Terms: Net On Invoice *Sales Tax Not Included In Sale Price or Monthly Lease Payment
Offer of Sale: Offers of sale are based on the terms and conditions found on the front page(s) of this proposal and those provided below. Unless otherwise provided on the face hereof, offers are available for acceptance for a period of 30 days from the date of this offer. An order by Customer shall constitute an acceptance of these terms and conditions of sale.
Purchase Orders: (a) Purchase orders must be placed by Customer in any commercially reasonable manner that Customer and Yale Kentuckiana (YKI) determine is appropriate, including facsimile or electronic transmission. The purchase order will indicate the specific products; specifications related thereto, quantity, price, total purchase price, shipping instructions, requested delivery dates, bill to and ship to addresses, tax exempt certifications, if applicable, and any other special instructions. Any contingencies contained on such order are not binding upon YKI until acceptance. All purchase orders are subject to acceptance by YKI.(b) Purchase orders shall be written to YKI and invoiced as a direct purchase, unless the Products will be subject to a third party lease agreement. If Products will be leased, Customer will present an order confirmation, in a format acceptable to YKI that includes the model number, purchase price, purchase order number, lease term, shipping instructions, monthly payment amount, and identification of lessor and address for acceptance and acknowledgment by YKI. Customer's lessor should issue a purchase order or notice of assignment to YKI within 10 days of the customer order confirmation. In the event Products are delivered by YKI without an order confirmation from Customers lessor, Customer authorizes shipment of the Product to the Customer Location indicated in the Customers purchase order, authorizes YKI to invoice Customer for the full purchase price and agrees to pay YKI the full purchase price upon delivery.
Prices: Prices quoted by YKI are subject to change without notice.
Payment: (a) Payment terms for all products under this Agreement shall be Net on Invoice and Delivery. Customer shall pay all applicable sales tax, installation and freight charges. If Customer fails to make any payment when due, there will be a service charge of one and one-half percent (1.5 percent) of the total amount due or the maximum legal rate allowed by law, whichever is less. YKI reserves a security interest in the products until payment in full has been collected and Customer agrees to notify YKI prior to relocation of any product in which YKI has a security interest. Customer shall execute any other document, including a financing statement or other document similar to the UCC-1, necessary to perfect YKI's security interest in the products. Customer authorizes YKI to file at Customers expense any financing statement relating to the products without the Customer signature, except where prohibited by law.
Availability: Customer agrees that the products are subject to availability. YKI may cancel any order or any part of an order without cause at any time and without penalty, and YKI's sole obligation shall be to return any down payment paid by Customer. If Customer is delinquent in the payment of any invoice, or is otherwise in breach of this Agreement, YKI may at its discretion, withhold shipment (including partial shipments) of any order, or may at its option, require Customer to prepay for further shipments. YKI shall retain the right to suspend performance of any order or require payment in cash, security or other adequate assurance satisfactory to YKI when, in its opinion, the financial condition of Customer, or other grounds for insecurity warrant such action.
Delivery: All products purchased or leased by Customer pursuant to this Agreement will be shipped F.O.B. Factory. Freight and delivery will be added to the invoice based on current common carrier rates and subject to increase due to fuel surcharge. An anticipated shipping date will be established by YKI upon receipt of orders. The delivery date is the best estimate possible based on current and anticipated factory operations of when product will be shipped. YKI assumes no liability for loss, damage or consequential damage due to delays. Delivery shall occur and risk of loss shall pass to Customer upon delivery of the products to the FOB point.
Warranty: YKI warrants each new Yale product purchased pursuant to this Agreement to be free of defective material and workmanship under proper use and service, in accordance with the terms of the warranty statement published by Yale in effect at the time of acquisition of the product. Yale replacement parts will be warranted as specifically provided in a written warranty statement provided with the products. YKI MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES AND ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR PARTICULAR OR SPECIAL PURPOSES. YKI SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES REGARDLESS OF THE CAUSE. YKI's sole liability shall be discharged by replacing or repairing any part or parts which may prove defective under normal and proper use, within the effective period of the warranty, if shown to be defective by proper evidence submitted to YKI. In the event any parts and or structural components or appurtenances of a product are altered or modified by Customer without the express written consent of YKI any and all warranties shall immediately cease and terminate. Customer acknowledges and agrees that the limited remedies provided for in YKI's published warranty statements for the products shall constitute the entire warranty provided for the products and any breach thereof.
Product Returns: Products shall not be returned to YKI without its written consent. All costs of return shall be the responsibility of Customer.
Applicable Law: This Agreement shall be governed by and construed in accordance with the law of the State of Kentucky, without regard to its choice of law provisions. In the event of litigation or other proceedings by YKI to enforce or defend any term or provision of this Agreement, Customer agrees to pay all costs and expenses sustained by YKI, including but not limited to, reasonable attorney fees.
Force Majeure: Neither party shall be responsible for delays or failure in performance of this Agreement (other than failure to pay any amounts due) to the extent that such party was hindered in its performance by any act of God, civil commotion, labor dispute, unavailability or shortages of materials or any other occurrence beyond its reasonable control.
YKI Agents: Customer acknowledges that it has been advised that no agent, employee or representative of YKI has any authority to bind YKI to any affirmation, promise, representation, or warranty concerning any of the products and, unless such affirmation, promise, representation, or warranty is specifically set forth in this Agreement it does not form a basis of this bargain and shall not be enforceable against YKI.
Originals: Facsimile signatures shall be accepted as original signatures. Placement of any orders or the transaction of any business by electronic medium shall be subject to the terms of this Agreement.
Any increases in cost of freight quoted will be the responsibility of the customer and will be added to the invoice at time of delivery.
This is a non-cancellable transaction after receipt of this signed quote. Your signature signifies acceptance of the details of this quote along with our terms of sale.
When Yale Vision Telemetry System is installed on customer equipment; the customer agrees to the following terms: 1) supply information that is required on the Yale Vision Unit Assessment Form 2) sign the Yale Vision customer service agreement 3) in cellular applications, supply cellular service for connectivity to Yale Vision hardware. Cellular connectivity is not guaranteed by equipment manufacturer or dealer 4) in WI-FI applications, customer is responsible for the connectivity of WI-FI via routers, repeaters or any other equipment necessary to create connectivity to equipment inside or outside of customer facility. 5) It is the customer's (end user's) responsibility that the cellular or Wi-Fi service is acceptable for Yale Vision Telemetry. Any testing services required for substantiating service capabilities of cellular or Wi-Fi is the financial responsibility of the customer. Yale Vision Wi-Fi Specifications are outlined in the Telemetry Module Wi-Fi Specifications form. The receipt of customer's purchase order signifies agreement with Yale Vision terms above.