Conditions of Sale
NOTE: The following Conditions of Sale are subject to change. All transactions for products sold by Spectrum Controls are subject to the latest published Conditions of Sale of Spectrum Controls and to any Special Conditions of Sale, which may be contained in applicable Spectrum Controls quotations and acknowledgments.
- ACCEPTANCE, GOVERNING PROVISIONS, AND CANCELLATIONS
No order for Spectrum Controls equipment or services shall be binding upon Spectrum Controls until accepted in writing by an authorized representative of Spectrum Controls or by shipment or other performance of such order. Any such order shall be subject to these Conditions of Sale and acceptance shall be expressly conditioned on assent to such Conditions. This assent shall be deemed given unless purchaser shall expressly notify Spectrum Controls to the contrary prior to any shipment or other performance of an order by Spectrum Controls and, in any event, within five (5) days after receipt of any acknowledgment or confirmation of such order.
No order accepted by Spectrum Controls may be altered or modified by the purchaser unless agreed to in writing by an authorized representative of Spectrum Controls. No such order may be canceled or terminated except upon payment of Spectrum’s loss, damage or expense arising from such cancellation or termination.
No modified or other conditions will be recognized by Spectrum Controls unless specifically agreed to in writing. Failure of Spectrum Controls to object to provisions contained in any purchase order or other communication from purchase (including without limitation, penalty clauses of any kind) shall not be construed as a waiver of these Conditions nor an acceptance of any such provisions.
Any contract for sale and these Conditions shall be governed by and construed according to the laws of the State of Washington. All references to dollars in these Conditions of Sale shall mean U.S. dollars.
- QUOTATIONS AND PRICES
Written quotations are conditioned upon acceptance by purchaser within thirty (30) days from the date issued and shall be considered as offers by Spectrum Controls to sell during such thirty (30) day period unless sooner terminated by notice. Other Spectrum Controls publications maintained as sources of general information are not quotations or offers to sell.
All prices are subject to change without notice. In the event of a net price change and unless otherwise agreed to in writing, prices for orders scheduled for immediate release shall be those in effect at the time of order entry. Orders not for immediate shipment will be subject to prices in effect on date of shipment.
Spectrum Controls reserves the right to require US $100.00 Minimum Value Orders and US $50.00 Expedited Order Charges. These charges will be in force at all times unless specifically waived in writing by an authorized representative of Spectrum Controls
All clerical errors are subject to the interpretation of Spectrum Controls and subsequent correction.
- PAYMENT TERMS
Net 30 days are standard terms and shall apply to all invoices. Any variation will be clearly stated in quotations or on the specific price sheets for the product involved.
Spectrum Controls reserves the right at any time to demand full or partial payment before proceeding with a contract of sale if, in its judgment, the financial condition of purchaser shall not justify the terms of payment specified. If delivery is delayed or deferred by purchaser beyond the scheduled date, payment shall be in full when Spectrum Controls is prepared to ship and the equipment may be stored at the risk and expense of purchaser. If purchaser defaults when any payment is due, then the whole contract shall become due and payable upon demand, or Spectrum Controls, at its option, without prejudice to other lawful remedies, may defer delivery or cancel the contract for sale.
- TAXES AND OTHER CHARGES
Any manufacturer’s tax, retailer’s occupation tax, use tax, sales tax, excise tax (except the Federal excise tax on vehicles), duty, custom, inspection or testing fee, or other tax, fee or charge of any nature whatsoever, imposed by any governmental authority, on or measured by any transaction between Spectrum Controls and purchaser, shall be paid by purchaser. This will be in addition to the prices quoted or invoiced. In the event Spectrum Controls shall be required to pay any such tax, fee or charge, purchaser shall reimburse Spectrum Controls therefore. Otherwise, in lieu of such payment, purchaser shall provide Spectrum Controls at the time of order is submitted with an exemptions certificate or other reclamation document acceptable to the authority imposing the same. Purchase orders must state the purchaser’s awareness of the existence and amount of any such tax, fee or charge, which it shall be Spectrum Controls responsibility to collect from purchaser and pay.
Delivery of product or equipment to a common carrier at any Spectrum Controls shipping point shall constitute delivery to purchaser (F.O.B. Factory). Regardless of freight payment, title and all risk of loss or damage in transit shall pass to purchaser at that time.
Care is taken in packing Spectrum Controls product and equipment. Spectrum Controls cannot be held responsible for breakage or damage after having received “in good order” receipts from the transportation company. All claims for loss and damage must be made by the purchaser to the carrier.
Claims for shortages or other errors must be made to Spectrum Controls within fourteen (14) calendar days after receipt of shipment. Failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by purchaser.
Except as otherwise may be stated in quotations, price sheets, catalogs, or other Spectrum Controls publications, freight charges will be prepaid and added to the purchaser’s invoice based on point of original shipment. No allowance will be made in lieu of freight charges if purchaser accepts product or equipment at a Spectrum Controls shipping point.
Method and route of shipment will be at the discretion of Spectrum Controls unless purchaser shall specify otherwise.
Spectrum Controls reserves the right to make delivery in installments, unless otherwise expressly stipulated in the contract for sale. All such installments when separately invoiced shall be paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve purchaser of its obligations to accept remaining deliveries. Spectrum Controls shall not be liable for any damage as a result of any delay due to Spectrum Controls, or any cause beyond Spectrum Controls reasonable control including and without limitation, an act of God; act of purchaser or Spectrum Controls supplier; embargo or other governmental act; regulation or request; fire; accident; strike; slowdown; war; riot; delay in transportation and inability to obtain necessary labor, materials or manufacturing facilities. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by reason of the delay.
Spectrum Controls may furnish suitable substitutes for material unobtainable because of priorities or regulations established by governmental authority or non-availability of materials from suppliers. In addition, Spectrum Controls assumes no liability for deviation from published dimensions and descriptive information not essential to proper performance of the product.
Unless otherwise stated in writing by an authorized representative of Spectrum Controls, all products and equipment manufactured by it are warranted to be free of defects in materials and workmanship for one (1) year. If within the applicable warranty period purchaser discovers such item was not as warranted and promptly notifies Spectrum Controls in writing, Spectrum Controls shall repair or replace the item at the company’s option. The warranty shall not apply (a) to equipment not manufactured by Spectrum Controls, (b) to equipment which has been repaired or altered by others than Spectrum Controls, (c) to equipment which has been subject to negligence, accident or damage by circumstances beyond Spectrum Controls control, (d) to equipment subject to improper operation, maintenance, storage or to other than normal use or service. The foregoing warranties do not cover reimbursement for labor, transportation, removal, installation or other expenses, which may be incurred in connection with repair or replacement.
- LIMITATION OF LIABILITY
Anything to the contrary herein contained notwithstanding, Spectrum Controls, its contractors and suppliers of any tier shall not be liable in contract, in tort (including negligence or strict liability) or otherwise for any special, indirect, incidental or consequential damages whatsoever. The remedies of the purchaser set forth herein are exclusive where so stated and the total cumulative liability as stated above shall not exceed the price of the product or part on which such liability is based.
- RETURN OF PRODUCT OR EQUIPMENT
No product or equipment may be returned without first obtaining Spectrum Controls written Return Material Authorization. Any and all product or equipment to be returned to Spectrum Controls is subject to the terms and conditions of Spectrum Controls Return Material Policy. This policy can be obtained by contacting Spectrum Controls Repair Center or Sales Department during normal business hours U.S. Pacific Time.