1.1 General
Orders are only accepted upon and subject to Specac Inc.’s Terms and Conditions of sale as set out in the Proposal and hereunder. To the extent the Purchaser’s terms and conditions conflict with these Terms and Conditions, Specac Inc.’s Terms and Conditions shall prevail unless otherwise specifically agreed in writing, and Purchaser waives any differing terms.
1.2 Product Use
Specac products will not be used for any purpose connected with chemical, biological or nuclear weapons, or missiles capable of delivering such weapons and may not be re-exported or otherwise re-sold or transferred if it is known or suspected that they are intended or likely to be used for such purposes.
1.3 Re-exporting
Specac products may not be re-exported or otherwise re-sold or transferred to a destination subject to UN, EU, UK, OSCE embargo where that act would be in breach of the terms of that embargo; and that the goods, or any replica of them, will not be used in any nuclear explosive activity or unsafeguarded nuclear fuel cycle.
1.4 Price
Unless previously withdrawn, Specac Inc.’s Proposal is valid only for the period stated therein or, when no period is stated, within sixty days only after its date. Prices quoted apply only to the quantities contained therein. Revised quotations must be obtained for alternative quantities. Unless otherwise stated, prices quoted do not include any federal, state, local, property, license, privilege, sales, use, excise, gross receipts or other like taxes which may or may not now or hereafter be applicable.
1.5 Purchase Orders & Change-orders
(a) Purchaser’s issuance of a purchase order based on Specac Inc.’s Proposal (Purchase Order) must be accompanied by sufficient information to enable Specac Inc. to proceed with the order forthwith, otherwise Specac Inc. shall be at liberty to amend the Proposal prices to cover any increase in cost which has taken place after acceptance and amend the delivery times or period accordingly.
(b) Changes requested by Purchaser after Purchaser’s issuance of a purchase order and affecting the ordered scope of work must be accepted by Specac Inc. and resulting adjustments to affected provisions, including price, schedule and guarantees mutually agreed in writing prior to implementation of the change.
1.6 Packing and Shipping
Unless otherwise specified in the Proposal, packaging charges are included in the Proposal and shipping charges are not included in the Proposal.
1.7 Property and Materials Supplied by Purchaser
Any property of the Purchaser from time to time in Specac Inc.’s possession in connection with a proposal or an order shall be held by Specac Inc. at the Purchaser’s risk. The Purchaser waives any liability in contract or at law in respect of loss or damage to same.
1.8 Inspection and Testing
Specac Inc.’s products are subjected to standard protocols of inspection and testing before shipment. Purchaser will be billed, at Specac Inc.’s usual and customary rate for any tests requested by Purchaser whether or not it witnesses such tests. In the event Purchaser delays attending such tests, or carrying out any inspection, for a period fourteen days’ or more, thetests will proceed in Purchaser’s absence and shall be deemed to have been made in Purchaser’s presence.
1.9 Delivery
(a) All products sold by Specac Inc. and manufactured, assembled or warehoused in the continental United States shall be delivered FOB Fort Washinton PA USA. Products shipped from outside the continental United States shall be delivered FOB United States Port of Entry.
(b) Delivery dates are estimates only. Specac Inc. shall not be liable for any total or partial failure to deliver or for any delay in delivery or production due to causes beyond its control, including but not limited to acts of God, acts or inaction of Purchaser, war or civil unrest, priorities, fires, strikes, natural disasters, delays in transportation, or inability to obtain necessary labor or raw materials.
(c) Estimated delivery periods do not begin until Specac Inc.’s receives Purchaser’s written order to proceed and all necessary information, drawings and materials to be supplied by the Purchaser to enable manufacture of the products. Specac Inc. shall not accept penalty clauses for late delivery.
(d) Delivery to the Purchaser shall be deemed to be complete, and responsibility for transportation and custody of the products and their condition will pass to the Purchaser at the moment when the products are delivered by Specac Inc. from Specac Inc.’s premises in Fort Washington, PA to the carrier, or from the United States Port of Entry to the carrier, whichever events apply.
(e) Written notice of any defects and or shortages must be delivered by Purchaser to Specac Inc. within 21 days of Purchaser’s receipt of any shipment of Products.
1.10 Title and Risk of Loss
(a) Title to and ownership of all products sold by Specac Inc. will remain with Specac Inc. until the purchase price for the products has been paid in full.
(b) Notwithstanding any agreement with respect to delivery terms or payment of transportation charges by Specac Inc., risk of loss shall pass to Purchaser upon delivery as set forth in Section 1.7 above.
1.11 Limited Warranty
Specac Inc. warrants for a period of one year following original shipment by Specac Inc. that its products shall be free from material defects in material or workmanship furnished by Specac Inc. Specac Inc. will repair or at its option replace free of charge any product found by it within one year of shipment to be defective in breach of said warranty upon return thereof transportation prepaid to the location specified by Specac Inc. No returns will be accepted without written authorization by Specac Inc. For refurbished or repaired products, the above warranty shall be limited to 90 days unless such repair related to a warranty claim in which case the balance of the one-year warranty for such product shall apply. The foregoing is Specac Inc.’s sole warranty and Purchaser’s exclusive remedy and is in lieu of all other warranties, representations or guarantees, express or implied which are hereby excluded, including warranties of merchantability and fitness for a particular purpose.
1.12 Products Exchange
Should the Purchaser wish to exchange incorrectly ordered products, a standard restocking charge of 20% of the price of the product will be charged. This is operable for twenty-eight (28) days only from the date of delivery of the products to the Purchaser and presumes no damage to the aforementioned returned products. Products may not be returned without prior written approval.
1.13 Minimum Order Charge
A Minimum Order Charge of $100.00 for orders originating in the USA, and $200.00 for overseas orders placed with Specac Inc. will apply. Specac Inc. reserves the right to increase or waive the Minimum Order Charge.
1.14 Terms of Payment
(a) Unless otherwise specifically agreed in writing, the terms of payment are strictly net monthly account, that is payment on or before the end of the month following the month during which Specac Inc.’s invoice is dated. Specac Inc. has the right in its sole discretion following non-observance of the above payment terms, to (i) terminate any existing agreement with Purchaser, (ii) refuse future purchase orders of Purchaser, (iii) refuse or limit the amount of credit to be given to Purchaser, and/or (iv) withhold delivery of any products to Purchaser or Purchaser’s assigns.
(b) In addition, if the Purchaser fails to comply with the agreed terms of payment, Specac Inc. shall have the right, in its sole discretion, without giving notice of default, to charge default interest on the unpaid amount until payment in full. Such interest shall be charged at the rate of 12% per annum but not to exceed the maximum rate permitted by applicable law. Payment of such interest shall not release the Purchaser from its continuing obligation to pay on time.
(c) In addition to any lien to which Specac Inc. may otherwise be entitled, Specac Inc. shall, in the event of the Purchaser being insolvent or failing to pay the purchase
price due under any purchase order or agreement with Specac Inc., be entitled to a general lien on all products of the Purchaser in Specac Inc.’s possession for the unpaid price of the products sold and delivered to the Purchaser by Specac Inc. under this or any other agreement.
1.15 Cancellation
Any order may be cancelled by Purchaser only upon ten (10) days prior written notice and payment of termination charges, including but not limited to, all costs identified to the order by Specac Inc. incurred prior to the effective date of the notice of termination and all expenses incurred by Specac Inc. attributable to such termination, plus a fixed sum equal to ten percent (10%) of the final total purchase price to compensate for disruption in scheduling planned production and other indirect costs.
1.16 Compliance with Laws, Warnings and Indemnification
In those instances in which Specac Inc. provides health or safety information, warning statements, and/or instructions in connection with the installation, use or maintenance, including preventive maintenance, of its products (and Specac Inc. assumes no obligation to do so), Purchaser agrees to comply with all such information, warnings and instructions. Purchaser further agrees to communicate all such information, warnings and instruction to its employees, agents and subcontractors, and to subsequent buyers and users of those products. Purchaser will comply with all applicable laws. Purchaser will indemnify and hold Specac Inc. harmless for Purchaser’s breach of this Section 1.14.
1.17 Export Regulations
Purchaser assumes complete responsibility for compliance with all applicable export regulations. Purchaser agrees to defend, indemnify and hold harmless Specac Inc. from and against any claim, loss, liability, expense or damage (including liens or legal fees) incurred by Specac Inc. with respect to any of Purchaser’s export or re-export activities that are contrary to applicable export and import controls.
1.18 Destination Control Statement
These commodities, technologies or software are exported from the United States in accordance with the Export Administration Regulations. Diversion contrary to U.S. law is prohibited.
1.19 Government Contracts
If the items purchased hereunder are to be used in fulfilling a contract with the United States Government, Specac Inc. will comply with all mandatory provisions required by the government applicable to Specac Inc., provided that Purchaser gives Specac Inc. written notice of such provisions in sufficient time to permit compliance.
1.20 Entire Agreement, Governing Law and Severability
(a) The terms of the Proposal and those set forth herein constitute the entire agreement between Specac Inc. and Purchaser. There are no agreements, understandings, restrictions, warranties, or representations between Specac Inc. and Purchaser other than those set forth or provided herein, and in the Proposal.
(b) These Terms and Conditions shall be construed in accordance with the laws of the State of Illinois. If any Term or Condition hereof is found to be illegal or non-enforceable, the balance hereof shall remain in full force and effect.
1.21 Limitation of Liability
(a) In no event shall Specac Inc., or its suppliers or subcontractors be liable to Purchaser or any third party for special, indirect, incidental or consequential damages, whether in contract, warranty, tort, negligence, strict liability or otherwise, including, but not limited to loss of profits or revenue, loss of use of its products or any associated products, cost of capital, cost of substitute products, facilities or services, downtime costs, delays and claims of customers of Purchaser or other third parties for any damages with respect to any matter whatsoever arising out of or relating to the products, these Terms and Conditions or any agreement between the parties. Specac Inc.’s liability for any claim whether in contract, warranty, tort, negligence, strict liability, or otherwise for any loss or damage arising out of, connected with, or resulting from the products, these Terms and Conditions or any agreement between the parties or the performance or breach hereof or thereof, or from the installation, inspection, operation or use of any products covered by or furnished under these Terms and Conditions, or from any services rendered in connection therewith, shall in no case exceed the purchase price of the specific product or products giving rise to the claim.
(b) All causes of action against Specac Inc. arising out of or relating to these Terms and Conditions and any agreement between the parties or the performance or breach hereof or thereof shall expire unless brought within one year of the time of accrual thereof.
Specac, Inc.
414 Commerce Dr., Suite 175
Fort Washington
PA 19034, USA