Ametek Drexelbrook ThePoint Series, Installation And Operating Instructions Manual, Page: 68 / 70

Form 440-0001-001 3/1/2006
TERMS AND CONDITIONS OF SALE
GENERAL: ALL ORDERS ARE SUBJECT TO THE FOLLOWING TERMS AND
CONDITIONS. ANY ACCEPTANCE OF ANY OFFER OF BUYER FOR ANY GOODS OR
SERVICES IS CONDITIONED UPON THESE TERMS AND CONDITIONS, AND SELLER
OBJECTS TO ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY BUYER IN
ANY DOCUMENT, WHICH SHALL NOT BE BINDING UPON SELLER. No salesman or
other party is authorized to bind the AMETEK DREXELBROOK Division of AMETEK, Inc.
(hereinafter “Seller”) by any agreement, warranty, statement, promise, or understanding not
herein expressed, and no modifications shall be binding on Seller unless the same are in
writing and signed by an executive officer of Seller or his or her duly authorized
representative. Verbal orders shall not be executed until written notification has been received
and acknowledged by Seller.
QUOTATIONS: Written quotations are valid for thirty (30) days unless otherwise stated.
Verbal quotations expire the same day they are made.
PRICES: All prices and terms are subject to change without notice. Buyer-requested
changes to its order (“Orders”), including those affecting the identity, scope and delivery of the
goods or services, must be documented in writing and are subject to Seller’s prior approval
and adjustments in price, schedule and other affected terms and conditions. Orders requiring
certified test data in excess of commercial requirements, are subject to a special charge.
ORDER ACCEPTANCE: All Orders are subject to final approval and acceptance by Seller at
its office located at 205 Keith Valley Road, Horsham, Pennsylvania 19044.
TERMS OF PAYMENT: Seller’s standard terms of payment for Buyers who qualify for credit
are net thirty (30) days from date of invoice. All invoices must be paid in United States dollars.
CREDIT: Seller reserves the right at any time to revoke any credit extended to Buyer or
otherwise modify terms of payment if Buyer fails to pay for any shipments when due or if in
Seller’s opinion there is a material adverse change in Buyer’s financial condition. Seller may,
at its option, cancel any accepted Order if Buyer fails to pay any invoices when due.
DELIVERY: Shipments are F.O.B place of manufacture (“Shipping Point”) and the Buyer shall
pay all freight, transportation, shipping, duties, fees, handling, insurance, storage, demurrage,
or similar charges from Shipping Point. Delivery of goods to common carrier shall constitute
delivery and passing of title to the Buyer, and all risk of loss or damage in transit shall be
borne by Buyer. Any claims or losses for damage or destruction after such delivery shall be
the responsibility of Buyer.
Seller reserves the right to make delivery in installments which shall be separately invoiced
and paid for when due, without regard to subsequent deliveries. Delay in delivery of any
installment shall not relieve Buyer of its obligation to accept remaining deliveries.
Acknowledged shipping dates are approximate only and based on prompt receipt of all
necessary information from Buyer and Buyer’s compliance with terms of payment.
TAXES: All sales, excise and similar taxes which Seller may be required to pay or collect with
respect to the goods and/or services covered by any Order, shall be for the account of the
Buyer except as otherwise provided by law or unless specifically stated otherwise by Seller in
writing.
TERMINATION AND HOLD ORDERS: No Order may be terminated by Buyer except upon
written request by Buyer and approval by Seller, and if said request is approved by Seller,
under the following conditions: (1) Buyer agrees to accept delivery of all of the units
completed by Seller through the workday on which Seller receives the written termination
request; (2) Buyer agrees to pay to Seller all direct costs and expenses applicable to the
portion of the Order that is incomplete.
WARRANTY:
A. Hardware: Seller warrants its goods against defects in materials and workmanship under
normal use and service for one (1) year from the date of invoice.
B. Software and Firmware: Unless otherwise specified, Seller warrants for a period of one (1)
year from date of invoice that standard software or firmware, when used with Seller specified
hardware, shall perform in accordance with Seller’s published specifications. Seller makes no
representation or warranty, expressed or implied, that the operation of the software or
firmware shall be uninterrupted or error-free, or that functions contained therein shall meet or
satisfy the Buyer’s intended use or requirements.
C. Services: Seller warrants that services, including engineering and custom application,
whether provided on a fixed cost or time and material basis, shall be performed in accordance
with generally accepted industry practices.
D. Remedies: Seller’s liability under this section is restricted to replacing, repairing, or issuing
credit (at Seller’s option) for any returned goods and only under the following conditions: (1)
Seller must be promptly notified, in writing, as soon as possible after the defects have been
noted by the Buyer, but not later than (1) year from date of invoice from Seller; (2) The
defective goods are to be returned to the place of manufacture, shipping charges prepaid by
the Buyer; (3) Seller’s inspection shall disclose to its satisfaction that the goods were
defective in materials or workmanship at the time of shipment; (4) Any warranty service
(consisting of time, travel and expenses related to such services) performed other than at
Seller’s factory, shall be at Buyer’s expense.
E.Repaired/Reconditioned Goods: As to out-of-warranty goods which Seller has repaired or
reconditioned, Seller warrants for a period of sixty (60) days from date of its invoice only new
components replaced in the most recent repair/reconditioning.
F. Returns and Adjustments: No goods may be returned unless authorized in advance by
Seller and then only upon such conditions to which Seller may agree. Buyer must obtain an
RMA (Return Material Authorization) number from Seller prior to any return shipment and
such RMA number must appear on the shipping label and packing slip. Buyer shall be
responsible for the returned goods until such time as Seller receives the same at its plant and
for all charges for packing, inspection, shipping, transportation, or insurance associated with
returned goods. In the event that credit for returned goods is granted, it shall be at the lesser
of the then current prices or the original purchase price. Claims for shortage or incorrect
material must be made within five (5) days after receipt of shipment.
ALL OTHER WARRANTIES, FOR ANY OF SELLER’S GOODS OR SERVICES, WHETHER
ORAL, WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING
WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
FOR PURPOSE ARE EXCLUDED.
INTELLECTUAL PROPERTY: Seller’s sale of goods or provision of related documentation or
other materials to Buyer shall not transfer any intellectual property rights to Buyer unless
Seller specifically agrees to do so in writing. Seller shall retain ownership of all applicable
patents, trademarks, copyrights and other intellectual property rights. Buyer shall not use,
copy or transfer any such items in violation of Seller’s intellectual property rights or applicable
law, or for any purposes other than that for which the items were furnished.
Seller shall defend any lawsuit brought against the Buyer based on a claim that the design or
construction of the goods sold hereunder by Seller infringe any United States or Canadian
Patent, Copyright or Mask Work Registration, provided that Buyer promptly notifies Seller of
such claim in writing and further provided that, at Seller’s expense, (1) Buyer gives Seller the
sole right to defend or control the defense of the suit or proceeding, including settlement, and
(2) Buyer provides all necessary information and assistance for that defense. In the event of a
charge of infringement, Seller’s obligation under the agreement shall be fulfilled if Seller, at its
option and expense, either (i) settles such claim; (ii) procures for Buyer the right to continue
using such goods; (iii) replaces or modifies goods to avoid infringement; or (iv) accepts the
return of any infringing goods and refunds their purchase price; or (iv) defends against such
claim.
If Buyer furnishes specifications or designs to Seller, the obligations of Seller set forth above
shall not apply to goods made by Seller using such specifications or designs, and Buyer shall
defend, indemnify and hold Seller harmless against any third party claims for infringement
which arise out of Seller’s use of specifications or designs furnished by Buyer.
SOFTWARE LICENSE: If goods purchased hereunder include software (“Software”), Buyer
may use the Software only as part of the goods. Buyer may not use, copy, or transfer any of
the Software except as may be permitted under the applicable License Agreement provided
with the goods. Buyer’s right to use, copy or transfer the Software shall terminate upon
termination of Buyer’s right to use the goods.
PACKAGING/WEIGHTS AND DIMENSIONS: Buyer specified packing or marking may be
subject to additional charges not otherwise included in the price of the goods. Published
weights and dimensions are estimates or approximate only and are not warranted.
FORCE MAJEURE: Seller shall not be responsible for delays in delivery or any failure to
deliver due to causes beyond Seller’s control, including but not limited to the following items:
acts of God, war, terrorism, mobilization, civil commotion, riots, embargoes, domestic or
foreign governmental regulations or orders, governmental priorities, port congestion, acts of
the Buyer, its agents or employees, fires, floods, strikes, lockouts and other labor difficulties,
shortages of or inability to obtain shipping space or transportation, inability to secure fuel,
supplies or power at current prices or on account of shortages thereof, or due to limitations
imposed by the extent of availability of Seller’s normal manufacturing facilities.
If a delay excused per the above extends for more than ninety (90) days and the parties have
not agreed upon a revised basis for continuing providing the goods or services at the end of
the delay, including adjustment of the price, then Buyer, upon thirty (30) days’ prior written
notice to Seller may terminate the Order with respect to the unexecuted portion of the goods
or services, whereupon Buyer shall promptly pay Seller its reasonable termination charges
upon submission of Seller’s invoices thereof.
LIMITATION OF LIABILITY: Seller’s liability for any claim of any kind, except infringement of
intellectual property rights, shall not exceed the purchase price of any goods or services
which give rise to the claim. SELLER SHALL IN NO EVENT BE LIABLE FOR BUYER’S
MANUFACTURING COSTS, LOST PROFITS, LOSS OF USE OF THE GOODS OR
SERVICES, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES,
SERVICES OR REPLACEMENT POWER, DOWNTIME COSTS, CLAIMS OF BUYER’S
CUSTOMERS FOR DAMAGES, OR OTHER SPECIAL, PROXIMATE, INCIDENTAL,
INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES. Any action against Seller
must be brought within eighteen (18) months after the cause of action accrues. These
disclaimers and limitations of liability shall apply regardless of the form of action, whether in
contract, tort or otherwise, and further shall extend to the benefit of Seller’s vendors,
appointed distributors and other authorized resellers as third-party beneficiaries.
PROHIBITION FOR HAZARDOUS USE: Goods sold hereunder generally are not intended
for application in and shall not be used by Buyer in the construction or operation of a nuclear
installation or in connection with the use or handling of nuclear material, or for any hazardous
activity or critical application, where failure of a single component could cause substantial
harm to persons or property, unless the goods have been specifically approved for such a use
or application. Seller disclaims all liability for any loss or damage resulting from such
unauthorized use and Buyer shall defend, indemnify and hold harmless the Seller against any
such liability, whether as a result of breach of contract, warranty, tort (regardless of the
degree of fault or negligence), strict liability or otherwise.
EXPORT CONTROL: Buyer shall comply with all export control laws and regulations of the
United States, and all sales hereunder are subject to those laws and regulations. Seller shall
not be named as shipper or exporter of record for any goods sold hereunder unless
specifically agreed to in writing by Seller. At Seller’s request, Buyer shall furnish Seller with
end-use and end-user information to determine export license applicability. Buyer warrants, in
accordance with U.S. Export Law, that goods sold hereunder shall not be destined for
facilities or activities involving nuclear, chemical or biological weapons, or related missile
delivery systems in named prohibited regions or countries.
GOVERNING LAW: Seller intends to comply with all laws applicable to its performance under
any order. All matters relating to interpretation and effect of these terms and any authorized
changes, modifications or amendments thereto shall be governed by the laws of the
Commonwealth of Pennsylvania. No government contract regulations or clauses shall apply
to the goods or services, this agreement, or act to bind Seller unless specifically agreed to by
Seller in writing.
NON-WAIVER BY SELLER: Waiver by Seller of a breach of any of these terms and
conditions shall not be construed as a waiver of any other breach.
SEVERABILITY AND ENTIRE AGREEMENT: If any provision of these terms and conditions
is unenforceable, the remaining terms shall nonetheless continue in full force and effect. This
writing, together with any other terms and conditions Seller specifically agrees to in writing,
constitutes the entire terms and conditions of sale between Buyer and Seller and supercedes
any and all prior discussions, and negotiations on its subject matter.