Terms and conditions of sale
1. Parties
American Automation (LLC Seller) offers under these terms and conditions (this "Agreement") to supply the items and/or services identified in the quotation, proposal, or acknowledgment expressly conditional upon the Buyer's acceptance.
2. Acceptance of Order
Buyer's terms and conditions shall not alter these Terms in any respect and shall not apply to this transaction unless specifically agreed to in writing on the face of Seller's sales contract form. Any Buyer terms or purchase order shall be considered only as an offer not binding on Seller unless accepted in written form.
3. Prices
All prices quoted are for immediate acceptance by Buyer, in the quantities shown, and are subject to revision or cancellation by Seller at any time prior to written acceptance by Buyer and after that acknowledged by Seller. The Buyer grants to Seller the right, at any time during the term of this Agreement, to revise prices to reflect increased material and production costs, and such revised prices will apply to all goods thereafter shipped. The buzzer can reject this updated prices within 10 days and cancel outstanding orders.
4. Payment
Payments are due corresponding to written quotes. Shall the payment not be specified in the quote, cash before delivery is to be assumed. Buyer agrees to pay taxes appearing on the invoice no later than the time of payment. Payment shall be made in U.S. Dollars. Seller reserves the right to determine the possible method of payment. Seller reserves the right to deny or revoke credit to Buyer.
Shall the Buyer fail to pay for goods on time, Seller reserves the right to deny credit even for outstanding deliveries with approved credit. Late payments shall include interest on the amount of the late payment, calculated at an annual rate of 18% or the highest legal rate, whichever is lower, for each day beyond the due date that such payment is late.
5. Delivery
The goods sold will be shipped from the location stated on the quote, or if not otherwise noted from Blacksburg, VA. Delivery terms are EXW (Incoterms 2012) shipping point and buyer is responsible for all freight, handling, and insurance costs, the provider of which will be selected by Buyer. Shipping dates are approximate only and Seller reserves the right to make delivery in installments and back order goods unless Buyer expressly states otherwise in Buyer's purchase order. Partial shipments have also to be paid for according to aligned payment options. Seller is not liable for transport losses or any damages that happen after the products leave the sellers facility. Seller is not liable for any costs caused by delayed shipments. Claims for shortages must be made within 5 business days after receipt of goods.
6. Title and ownership
Title and ownership of sold goods remain with Seller until payment is made in full, including any additional charges.
7. Taxes
Seller's prices do not include federal, state, or local sales, use or excise taxes, however designated, levied or based on the price or value of the Agreement, or the purchase price or value of the goods or services specified in the Agreement. Any taxes which Seller may be required to pay or collect, under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use, or consumption of any of the material covered hereby, including taxes upon or measured by the receipts from the sale thereof, shall be paid for by Buyer. Taxes will be added to the sales price where Seller invoices the same in order to comply with law.
8. Modifications / Updates / Upgrade
Seller may modify products and manufacturing processes of goods sold to buyer without further notice as long as the good doesn’t change in form, fit and function.
9. Changes to contract
Any changes must be agreed in an unambiguous written form. Any cost and lost of profit caused by changes requested by the Buyer must be compensated by the buyer.
10. Equipment warranties and remedy
The warranty period for newly manufactured items shall extend 12 months from the date of shipment by Seller unless a different warranty period is agreed to by Seller. The warranty covers defects that impair the specification of the products. The warranty doesn’t cover wear and their or damages done to the products. In a warranty case the Seller can decide if the good will be repaired or replaced with a new item. The liability of the seller is limited to repair or replacement of the product. Warranty claims have to be made in written form.
11. Acceptance of Goods
The Buyer is responsible to inspect goods immediately upon its receipt of the goods in its facility. Claims towards the Seller in regards to the delivery must be made within 30 days. Claims made after the 30 days won’t be effective.
12. Non-Disclosure of Confidential Information
Buyer shall not disclose any confidential Seller’s information if not approved in written form by Seller.
13. Default
Missing payments of the purchase price for the goods, or the insolvency, bankruptcy, assignment for the benefit of directors, or dissolution, liquidation, or winding up of the business of Buyer, shall constitute a default under the Agreement. In such event, Seller may decline to make further shipments and terminate this Agreement
14. Act of God
Seller shall not be required to perform its obligations under the Agreement, or be liable for its failure to perform if nonperformance is caused by any Act of God, like strikes, war, power failures, catastrophes and so on not in control of the Seller.
15. Assignment
Without written approval by the Seller this Agreement is not assignable.
16. Amendment
Amendments require the written consent by the General Manager of the Seller.
17. Compliance with Law
Buyer shall comply with all applicable Federal, State and local laws including but not limited to: laws concerning procurement integrity (particularly subsections 27(a), Section 319 of the Interior and Related Agency Appropriation Act, Public Law 101-121, (d) and (f) of the Office of Federal Procurement, Policy Act, as amended, 41 U.S.C. §423 and FAR 3.104-3; DoD Directive 5500.7; commonly referred to as the "Byrd Amendment," (31 U.S.C. §1352); laws governing lobbying activities (2 U.S.C. §261 et seq., particularly § 267); laws prohibiting the giving of bribes (18 U.S.C. §201(b) or gratuities (18 U.S.C. §201 (c)); the U.S. Congressional Gift Rules; the Foreign Corrupt Practices Act of 1977, as amended, (15 U.S.C. §78m, 78dd-1, 78dd-2, and 78ff); and the International Traffic in Arms Regulations (ITAR) (22 C.F.R. Parts 120-130), including, but not limited to, the reporting obligations set forth in 22 C.F.R. § 130.9. Buyer acknowledges that if items purchased are to be exported, Buyer has the complete responsibility and agrees to comply with all export laws and regulations of the U.S. Department of Commerce and of the U.S. State Department.