The following are the standard terms
and conditions of Alternate Energy Systems, Inc. for domestic
customers. Actual terms and conditions for a specific order may have
adjusted language and may be attached to the acknowledgement of the
purchase order. Contact Alternate Energy Systems, Inc. for terms and
conditions for export orders.
Version 12/99 (05/11)
Where these terms and conditions are
incorporated in a proposal submitted by Alternate Energy Systems, Inc.
("Seller"), that proposal, together with these terms and conditions,
expresses the Seller's entire undertaking and responsibility when the
Purchaser's written order is transmitted to the Seller within thirty
(30) days from the proposal date, and when the Purchaser's order is
accepted by the Seller at its offices. Any previous quotations,
agreements, conversations, or understandings, are superseded hereby.
For all other orders, these terms and conditions shall govern the
contract between the Purchaser and the Seller. Any deviation from these
terms and conditions must be agreed upon by the Seller, in writing.
Specifically, the fact that Seller provides product in response to an
order issued by the Purchaser, carrying deviating terms and conditions,
does not automatically indicate that the Seller has accepted the
Purchaser's terms and conditions.
Seller guarantees that all products of its
manufacture, sold pursuant hereto, shall be free of defects in
workmanship and material, normal wear and tear excepted, for the
standard period of one year from date of shipment from Seller. Certain
products may carry shorter or longer warranty periods, in effect for
these particular products at the time of shipment from the Seller.
Commercial items, and other components, such as controls, electric
motors, drives, etc., utilized in these manufactured products, are not
guaranteed by Seller. Instead, they are covered by, and are subject to,
their respective manufacturers' guarantees only. Complete products
represented by, distributed by, or purchased and resold in any other
manner by, Seller, are not guaranteed by Seller, but will be subject to
their respective manufacturer's guarantee.
In the event of defects developing within the Seller's applicable
guarantee period under normal and proper use, the Seller will only be
obligated to furnish, F. O. B. point of manufacture or the Seller's
plant, at its option, without charge, parts required to replace
materials found defective; or, at Seller's option, replacement of
defective item. Seller or its suppliers shall not be held liable for any
further costs or expense, or for indirect or consequential damages,
including removal or reinstallation cost, and lost profits.
Deterioration or wear caused by chemicals, abrasive action, or excessive
heat shall not constitute defects under warranty, unless such conditions
are expressly provided for by the Seller, in writing. Products or parts
that have been subject to accidental damage, misuse, unauthorized
disassembly or alterations, improper installation, lack of proper
lubrication, or lack of other service requirements established by the
manufacturer, will not be covered by warranty. THE WARRANTY STATED
HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, STATUTORY, OR
IMPLIED; INCLUDING, WITHOUT LIMITATION, THAT OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
Unless otherwise specifically noted in a
proposal, prices quoted by seller do not include any applicable city,
county, state or federal taxes. Any of these taxes to which a
transaction is subject, are to be borne by the Purchaser, even if
collection is required by the Seller.
Seller or any manufacturer it represents, shall not be liable for any
expense involved in meeting any federal, state or local codes. Federal
codes, such as those represented in OSHA, refer to the employer
(Purchaser) and not to the supplier (Seller). They cannot be delegated.
However, the Seller will endeavor to help the Purchaser comply with
Seller's sales proposals are based on supplying its chosen make of
motors, controls, drives and miscellaneous incidental equipment of the
type required. If the Purchaser specifies a particular brand of one of
these devices, the Seller reserves the right to charge any additional
cost involved, and its estimated shipping date is subject to such delays
as may be required to obtain any non-stock item.
Seller will use all reasonable care in shipping the equipment and will
endeavor to make shipment within the time estimated. However, it assumes
no responsibility for loss of, or damage to, the equipment after
shipment from its plant, or for unavoidable delays, such as those caused
by fire, strikes, carriers, or other causes beyond the Seller's control.
Unless instructed otherwise, all shipments will be insured at the buyer's expense and at the net invoice value of the goods.
Erection and Installation:
Seller assumes no responsibility for improper operation of equipment due
to faulty erection or installation, when the equipment is erected by the
Purchaser or his designates.
All orders placed with, and accepted by, Seller are firm and not subject
to cancellation, except by mutual consent. They are cancelable then only
on terms that will indemnify the Seller against any losses incurred.
Claims for shortages or damage to merchandise should be made to the
transportation company making delivery. Should any piece of equipment
prove defective, it will be repaired or replaced under the applicable
warranty provided herein. Under no circumstances should any items be
returned to Seller or the manufacturer from which Seller procured the
item, without prior written Return Goods Authorization from Seller.
If Goods are returned without obtaining Return Goods Authorization,
Seller and its associated manufacturers will not be responsible for the
cost of repairs made in the field, if they are made without the written
agreement of, and specific written instructions from, Seller and the
affected manufacturer, if any. .
Full net payment must reach Seller's office by the 30th day after
invoice date. The following finance charges will apply for later
payment, unless other agreements exist for that sale only: The account
is subject to a finance charge for late payment of the lower of (A) the
maximum allowable rate, or (B) 1½ % per month (Annual Percentage Rate:
18%) on the total past due balance at any time that the past due balance
includes any charge remaining unpaid 30 days after the date on which it
was billed. There shall be no finance charge under a "Consumer Credit
Transaction" as defined under the Federal Truth in Lending Law.
This agreement has been executed in, and shall be governed by, the laws
of the State of Georgia.
and Security Interest:
Purchaser agrees that Seller shall have and retain a security interest
in the material furnished pursuant under this Agreement and, if full
payment of all sums due is not received by Seller in accordance with the
payment terms set forth herein and on the face hereof, Seller shall have
the right to enter Purchaser's premises, and any other place where the
material may be located, and repossess the material. This right of
repossession shall be in addition to, and in no way in limitation of,
any rights or remedies Seller may have under law or this Agreement by
reason of Purchaser's failure to pay.
Acceptance of above Conditions:
All orders shall be subject to the terms and conditions described above,
and to no others, whatsoever. When attached to the Seller's written
quotation, this document contains the entire agreement between the
parties, and there will be no oral or written understandings, terms or
conditions, and Purchaser will not have relied upon any conditions or
representation not contained therein. No waiver, alteration or
modification of the terms and conditions on this and the other side
hereof shall be binding unless in writing and signed by an executive
officer or by a duly authorized representative of the Seller.
THE PURCHASER'S RECEIPT
OF THE INVOICE SHALL CONSTITUTE AN ACCEPTANCE BY THE PURCHASER OF ALL
THE TERMS AND CONDITIONS CONTAINED DESCRIBED ABOVE, AND ANY ATTACHMENT
HEREOF OTHER THAN ANY TERMS OR CONDITIONS TO WHICH THE PURCHASER SHALL
PROMPTLY TAKE EXCEPTION BY SPECIFIED WRITTEN OBJECTION.