Acroamatics Purchasing Terms & Conditions
This Quotation between Delta Information System, Inc. or “Seller” and the customer whose name and address appear on the quotation, hereinafter referred to as “Purchaser”:
- OFFER AND ACCEPTANCE: This quotation shall constitute an offer to be accepted by Purchaser; unless otherwise agreed, this Quotation shall be open for acceptance no more than thirty (30) days from the date hereof and Seller may withdraw this Quotation at any time before Purchaser’s acceptance. The terms and conditions specified herein shall apply notwithstanding any contrary provision or condition of Purchaser’s order or other form of acceptance of this Quotation. If Purchaser objects to any terms herein, such objection must be in writing specifically detailing said objections and received by Seller at the address stated on the face hereof prior to acceptance. Issuance of Purchaser’s Purchase Order or any other form of acceptance hereunder shall be conclusively deemed acceptance of the terms and conditions herein.
- TITLE AND DELIVERY: Unless otherwise specified herein, the goods shall be delivered F.O.B. Seller’s plant and title to said goods and liability for loss or damage thereto shall pass to Purchaser at such time provided further that such loss or damage shall not relieve Purchaser from any obligation hereunder.
- TERMS AND METHODS OF PAYMENT: Terms of payment shall be net thirty (30) days from date of invoice unless Seller specifies herein different payment terms to Purchaser. Interest will accrue at the rate of 1% per month on payments beyond terms.
- CONTINGENCIES: Seller shall not be liable for any delay in delivery or for non-delivery, in whole or in part, due to unforeseen circumstances attributable to causes beyond the control of Seller or Seller’s suppliers.
- WARRANTIES: Unless otherwise provided herein, Seller warrants title and that all goods sold hereunder shall conform to this Quotation and any and all specifications, drawings, samples, or other descriptions furnished by Seller. DISCLAIMER OF WARRANTIES: THE EXPRESS WARRANTIES SET FORTH HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER MAKES NO WARRANTIES AS TO MERCHANTABILITY OR AS TO THE FITNESS OF THE MERCHANDISE FOR ANY PARTICULAR PURPOSE AND SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGES DIRECTLY OR INDIRECTLY ARISING FROM THE USE OF SUCH MERCHANDISE OR FOR CONSEQUENTIAL DAMAGES. NO WAIVER, ALTERATION OR MODIFICATION OF THE FOREGOING CONDITIONS SHALL BE VALID UNLESS MADE IN WRITING AND SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF SELLER LOCATED IN HORSHAM, PENNSYLVANIA.
- TAXES, ETC.: Unless otherwise stated in writing by Seller all prices quoted shall be exclusive of transportation, insurance, federal, state and local use, sales, property (ad valorem) and similar taxes.
- ASSIGNMENT: No right or interest in this Agreement shall be assigned by either the Seller or Purchaser without the written consent of the other.
- COUNTERFEIT PARTS: Our Quality Management System dictates that we will use parts purchased from OEM or franchised distributors. When that is not practical, our Quality Management System allows us to obtain parts from independent distributors who have an approved documented Counterfeit Parts Prevention program. Customer notification will only be made in the event that parts are not available from these sources.
- CANCELLATION: Prior to delivery of the goods or services by Seller, Purchaser may cancel this order by delivering written notice thereof to Seller, in that event, the Purchaser shall be liable to the Seller for the greater of: (a) 15% of the purchase price of the canceled goods or services; or (b) the actual costs of labor and raw materials (including apportioned overhead and G&A costs) incurred by Seller in furnishing the goods or services under this Quotation to the extent such costs are reasonable in amount and are properly allocable or apportionable under generally accepted accounting principles to the terminated portion of this Quotation.
- TERMINATION: Seller may immediately cancel this order without liability in the event of the happening of any of the following or any other comparable event: (a) insolvency of the Purchaser; (b) filing of a voluntary petition in bankruptcy by Purchaser; (c) filing of any involuntary petition in bankruptcy against Purchaser; (d) appointment of a receiver or trustee for Purchaser; (e) execution of an assignment for the benefit of creditors by Purchaser (provided that the foregoing petition, appointment, or assignment is not vacated or nullified within fifteen (15) days of such event); or (f) in the event of any material breach of the terms and conditions of this Quotation. Further, in any of the foregoing events, Seller shall have the right to pursue any and all remedies available to Seller under applicable law relative to recovery in full of the amount due Seller hereunder for work and services performed by Seller to such date. For purposes of the preceding sentence, the amount due Seller shall be determined in accordance with Paragraph 8 above.
- SECURITY INTEREST: Notwithstanding any term or provision to the contrary herein or in any document of acceptance from Purchaser, the Seller expressly retains, and Purchaser hereby grants to Seller, a security interest in the property delivered as described in this quotation. If and when the Purchaser shall pay or cause to be paid to the Seller all amounts due, then such security interest shall be void and of no further effect. In the event that payment is delayed, and at Seller’s option, Purchaser further agrees to execute a financing statement to perfect Seller’s interest therein. Purchaser agrees to pay Seller all loss, cost or expense incurred in the collection of the price of the goods, including but not limited to, attorney’s fees and court costs and interest as described herein.
- REMEDIES: The rights and remedies reserved to Seller in this Quotation shall be cumulative and additional to all other or further remedies provided in law or equity.
- PURCHASER REPRESENTATION: Purchaser represents and warrants that its purchase, resale, and/or ultimate use of the subject matter of this Quotation complies with all federal, state and local laws, executive orders, rules, regulations, and ordinances which may be applicable.
- GOVERNING LAW: It is the express agreement of the parties hereto that this Agreement is made and executed at the Seller’s place of business; and the law of the Commonwealth of Pennsylvania shall govern all rights and duties of Purchaser and Seller hereunder.
- EXPORTING: The items contained in this Quotation are for sale or distribution only within the United States. These items may be subject to export restriction. Buyer agrees to comply with all export laws, restrictions and regulations of the United States or foreign agencies or authorities, and not to export or re-export these items or any product incorporating some or all of these items in violation of any such restrictions, laws or regulations, or without all necessary approvals. Buyer shall be solely responsible for obtaining all necessary licenses and approvals with respect to its export of these items from the U.S. and for payment of any and all associated costs. By accepting these items, buyer agrees to the foregoing and represents and warrants that it complies with these conditions.
- ENTIRE AGREEMENT: This Quotation, together with the attachments, exhibits, or supplements, specifically referenced in this Quotation and Purchaser’s Order or other form of acceptance of this Quotation, constitutes the entire agreement between Seller and Purchaser with respect to the matters contained herein and supersedes all prior oral or written representations and agreements. This Quotation may only be modified by a new Quotation or amendment to the existing Quotation issued by Seller.