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TERMS AND CONDITIONS AND LIMITED WARRANTY
Rev. 102113
High Voltage, Inc., 31 County Route 7A, Copake, NY USA 12516
Phone: (518) 329-3275 Fax (518) 329-3271 E-mail: [email protected]
THESE TERMS AND CONDITIONS OF SALE AND LIMITED
WARRANTY OF HIGH VOLTAGE, INC. (“High Voltage”) SHALL BE
GOVERNED BY AND CONSTRUED ACCORDING TO THE
INTERNAL LAWS OF THE STATE OF NEW YORK, USA, WITHOUT
GIVING EFFECT TO ITS CONFLICT OF LAWS PROVISIONS. THE
RIGHTS AND OBLIGATIONS OF ALL PARTIES AND ALL PERSONS
OR ENTITIES CLAIMING HEREUNDER SHALL NOT BE GOVERNED
BY THE PROVISIONS OF THE 1980 U.N. CONVENTION ON
CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.
1.
ACCEPTANCE.
All orders become effective only when accepted by
High Voltage’s written order acknowledgment at Copake, New York, USA.
Unless modified in writing by an authorized representative of High Voltage,
or modified in High Voltage’s Quotation or order Acknowledgment, these
Terms and Conditions and Limited Warranty shall solely control
Purchaser’s order. High Voltage expressly rejects any additional or different
provisions, terms or conditions proposed by Purchaser at any time.
2.
SCHEDULING.
High Voltage’s shipping date specified in High
Voltage’s quotation or purchase order acknowledgment is approximate and
High Voltage shall use reasonable commercial efforts to effect timely
shipment. Furthermore, High Voltage shall not be liable for any delay in the
performance of orders or contracts or in the delivery or shipment of goods
or for any damages suffered by Purchaser by reason of such delay when
such delay is, directly or indirectly, caused by, or in any manner arising
from Purchaser’s fault, fires, floods, accidents, riots, acts of God, war,
governmental interference or, embargoes, strikes, labor difficulties, shortage
of labor, fuel, power, materials or supplies, transportation delays, or any
other cause or causes (whether or not similar in nature to any of these
hereinbefore specified) beyond the control of High Voltage.
3.
CANCELLATIONS.
Prior to shipment, Purchaser may request
cancellation or delayed delivery of an order or part thereof, but such shall
be conditioned upon written consent of High Voltage and upon payment to
High Voltage of cancellation or delayed delivery charges to be determined
by High Voltage.
4.
SALE AND DELIVERY.
Unless otherwise agreed in writing, sale
and delivery of the goods hereunder shall be made EXW or FCA
(Incoterms® 2010) at High Voltage’s option, High Voltage’s dock at
Copake, New York, USA, at which time all risk of loss or damage shall pass
to Purchaser. All shipments and packaging shall be made in the manner
determined by High Voltage, unless otherwise requested by Purchaser, in
which case any resultant additional changes and expenses shall be paid by
Purchaser.
5.
TAXES.
Any and all sales, use, excise and similar taxes, and duty and
all other charges levied or imposed by governmental authority, foreign and
domestic, upon any goods sold or contracted to be sold shall be paid by
Purchaser and added to the purchase price unless appropriate tax exemption
certificates are supplied to High Voltage in form satisfactory to High
Voltage.
6.
PAYMENTS.
a.
All payments shall be in US Dollars without discount unless otherwise
specified in High Voltage’s order acknowledgment. Credit card payments
are accepted only if specified in High Voltage’s order acknowledgment.
b.
Terms of payment are net thirty (30) days from date of invoice, unless
otherwise agreed by High Voltage in its order acknowledgment. Delinquent
payments are subject to a service charge on the unpaid balance from invoice
date equal to the lower of 1-1/2% per month or the maximum rate permitted
by law until all amounts are paid in full. If the financial responsibility of
Purchaser becomes unsatisfactory to High Voltage for any reason, or if
Purchaser has been in default to High Voltage under any order, High
Voltage may require full payment in cash before shipment of goods.
c.
If Purchaser so requests and makes arrangements prior to shipment
which meet High Voltage’s full satisfaction, High Voltage in its discretion
may accept irrevocable letters of credit in its favor issued by a United States
bank which is satisfactory to High Voltage.
7.
INFRINGEMENT, ETC.
On goods manufactured to Purchaser’s
specifications, Purchaser shall and does indemnify and hold High Voltage
harmless against any claims, damages, liabilities, costs and expenses
(including attorneys’ fees) arising out of or resulting from actual or alleged
infringement of patent, copyright, trademark or other proprietary rights, or
claim of unfair trade or unfair competition arising from or occasioned by the
use, possession, sale or delivery of any such goods sold by High Voltage.
8.
REPRODUCTION RIGHTS.
Drawings, specifications, reports,
photographs and other data relating to all orders and all proprietary rights
and interests therein and the subject matter thereof shall be and remain the
property of High Voltage. Purchaser agrees that it shall not use High
Voltage’s drawings, specifications or other materials covered by this order,
or any similar article from any other source, or reproduce the same or
otherwise appropriate them, without the prior written authorization of High
Voltage.
9.
LIMITED WARRANTY.
a.
High Voltage warrants to the original Purchaser of any new goods that
the goods are free from defects in material and workmanship under normal
use and service for a period of one (1) year from the date of shipment by
High Voltage. The obligation of High Voltage under this Limited Warranty
is limited, in High Voltage’s exclusive option, to repair, replace with new or
reconditioned parts or issue credit for goods, parts or materials which prove
to be defective. Costs incurred by Purchaser for labor or other expenses to
repair or replace such goods, parts and/or materials shall be the sole
responsibility of Purchaser. High Voltage shall not be responsible for any
damage or lack of performance resulting from: (i) defects due to accident,
negligence, alteration, modification, faulty installation, abuse or misuse,
whether by Purchaser, Purchaser’s agents or employees, or by others than
High Voltage (ii) attempted or actual dismantling, disassembly, service or
repair by any person, firm or corporation not specifically authorized in
writing by High Voltage, or (iii) defects caused by or due to handling by
carrier, or incurred during shipment, transshipment or other move.
b.
High Voltage expressly disclaims any warranty whatsoever of (i)
consumables, and of (ii) parts, components, software (including but not
limited to object code and source code and software user instructions),
accessories, and materials not prepared, compiled or manufactured by High
Voltage, and Purchaser must deal directly with such other supplier. High
Voltage may elect to assist Purchaser in settling such claim against such
other supplier, but any such assistance shall not prejudice High Voltage’s
position as to its own liability.
c.
Compliance with the following Limited Warranty Claim Procedure is a
condition precedent to the obligation of High Voltage under this Limited
Warranty:
i.
Purchaser must notify High Voltage in writing as soon as is reasonably
possible, but within the applicable warranty period, of any alleged defect in
material, workmanship, or operation of any goods covered under this
Limited Warranty. Such notice must describe in detail the defect, any and
all defective parts, and the alleged cause of the defect. No goods may be
returned to High Voltage without High Voltage’s prior written permission,
which permission may be withheld by High Voltage in its sole discretion.
ii.
At the exclusive option of High Voltage, Purchaser may be directed in
writing to dismantle the goods at the Purchaser’s cost and expense and ship
the goods prepaid to High Voltage (refer to “Returns” Section 10 for
provisions regarding the return of any goods to High Voltage). If High
Voltage elects to inspect the goods at Purchaser’s site, and to repair, replace,
[Section 9.c.ii. continued on page 2]
