New England Temperature Solutions, Inc.
Standard Terms and Conditions
New England Temperature Solutions, Inc., herein referred to as the “Company,” hereby confirms the order referred to on the face hereof (the party placing such order being herein referred to as the “Buyer”), subject to the terms of any Quotation of the Company to Buyer and the terms and conditions set forth hereinafter and on the face hereof. If your order is not an acceptance of the Company’s Quotation, this document operates as an acceptance ONLY if Buyer agrees to the terms hereof. If Buyer does not so agree, it should notify the Company in writing within ten (10) days of the date hereof, as the Company will proceed in filling the order in accordance with its own terms and conditions. Any inconsistent or additional terms contained in Buyer’s order are hereby rejected unless expressly accepted in writing by the Company. The terms and conditions stated herein shall represent the entire understanding of the parties, unless modified in a writing executed on behalf of each.
1. PRICES AND TAXES: Unless otherwise stated herein prices quoted are F.O.B. New England Temperature Solutions, Inc. Unless otherwise agreed by the Company in writing, the amount of any local, State and Federal taxes levied on the products referred to herein shall be added to the amount paid by and remain the sole responsibility of the Buyer. Any portion of the price which is not paid in accordance with the terms of payment herein stated shall bear interest from the due date at the rate of 1.5% per month until paid.
2. TERMS OF PAYMENT: See above body of quotation.
3. DELIVERY: See above body of quotation.
4. FORCE MAJEURE: The Company shall not be responsible or liable for any delays or failures in manufacture, performance, or delivery due to any cause or condition beyond the control of the Company, including, without limiting the generality of the foregoing, strikes or other labor difficulties, fire, floods, inability to secure transportation facilities, acts of God, actions of the elements, shortage of materials or equipment, riots or other civil commotion, governmental interference or embargoes, or war.
5. LAW, ORDINANCES AND REGULATIONS: The Company shall use reasonable efforts to cause products it promotes, represents, designs, or fabricates to comply with its interpretation of federal safety regulations and insurance codes of a national scope. However, the Company shall not be responsible for compliance with local interpretations of such federal regulations or insurance codes, nor with any local laws, ordinances, codes and/or regulations which may at any time be in effect with respect to the products, unless such responsibility is expressly assumed by the Company in writing. Further, the Company shall have no responsibility whatever for compliance with such laws, etc., or for products manufactured or designed by others.
6. CHANGES IN DETAIL OF DESIGN: The Company and/or its suppliers shall be entitled to make any and all changes in details of design, fabrication or arrangement of the products without prior notification and approval of the buyer.
7. PRODUCTS MADE TO BUYER’S SPECIFICATIONS: The Company makes NO WARRANTY WHATSOEVER, except as to title, with respect to products manufactured and/or designed to Buyer’s own specifications.
8. PRODUCTS MANUFACTURED BY OTHERS: The Company MAKES NO WARRANTY WHATSOEVER concerning products manufactured by others. Any products purchased by Buyer to replace a product which has been returned to the manufacturer of the product pursuant to the manufacturer’s warranty shall not be considered a replacement product, and if Buyer purchases any such product from the Company, it shall be charged for the product according to the Company’s regular practices. Upon the return of any products manufactured by someone other than the Company to the Company and the Company’s return of the products to the manufacturer, Buyer shall be entitled only to the remedy provided by such manufacturer and shall be bound by such manufacturer’s determination of whether the product was defective.
9. EXCLUSION OF WARRANTIES: THERE ARE NO WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WHICH EXTEND BEYOND THE DESCRIPTION OF THE PRODUCTS ON THE FACE HEREOF. NO WARRANTIES OR REPRESENTATIONS AT ANY TIME MADE BY ANY REPRESENTATIVE OF THE COMPANY SHALL BE EFFECTIVE TO MAKE A WARRANTY OR TO VARY OR EXTEND ANY TERMS HEREOF.
10. LIABILITY LIMITATION: In no event shall the Company be liable for consequential, incidental or special damages resulting from or in any manner related to the products, or any inability to use the same, It being understood that the sole and exclusive remedy with respect to defective products shall be the repair, correction or replacement thereof by the manufacturer of such products in accordance with such manufacturer’s warranty, if any. Should the products prove so defective, however, as to preclude the remedying of warranted defects by repair or replacement, the Buyer’s sole and exclusive remedy shall be the refund of the purchase price of the defective products involved, upon the return of the products to the Company.
11. INTENDED USE OF PRODUCTS: The products covered hereby are designed and have been offered for only those applications specified in the Company’s Quotation. The above-stated “WARRANTY” provisions, as well as all other obligations of the Company to Buyer, respecting the products, are subject to the use of the products for only such applications.
12. CANCELLATION OR CHANGES OF ORDERS: New England Temperature Solutions, Inc. will not accept any cancellations. Terms and condition apply scheduled progress payments for materials and services provided. New England Temperature Solutions, Inc. reserves the right to apply appropriate credits against said progress payments should order cancellation occur.
13. APPLICABLE LAW: The terms and conditions applicable to the transaction provided for herein shall be determined and construed in accordance with, and shall be governed by, the laws of the State of Massachusetts, and Buyer and the Company agree to submit to the jurisdiction of the appropriate State or Federal Court within Massachusetts for purposes of resolving any dispute or claim arising in connection with said transaction.
14. NUCLEAR INDEMNITY: If the products are to be used in any nuclear installation or activity, then Buyer or the ultimate user (i) shall secure and maintain the maximum nuclear property damage liability insurance protection available, (ii) shall enter into and maintain a government indemnity agreement, and (iii) shall waive and require its insurers to waive all rights of recovery or subrogation against the Company for, and shall indemnify and hold the Company harmless from and against, any claims, losses or damages (including consequential or special damages of any kind) arising out of a Nuclear incident as that term is defined in the Atomic Energy Act of 1954, as amended.
15. DEFAULT OF TERMS AND CONDITIONS: In the event of a default in the performance of any of the terms and conditions referred to herein, the defaulting party shall reimburse the non-defaulting party for all costs and expenses reasonably incurred by the non-defaulting party in connection with the default, including but not limited to reasonable attorney fees.