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W.W. HARRIS & ASSOCIATES, INC. STANDARD SALE TERMS AND CONDITIONS

 


Offer and Acceptance.  This document is an offer to enter into an agreement.  For an effective agreement to be reached, a duly authorized agent of Purchaser must accept all of the terms and conditions set forth below, none of which can be altered or amended without    W.W. Harris & Associates` prior written agreement.

Quotations and Prices.  The price stated on a W.W. Harris & Associates quotation form is firm for the initial product or equipment order only.  Prices are subject to change without notice and orders calling for future delivery will be billed according to the price in effect at the time of delivery.  Oral quotations will not be honored by W.W. Harris & Associates and written quotations will automatically expire sixty (60) calendar days from the date issued and are subject to earlier termination by written notice.  All prices are FOB, W.W. Harris & Associates’ manufacturing facility.

Payment Terms.  The net amount of each invoice is due in full, within thirty (30) days of date of invoice.  If, in W.W. Harris & Associates’ opinion, the financial condition of the Purchaser at any time does not justify continuance of production or shipment on the then existing payment terms, W.W. Harris & Associates may amend the payment terms, including the requirement of advanced, full or partial payments.  A 1½% interest charge per month will be charged on past due accounts, to the extent permitted by law.

Taxes.  All present or future sales, use, revenue, excise or other taxes applicable to the products or equipment which are the subject of this Agreement shall be added to the purchase price and shall be paid by Purchaser, unless Purchaser provides W.W. Harris & Associates with a tax exemption certificate acceptable to the relevant taxing authorities.

Shipment.  Both the method and the route of shipment are at the discretion of W.W. Harris & Associates, unless Purchaser supplies explicit instructions to the contrary.  All insured shipments will be made at Purchaser`s expense.  Identification of the products or equipment to the agreement and the risk of loss will pass to Purchaser at the time of delivery to the carrier.

Cancellation.  After Purchaser places an order which is accepted by W.W. Harris & Associates, Purchaser may cancel the order only with the written consent of W.W. Harris & Associates.  Upon such cancellation, Purchaser shall  pay or reimburse W.W. Harris & Associates for all of W.W. Harris & Associates’ costs, expenses and its loss of profit which resulted from the cancellation of the order.

Special Orders and Indemnity.  If any product or equipment is manufactured and/or sold by W.W. Harris & Associates to meet Purchaser`s particular specifications or requirements and is not part of W.W. Harris & Associates’ standard offered line to the trade generally in the usual course of W.W. Harris & Associates’ business, Purchaser shall defend, protect, and save W.W. Harris & Associates harmless against all suits at law or in equity and from all damages, claims, and demands for actual or alleged infringement of any United States or foreign patent and Purchaser shall, at W.W. Harris & Associates’ request, defend any suit or actions which may be brought against  for any alleged infringement because of the manufacture and/or sale of any such product or equipment.

Software.  Purchaser acknowledges and agrees (i) that all software products, provided by W.W. Harris & Associates, are being licensed and not sold for Purchaser`s use, (ii) that the words "purchase," "sold" or similar words are intended to, and are agreed to mean "license" and (iii) that W.W. Harris & Associates retains ownership of and title to all software products provided to Purchaser, notwithstanding any contrary language in the agreements between the parties. W.W. Harris & Associates hereby grants Purchaser a nonexclusive, royalty free license of the software products which Purchaser agrees to use, operate and process only with equipment purchased by Purchaser from W.W. Harris & Associates.

Governing Law and Venue.  This Agreement shall be governed by and construed under and in accordance with the laws of the State of Mayland, United States of America (without regard to conflicts of laws principles).  The venue of any legal action arising out of this Agreement shall be the Federal or State Courts located in Anne Arundel County in Maryland, U.S.A.

Equipment Limited Warranty. W.W. Harris & Associates warrants to Purchaser that in normal and contemplated use and service, the equipment (with the exception of parts supplied by another vendor) purchased from W.W. Harris & Associates will be free from defects in material or workmanship for a period ending (i) ninety (90) days from the date of original shipment by W.W. Harris & Associates, or (ii) upon the expiration of the time specified with respect to a particular item, whichever is applicable.  Subject to the conditions and exclusions contained in this document, W.W. Harris & Associates will, at its option, either repair or replace any defective equipment or part thereof, or refund the purchase price of the defective equipment.  Parts, devices or equipment which are supplied by vendors other than W.W. Harris & Associates, shall carry only the applicable warranties and limitations provided by the relevant vendor.  Expendable and/or consumable items or parts included with the equipment are not covered under this limited warranty.  This limited warranty does not cover equipment which has been misused, altered, neglected, handled carelessly, or used for purposes other than its intended purpose.  This limited warranty also does not cover loss or damage resulting from any casualty loss or from unauthorized use or service.  Under no circumstances shall W.W. Harris & Associates be liable for consequential or other damages, losses, or expenses in connection with or by reason of the use or inability to use the equipment purchased for any purpose.

Equipment Warranty Service Procedures.  If a defect should appear during the warranty period, Purchaser should promptly call W.W. Harris & Associates Customer Service.  Customer Service will advise Purchaser to return the equipment or propose a schedule for on site repair.  If applicable, a return authorization number will be assigned and Purchaser shall return the defective equipment, freight and insurance prepaid, in the original shipping container, to W.W. Harris & Associates, 4157 Mountain Road, #256, Pasadena, MD 21122, or to another designated service location.  All returned defective equipment must be accompanied by a written statement including: the name of Purchaser`s contact; a detailed description of the problem(s); examples when possible; the return authorization number; and the action desired. W.W. Harris & Associates shall not be responsible for any loss or damage incurred in shipping.  Any warranty work to be performed by W.W. Harris & Associates shall be subject to W.W. Harris & Associates’ confirmation that the equipment meets W.W. Harris & Associates’ warranty requirements.  If a defect is covered by this limited warranty, the repaired or replaced equipment will be returned to Purchaser at W.W. Harris & Associates’ cost.  Following a warranty repair or replacement, this limited warranty shall continue in effect until the end of the original warranty period or for sixty (60) days after the repair or replacement, whichever is later.

Product Limited Warranty. W.W. Harris & Associates warrants to Purchaser that in normal and contemplated use and service the products purchased by Purchaser ("products" includes components, consumables and similar materials, but excludes equipment) shall be free from defects in material or workmanship for a period ending (i) 180 days from the date of original shipment by W.W. Harris & Associates, or (ii) upon expiration of the time specified with respect to a particular product, as applicable.  Subject to the conditions and exclusions in this document, W.W. Harris & Associates will, at its option, repair or replace any defective product, or refund the purchase price of the product.  Under no circumstances shall W.W. Harris & Associates be liable for consequential or other damages, losses, or expenses in connection with or by reason of the use or inability to use the product purchased for any purpose.

Product to Conform to Sample.  In the event W.W. Harris & Associates provided Purchaser with a sample or model of the product, the product delivered to Purchaser is guaranteed to conform to the sample or model identified on the purchase document which has been accepted by W.W. Harris & Associates, in all material respects.

Product to Conform to Specified Standards.  In the event standards for the product are specified on the purchase document accepted by W.W. Harris & Associates, the product delivered to Purchaser is guaranteed to conform to the specified standards until expiration of the period of time described in the section titled "Product Limited Warranty."

Product Warranty Service Procedures.  If within the Product Limited Warranty period, any product proves defective due to defects in material or workmanship, or fails to meet the written specifications as described in this Agreement, or (if applicable) fails to conform to the sample W.W. Harris & Associates provided to Purchaser, Purchaser shall promptly notify W.W. Harris & Associates as soon as reasonably practicable.  The notification shall be in writing, or confirmed in writing within the Product Limited Warranty period.  Within a reasonable time, W.W. Harris & Associates may either replace the product or refund the purchase price. W.W. Harris & Associates may require return of the defective product prior to refund or replacement.

Exclusion of Warranty of Fitness for any Purpose. W.W. Harris & Associates makes no warranty as to the suitability or fitness of any of its equipment or products for any particular purpose specific to the Purchaser.  The Purchaser is solely responsible for the selection, use, efficiency, fitness and suitability of W.W. Harris & Associates’ equipment and products.  The Purchaser assumes all risks and liabilities in connection with the use of W.W. Harris & Associates’ equipment and products. 

Limitation to Amounts Paid. W.W. Harris & Associates’ liability, if any, to Purchaser or to the customers of Purchaser or any other person under this limited warranty shall in no event exceed the total amount paid to W.W. Harris & Associates by the Purchaser for defective or non-conforming equipment or product.

Limitation of Liability for Consequential and Similar Damages.  In no event shall W.W. Harris & Associates be liable to Purchaser for any indirect, special or consequential damages or lost profits arising out of or relating to W.W. Harris & Associates’ equipment or products, or the performance or non-performance of the equipment or products, even if W.W. Harris & Associates has been advised of this possibility. 

THE LIMITED WARRANTY AND REMEDIES SET FORTH IN THIS DOCUMENT ARE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO ANY PERSON FOR ANY DAMAGES OF ANY KIND AND NATURE, INCLUDING INCIDENTAL, CONSEQUENTIAL OR SPECIAL, RELATED TO W.W. HARRIS & ASSOCIATES EQUIPMENT OR PRODUCTS, WHETHER ARISING FROM WARRANTY, CONTRACT, NEGLIGENCE, TORT OR OTHERWISE. W.W. HARRIS & ASSOCIATES SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY OTHER IMPLIED WARRANTY.  NO WAIVER, ALTERATION, OR MODIFICATION OF THE FOREGOING CONDITIONS SHALL BE VALID UNLESS MADE IN WRITING AND SIGNED BY AN EXECUTIVE OFFICER OF WILLIAM W. HARRIS & ASSOCIATES, INC.

In the event any implied warranties (including, but not limited to the implied warranties of merchantability and fitness for a particular purpose) are found to exist, such warranties are limited (i) in duration to the period of the limited warranties set forth in this document, and (ii) in amount to the total amount paid to W.W. Harris & Associates by the Purchaser for the product or equipment in question.  (Some States do not permit the exclusion of incidental or consequential damages, and in those States the foregoing limitation may not apply.  The limited warranties as set forth in this document give the Purchaser specific legal rights, and the Purchaser may have other legal rights which vary from State to State.)