment dates automatically adjust based on delays due to a provision by Buyer of all information required by the Seller for manufacture. Methods of Shipment. All shipments will be F.O.B., Seller’s facility in Plymouth, Massachusetts, U.S.A. Risk of loss passes on delivery to the carrier shipments, except for minor items, will be made by surface freight with full value declared unless instructed otherwise by Buyer. An extra charge will be made for export packing. The Seller shall not be liable for any delay in the delivery of, or damage to, or loss of goods occurring after delivery to a carrier. It shall be the sole responsibility of the Buyer to take such steps as may be necessary to perfect his claim against the carrier.
Shortage or Variance. The Seller shall not be liable for any variance between the number or description of goods delivered and the number or description of goods ordered unless the Seller shall receive written notice (within a reasonable time after shipment, such time not to exceed thirty (30) days of such variance and such proof thereof as the Seller may require. The liability of the Seller in the event of an established variance shall be limited to furnishing any item not delivered or exchanging the proper item for any item shipped in error.
Returns or Exchanges. Materials and equipment manufactured on special order or furnished under government specifications cannot be considered for return or exchange. Other items may be considered for return or exchange by Seller in its sole discretion within thirty (30) days after shipment from the factory if return shipment is made in accordance with instructions furnished when the return is authorized in writing by Seller. The Protectowire Co., Inc. reserves the right, without prior notification or compensation to Buyer to dispose of as it sees fit of any materials or finished products in its inventory as a result of an order cancellation by the Buyer. Private labeled products are non-returnable.
System Disclaimer. When Seller’s equipment is purchased for connection to equipment made by others, Seller disclaims any responsibility for the operation, function or condition and any and all other matters Buyer will indemnify and hold Seller harmless from and against claims, damages, suits, liabilities, costs, and expenses (including reasonable attorney fees) arising out of any matter pertaining thereto. Unauthorized modification or substitution of components made to Seller’s control equipment will be considered a misapplication of the equipment, and as such, will void Seller’s warranties.
Clerical Errors. All clerical errors are subject to correction.
Taxes. All sales, use, excise, and other taxes are to be paid by Buyer unless otherwise specified. All required forms are to be prepared and filed by Buyer.
Costs of Collection. All costs of Seller enforcing the terms hereof, including all costs of collection, plus all reasonable attorney fees and court costs with required thereto, shall be payable by Buyer to Seller on demand. U.S. Dollars. All prices quoted and payments required shall be made in U.S. Dollars.
Transfer of Title. Title to the purchased goods will not pass to the Buyer until they have been paid for in cash or by an instrument which is honored by the person or bank upon whom it is drawn. Seller specifically reserves to itself full title until then.
Complete Agreement. This writing constitutes the final expression of the agreement between Buyer and Seller, supersedes all prior agreements, and is a complete and exclusive statement. No change or waiver of any such terms shall be effective unless expressed in writing and signed by an officer of the Seller. The terms “Seller” and “Buyer” shall include their respective successors and assigns. Buyer may not assign any interest. Thereunder or pertain hereto without Seller’s prior written authorization. Massachusetts law applies to all matters and disputes. Notwithstanding anything else, Seller will not be responsible for performance or delays due to circumstances beyond its control (including without limitation those resulting from events of Force Majeure).
(REV. Nov. 2018)