ELEV1 MOTOR ASSY _ Ametek Pittman_ 2384-ME5135

Description

Description:
MCG 2384-ME5135, ELEV1 MOTOR ASSY
“This listing expressly limits any Buyer's acceptance to Universal Instruments Corporation’s Terms and Conditions of Sale (the “Terms”), as shown below. These Terms prevail over any terms or conditions contained in any other documentation and expressly exclude any of Buyer's general terms and conditions or any other document, including any Purchase Orders, issued by any Buyer in connection with this listing.”
UNIVERSAL INSTRUMENTS CORPORATION - TERMS AND CONDITIONS OF SALE (SPARE PARTS)
1. Definitions
"Seller" means Universal Instruments Corporation.  "Buyer" shall mean the person or entity to whom this listing is addressed, which person or entity is bound by the terms and conditions set forth herein. “Terms and Conditions” shall mean this Universal Instruments Corporation – Terms and Conditions of Sale.
2. Conditions of Agreement
This listing is intended as an offer to sell the specific goods and or services (“Product(s)”) described above (or attached hereto) at the prices and quantity stated therein.  Seller hereby expressly objects to any terms contained in Buyer’s acceptance that are different from or additional to those contained in this offer, including but not limited to those specified on Buyer’s (i) purchase order(s) and (ii) any website(s), portal(s), and the like.  The Terms and Conditions set forth herein may not be changed, modified or added to except in a written agreement signed by Seller.  Acceptance of this listing by Buyer shall constitute Buyer’s agreement to be bound by the Terms and Conditions set forth herein, regardless of any contrary provisions contained in any Buyer purchase order
, website(s), portal(s), and the like,
or other form of acceptance of Buyer.  This offer is contingent upon approval of Buyer’s credit by Seller.
3. Shipping Terms
3.1
Terms of delivery
are ExWorks Seller’s dock (i.e.: global manufacturing and warehouse locations)
(Incoterms 2020).
3.2
Seller’s price includes packing and packaging for shipment by padded air ride van or air shipment, as reasonably specified by Buyer.  An extra charge will be made for ocean and other special packing, including any packing beyond standard requirements and general practices in the industry
.
Buyer shall specify the carrier and coordinate the schedule for pick-up with Seller’s personnel. In the event Buyer fails to timely specify the carrier, Seller shall be authorized to select the carrier and coordinate pick-up. In no event will Seller be responsible for delay, breakage or damage after the Product is delivered to the carrier in good order.  Risk of loss will pass to Buyer upon delivery of the Product to the carrier at Seller's dock.  Claims for breakage and damage shall be made to the carrier.  Partial shipments and transshipments by Seller are allowed.
3.3
After delivery and until Buyer shall have paid in full for all Products covered by this Agreement, Seller shall retain a purchase money security interest in the Products and is hereby authorized to file a financing statement to perfect its security interest.  Buyer represents and warrants that it has and will maintain in force insurance adequate to protect Seller’s interests hereunder, and, if requested, shall supply Seller copies of insurance certificates as evidence thereof.
4. Delivery, Installation, and Acceptance
4.1
The delivery date(s) is Seller's best estimate of when Product will be shipped from its factory. Seller shall not have any liability for losses or damages due to delays in delivery.  Delivery date(s) will be established at the time a purchase is acknowledged.
4.2
Delivery date(s) are contingent upon, waived only at Seller’s sole discretion:
4.2.1 credit approval of Buyer.
4.2.2 timely receipt by Seller of required financial documents from Buyer, including reasonable adequate financial assurances.
4.3
Seller shall not be responsible for and Buyer shall have no right of cancellation for delays in Seller's performance due to causes beyond Seller's control including, but not limited to, accidents, acts of God, acts and omissions of any governmental authority, including tariffs, declared or undeclared wars, terrorism, explosions, strikes or other labor disputes, failure of suppliers to deliver, fires and natural calamities (including floods, earthquakes, storms and epidemics), changes in the law, and delays in obtaining (or the inability to obtain) labor, materials or services through Seller’s usual sources at normal prices, riots, embargoes, fuel shortages, power shortages, materials or supply shortages, delay or default of common carriers, transportation delays, or without limiting the foregoing, any other cause or causes, whether or not similar in nature to any of these specified herein or which are beyond Seller’s reasonable control. Seller shall have the additional right, in the event of the occurrence of any contingency above, to extend the Product delivery date for a period of time equal to the time actually lapsed by the reason stated above.
4.4
All Products purchased by Buyer pursuant to these Terms and Conditions shall be deemed accepted by Buyer.
5. Payment Terms
5.1
Seller will invoice upon shipment of Product. Payment is due in full, in US funds, Net 30 days from date of invoice, unless otherwise listed.
5.2
Late payments are subject to interest charges at the maximum legal rate.
5.3
Each shipment of the Products under each purchase shall be considered a separate and independent transaction and payments thereunder shall be made accordingly.
6. “As-Is” Products
6.1
All Products are sold “AS IS” without any warranty of any kind and all sales are final. Any and all warranties in any other terms or conditions, shall not apply to this listing or the Products therein.
6.2
ALL REPRESENTATIONS, WARRANTIES, TERMS OR CONDITIONS, ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARISING FROM THE COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, QUALITY OF INFORMATION, QUIET ENJOYMENT OR OTHERWISE (INCLUDING IMPLIED WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INTERFERENCE, OR NON-INFRINGEMENT) ARE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCLUDED FROM THESE TERMS AND CONDITIONS.
7. Limitation of Liability
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST REVENUES, LOST PROFITS OR ANY OTHER INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE LOSSES OR DAMAGES (INCLUDING BUT NOT LIMITED TO, LOST DATA, LOSS OF USE, LOST BUSINESS OPPORTUNITIES OR OTHER ECONOMIC ADVANTAGE, OR LOSS OF GOODWILL OR FOR THE COSTS OF PROCURING SUBSTITUTE PRODUCTS), HOWEVER CAUSED, WHETHER IN ACTION FOR BREACH OF CONTRACT, STRICT LIABILITY, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.  IN NO EVENT WILL SELLER’S LIABILITY EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY BUYER TO SELLER FOR THE PRODUCT(S) GIVING RISE TO SUCH CLAIM(S). FOR THE AVOIDANCE OF DOUBT, THE PARTIES HEREBY EXPRESSLY AGREE THAT THE CATEGORIES OF DAMAGES DESCRIBED HEREIN CONSTITUTE SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WOULD BE CONSIDERED DIRECT DAMAGES UNDER APPLICABLE LAW. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS AND CONDITIONS IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
8. Taxes
Taxes, duties and fees are the responsibility of Buyer. Buyer shall pay all applicable sales, use, turnover, VAT, GST, or other taxes, duties, and fees of any nature whatsoever due upon sale or importation of Products directly to the collection authority.  In the event, Seller is required by a third party to pay any such tax, duty, or fee, Buyer shall reimburse Seller therefore promptly upon notice by Seller.  Buyer hereby indemnifies Seller against any claims, penalties or suits arising from failure to pay any such taxes as may be legally due.
9. Insolvency and Assignment
Either party shall have the right to cancel any order in the event that the other party becomes bankrupt or makes a general assignment for benefit of creditors.  Buyer may not assign any of its rights or obligations hereunder without the prior written consent of Seller, which will not be unreasonably withheld. If Seller believes reasonable doubt exists as to the Buyer’s financial solvency, Seller shall have the right, without prejudice to any other remedies, to suspend performance, decline to ship, or stop any Product in transit until Seller receives adequate assurance of such payment. When adequate assurances are received, any shipment dates will be adjusted to reflect the temporary delay with no further liability to either party.
10. Law
This Agreement shall be governed by, subject to and construed according to the substantive laws of the State of New York, notwithstanding the conflict of laws provisions. In the event this Agreement is not enforceable under such laws and shipments will be to the People’s Republic of China, this Agreement shall be governed by and construed in accordance with the laws of the People’s Republic of China. The United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded.
11. Dispute Resolution
In the event that a dispute between the parties cannot be amicably resolved within six (6) months of the date upon which a written complaint is first made, then such disputes may otherwise be resolved, but only by commencement of a legal action in a court of competent jurisdiction that is located in Binghamton, New York.  The parties also agree that New York law shall govern such litigation, and that neither arbitration nor mediation shall be used to resolve any dispute unless a prior written agreement to do so is executed by both parties.
12. Export
Buyer hereby acknowledges that the Products supplied by Seller under these Terms and Conditions may be subject to the export control laws and regulations of the United States and certain other countries. Buyer shall be responsible for obtaining all licenses and permits to export or import the Products, and shall comply with all applicable laws, rules and regulations concerning export from the United States or re-export of any item purchased hereunder, and shall notify Seller prior to any such export activity. Without limiting the generality of this Section 12, Buyer agrees that it will not sell, supply, export, re-export, transfer or divert any of the Products or parts thereof directly or indirectly to: (i) any country or region subject to a United States Government export embargo, or any person or entity located in any such country; (ii) any person or entity listed on any United States Government’s list of prohibited and restricted parties; or (iii) any other person or entity for use, directly or indirectly, in any activities related to the proliferation of nuclear, chemical or biological weapons, or any ballistic missiles, rockets or unmanned aerial vehicles. To the extent that any export license, permit or other government authorization is required under any of those export control laws and regulations in order for Seller to supply the Products to Buyer, Seller shall have no obligation, and shall be excused from performance, under these Terms and Conditions, in the event that Seller is unable to obtain such export license, permit or other government authorization.
13. Severability, Headings
Any provision hereunder found to be legally unenforceable under New York law or China law, as applicable, shall be deemed deleted and replaced with a legally enforceable provision having the closest possible intent.  All other provisions shall remain in full force and effect.  Headings and subheadings are for convenience only and shall not be construed to limit the applicability of individual provisions or sub provisions.
14. Confidential Information
14.1
Confidential Information shall mean any information relating to Seller's business, financial condition, client lists, client files, strategies, plans, costs of procedures, overhead costs, operations, concepts, products, including the Products themselves, parts, design, layout, images, language, source code and other software, accompanying documentation for any existing or proposed product or service, research, development, testing, the performance of any prototype related to any existing or proposed product or service, or any other information marked "confidential," "proprietary," or with a similar legend or (ii) by its nature would be understood by a reasonable person to be proprietary or confidential. All Confidential Information is provided “AS IS”.
14.2
Buyer shall hold in confidence and safeguard Confidential Information received under this Agreement and shall exercise the same degree of care to prevent disclosure to others as it takes to preserve and safeguard its own Confidential Information, but in any event, it shall exercise no less than a reasonable degree of care.  Further, internal disclosure by Buyer shall be limited to only those of its employees who are bound by confidentiality obligations at least as protective as those set forth herein and who have a direct need to know to fulfill the purpose of this Agreement.  Internal copying of Confidential Information by Buyer shall be kept to the minimum necessary for the efficient conduct of business, and all confidentiality labels shall be reproduced in full on all copies, whether whole or partial.
14.3
Buyer may use Confidential Information solely for the purpose of determining whether entering into a further agreement with Seller is in the best interest of Buyer or for the purpose of facilitating an ongoing, working relationship between itself and Seller or in the furtherance of its business obligations to Seller.  Buyer may not use Confidential Information for any other purpose including, without limitation, the use of Confidential Information to compete with Seller or to enable any third party to compete with Seller. Buyer shall not reverse engineer, reverse-compile, reverse-assemble, synthesize, decompile, or disassemble Confidential Information without the prior written permission of Seller.