|
DELIVERY Remspec Corporation will deliver according to the terms of the quotation. Remspec shall not be liable for failure to deliver resulting from causes beyond its control, such as acts of purchaser, acts of God, acts of civil or military authorities, strikes, lockouts, fires, pestilence, riots or terrorisim, or inability due to causes beyond its reasonable control to obtain necessary, labor, materials or manufacturing facilities. in the event of a delay resulting from such causes the date of delivery shall be extended for a period equal to the time lost by reason of the delay. PATENTS Remspec will indemnify the Purchaser against any claims that goods manufactured according to Remspec's design and sold by Remspec to the Purchaser infringe on any United States patent or patent right. The Purchaser will indemnify Remspec against all claims of patent infringement with respect to goods manufactured wholly or partially to the Purchaser's designs or specification. Save as provided otherwise in research and development contracts all proprietary rights in designs , tools, patterns, drawings, information and equipment not furnished by the Purchaser are reserved to Remspec. TITLE Right to title and possesion of the equipment sold shall remain with Remspec until all payments required by the quotation have been made in full and the purchaser agrees to take all actions necessary to maintain and perfect such rights for Remspec. Reservation of title is for security purposes only and shall not effect any provision made elsewhere regarding the risk of loss. CONTRACT Unless otherwise agreed in writing by a signed document in the English language containing the signatures of a designated officer of both parties the offer in the quotation offered by Remspec, signed by designated Remspec person, and on Remspec letterhead shall be constitute the entire offer by Remspec and shall be final, specifically it shall not be modified in any way such as by standard clauses in the customers purchase order or elsewhere. The Purchaser shall not assign the order or any rights thereunder without written consent of Remspec. These Terms shall be governed by the laws of the Commonwealth of Massachusetts without regard to the choice of law provisions. |
TAXES The amount of any present or future sales or similar taxes, and import or export duties and tariffs, applicable to the equipment sold, (a) if payable in the U.S. , shall be added to the above price and shall be paid by the Purchaser in the same manner and with the same effect as if originally added thereto, (b) if payable in any other juristiction, shall be payable by the Purchaser when and as incurred. In either case the Purchaser may, in lieu of payment, furnish the Company with a tax exemption certificate or tax ID number acceptable to the relevant taxing authorities. PAYMENT If the buyer does not pay the full amount due the seller in accordance with the terms and conditions of sale, buyer agrees to pay seller all costs and expenses for collection of any amount unpaid, including attorney's fees. OBLIGATIONS UNDER US EXPORT CONTROL LAWS (1) The product(s), related technical data and/or software will not be re-sold or transferred to any: *U.S.-sanctioned or embargoed person, entity or country, or other country having special controls, which currently includes Cuba, Iraq, Iran, Libya, North Korea, Sudan, Syria, and such other countries as may be designated from time to time by the U.S. Department of Commerce or U.S. Department of Treasury; *Military end-user, or for any military end-use, in Belarus, Burma, Cuba, Peoples Republic of China, Democratic Republic of Congo, Cote d'lvoire, Haiti, Iran, Iraq, Lebanon, Liberia, North Korea, Rwanda, Sierra Leone, Somalia, Sudan, Syria, Vietnam, Zimbabwe, Venezuela or Sri Lanka; or *Person, entity, organization or other party identified on the State Department's list of "Debarred Parties" and "Proliferation Lists;" the Commerce Department's list of "Denied Persons " the "Unverified List" and the "Entity List," and the Treasury Department's list of "•Specially Designated Nationals and Blocked Persons." These lists are available at: http://www.bis.doc.gov/complianceandenforcement/liststocheck.html (2) The product(s), related technical data and/or software will not be used in any chemical, biological or nuclear weapon, missiles or activities related to such weapons or missile delivery systems. |