STANDARD TERMS AND CONDITIONS
which are part of this quotation
PROGRESSIVE INSTRUMENTS, INC. HEREINAFTER
REFERRED TO AS
PROGRESSIVE INSTRUMENTS
Acquisition Services SM
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| 1. |
This quotation is subject to immediate acceptance; prices are subject to
change without notice, PROGRESSIVE INSTRUMENTS reserves the right to correct
clerical or stenographic errors or omissions. The prices quoted here are
based upon shipment of quantities shown and on the basis of the delivery
schedule described and are firm for the period shown on this quotation. In
the event the quantity of material ordered is reduced on any order resulting
from this quotation, the price for the material already shipped, as well as
the price of the material for future delivery, will be adjusted to conform
to the price schedule applicable for the smaller quantity.
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| 2. |
Delivery dates are given to the best of PROGRESSIVE INSTRUMENTS' knowledge
based on conditions existing at that time. PROGRESSIVE INSTRUMENTS will use
its best efforts to ship within the time estimated, but failure to make
shipment as scheduled does not constitute a cause for cancellation and/or
for damages of any character. The execution of this order is subject to
strikes, fires, delays of carriers, and other delays and causes unavoidable
or beyond control. It is understood that delivery of all or any part of any
order is contingent on the manufacturer's ability to get supplies and raw
materials, and is further limited to the extent that the manufacturer's
ability to deliver may be affected by regulation of the U.S. government
contracts.
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| 3. |
Shipments and deliveries shall be subject to approval of PROGRESSIVE
INSTRUMENTS' Credit Department. PROGRESSIVE INSTRUMENTS reserves the right,
previous to making any shipments, to require from purchaser satisfactory
security for performance of purchaser's obligations. If the purchaser fails
to furnish satisfactory security or information on which to base credit,
and/or purchaser's account is in arrears, PROGRESSIVE INSTRUMENTS may defer
further shipments, or may, at its option cancel the order or any unshipped
balance. PROGRESSIVE INSTRUMENTS' failure to exercise any right accruing
from any default of purchaser shall not impair PROGRESSIVE INSTRUMENTS'
rights, in case of any subsequent default of purchaser.
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| 4. |
Goods damaged in transit, shortages, etc., should be noted on the freight
bill by the delivering carrier. Any returns must be authorized in writing by
the supplier. Claims cannot be honored after ten (10) days. A clear receipt
from the carrier places the responsibility for shortage or damage with the
carrier. If there is a shortage, or goods damaged, receipt should be given
carrier accordingly, and agent should be requested to insert notation on
freight bill.
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| 5. |
The determination as to the adaptability of any of PROGRESSIVE INSTRUMENTS'
materials to the specific needs of the purchaser is solely the purchaser's
prerogative and responsibility. However, property charts will be sent on
request which give complete physical and electrical characteristics of the
more frequently used materials. PROGRESSIVE INSTRUMENTS' Engineering
Department will be glad to offer suggestions.
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| 6. |
Cancellation of any order, or any part thereof, shall be subject to the
following terms: the purchaser shall pay the contract price, plus any
adjustments, of all goods which have been completed. In addition to such
payment, as to any part of the order which shall be in process, the
purchaser shall pay a sum equal to the same proportion of the contract price
as the degree of completion of the goods in process on date cancellation is
received.
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| 7. |
A All parts will be inspected in conformance with PROGRESSIVE INSTRUMENTS'
regularly established inspection procedure and/or to the purchaser's
blueprints and specifications based on predetermined agreement. To be valid
claims by the purchaser of nonconformance to specifications must be made to
PROGRESSIVE INSTRUMENTS, INC, within 10 days of delivery of material to
purchaser. No parts may be returned without permission from PROGRESSIVE
INSTRUMENTS Customer Service. No allowances will be made for material
subsequently added to PROGRESSIVE INSTRUMENTS' products nor for labor
charges.
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| 8. |
Orders to purchaser's drawings or descriptions are executed only on the
understanding that the purchaser will indemnify PROGRESSIVE INSTRUMENTS for
any loss resulting from an action for infringement of patents. The purchaser
shall pay any manufacturer's tax or sales tax now or hereafter imposed by
Governmental authority upon merchandise herein described, or the production,
sale, distribution, or delivery thereof, or upon any feature of this
transaction.
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| 9. |
PROGRESSIVE INSTRUMENTS will not be bound by any promise or representation,
written or oral, not made a part of the order and signed by a duly
authorized representative of PROGRESSIVE INSTRUMENTS. Access to PROGRESSIVE
INSTRUMENTS property requires prior approval.
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| 10. |
WARRANTY: PROGRESSIVE INSTRUMENTS warrants that each product to be delivered
hereunder will conform to its specifications and be free from defects in
material or workmanship. Since products vary, please refer to product
literature for the specific warranty period. PROGRESSIVE INSTRUMENTS MAKES
NO OTHER WARRANTIES OR REPRESENTATIONS OF ANY KIND WHATSOEVER, EXPRESSED OR
IMPLIED, EXCEPT THAT OF ALL IMPLIED WARRANTIES INCLUDING ANY WARRANTY OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED.
PROGRESSIVE INSTRUMENTS NEITHER ASSUMES RESPONSIBILITY FOR ANY OMISSIONS OR
ERRORS NOR ASSUMES LIABILITY FOR ANY DAMAGES THAT RESULT FROM THE USE OF ITS
PRODUCTS IN ACCORDANCE WITH INFORMATION PROVIDED BY PROGRESSIVE
INSTRUMENTS, EITHER VERBAL OR WRITTEN. LIMITATION OF LIABILITY: The remedies of the
purchaser set forth herein are exclusive and the total liability of
PROGRESSIVE INSTRUMENTS with respect to this order, whether based on
contract, warranty, negligence, indemnification, strict liability or
otherwise, shall not exceed the purchase price of the component upon which
liability is based. In no event shall PROGRESSIVE INSTRUMENTS be liable for
consequential, incidental or special damages. CONDITIONS: Equipment sold by
PROGRESSIVE INSTRUMENTS, INC. is not intended to be used. nor shall it be
used: 1) as a ''Basic Component'' under 10 CFR21(NRC), used in or with any
nuclear installation or activity, or 2) in medical applications or used on
humans. Should this equipment be used in or with any nuclear installation or
activity, medical application, used on humans or misused in any way,
purchaser will indemnify PROGRESSIVE INSTRUMENTS and hold PROGRESSIVE
INSTRUMENTS harmless from any liability or damage whatsoever arising out of
the use of the equipment in such a manner.
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| 11. |
All questions concerning the validity and operation of this Agreement and
the performance of the obligations imposed on the Parties under this
Agreement will be governed by the laws of the State of Connecticut, U.S.A.
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