- SALE PRICE: Unless otherwise noted, all prices quoted are subject to change without notice. All prices are F.O.B. U.S. Stocking warehouse, unless otherwise stated and shipment will be freight collect. Prices are only valid for thirty (30) days from date of proposal and may be withdrawn at any time prior to our acceptance of a purchase order.
- TAXES: Prices do not include sales, use, excise, property or similar taxes arising out of or relating to the sale or use of the product. Buyer shall indemnify and hold Skywave Antennas, Inc. (Company) free and harmless from and against the imposition and payment of such taxes, whether or not they are stated in any invoice for product shipped. Company, at its option, may at any time; separately bill Buyer for any taxes not included in Companys invoice and Buyer shall pay said taxes, or in lieu thereof, shall provide company with a tax exemption certificate acceptable to taxing authorities.
- PAYMENT TERMS: A Payment term for Skywave Antennas, Inc. is Net 30. Other payment terms may be made available on a case by case basis to credit worthy government entities, large corporations and some repeat customers. Any such other payment schedule must be confirmed in writing before the product can be delivered and are subject to interest charges when past due. Company reserves the right to cancel and to refuse to complete Buyers purchases if, in companys opinion, buyer has not established credit promptly and met the payment terms of the order.
- DELIVERY: Company shall exert its best efforts to cause the product to be shipped and delivered in accordance with the terms and provisions of the sales contract. However, all delivery dates stated by Company are approximate dates only, subject to prior sale, subject to confirmation at the time of order placement and are estimated in good faith to the best of Companys ability, commensurate with foreseeable scheduling. Company will not assume any liability for any loss or damage whatsoever, including loss of income and/or profits, incidental, special or consequential damages resulting from Companys delayed performance in shipment and delivery of the product for any reason whatsoever and Buyer specifically covenants that it will assert no such claim against Company. Any claims for shortages or claims that the product delivered is other than that which was ordered or claims for damages prior to delivery to Buyer or Buyers agent must be made in writing to Company within ten (10) days after the arrival of the product at Buyers plant or place of business.
- RISK OF LOSS: Upon delivery by Company or the manufacturer to a carrier for shipment of equipment to Buyer, risk of loss shall pass to Buyer. Thereafter, the carrier shall be deemed to be acting for and on behalf of Buyer and the terms of payment for the product shall not be affected by damage to or destruction of the product sold.
- CANCELLATIONS: Orders which have been shipped are not subject to cancellation. Orders which have not been shipped shall be subject to a cancellation charge for up to 100%, of the price quoted. This cancellation charge will be presented by Company to Buyer and failure to pay the same when invoiced will void any prior agreement by Company to cancel. Consent for cancellation can only be given by a duly authorized officer of Company.
- CONFIDENTIALITY: All drawings, designs, specifications, manuals, programs and prices furnished to Buyer by Company shall remain the confidential and proprietary property of Company. All such information, except as may be found in the public domain, shall be held in strict confidence by Buyer and shall not be disclosed by Buyer to any third parties. Copyright in all material made available by Company shall remain in company at all times.
- SAFETY PRECAUTIONS: It is Buyers responsibility to provide all the means that may be necessary to effectively protect all employees from serious bodily injury which otherwise may result from the method of particular use, operation, set-up or service of the equipment. If Buyer fails to comply with such provisions of this paragraph or the applicable standards or regulations aforementioned, Buyer shall indemnify and save Company harmless from and against any and all claims, losses or damages arising there from. It is the responsibility of Buyer to comply with any and all local and federal codes.
- LIMITATION OF WARRANTY: It is understood and agreed: (a) Skywave Antennas, Inc. offers 1 year unlimited warranty on all products sold. (b) that all warranties offered are those of the manufactures of the product and not Company and Company assigns to Buyer, all warranties, if any, received by the company and its manufacturer: (c) that Company has no obligation or liability arising from its manufacturers warranty; and (d) that third party dealers are not agents of Company and Company has no obligation or liability arising from any warranty made by said third party dealer.
Buyer further represents and acknowledges that Company has not made and hereby disclaims any representations or warranties, direct or indirect, express or implied in any manner whatsoever, including without limitation, any and all warranties concerning or related to the design or condition of any item of equipment, its mechanability or its liability or its fitness for any particular purpose, the quality of the material or workmanship of any item of equipment to the provisions and specifications of any purchase or orders relating thereto, nor shall Company be liable for incidental or consequential damages (Including lost profits and strict liability in tort).
Company shall not be liable to Buyer, or any other party, for any loss, damage, injury or expense of any kind or nature caused directly or indirectly by the equipment or the failure of the equipment to operate properly. Company and manufacture shall be entirely free from liabilities or responsibilities of any problem due to patent infringements, trademark, design registered, marking or stamp or otherwise on the goods supplied in accordance with Buyers instruction. Buyer hereby agrees to assume whole responsibility to pay royalty or expenses if any for any dispute resulting from such use.
Company gives no warranty, express or implied, as to: the quality, finish, accuracy or tolerance, compliance with electrical, hydraulic, pneumatic or other safety codes required by any governmental or quasi-governmental body; efficiency, productivity, performance, merchantability, conditions of the merchandise being suitable for any particular use intended purpose or otherwise.
- LIMITIANTION OF REMEDIES: Buyer acknowledges that the sale price at which Company has agreed to sell the product, sold hereby is limited because of the disclaimer of warranties and limitation of remedies set forth herein, without which the price would be substantially higher. Company expressly limits its liability to the repair, refund or replacement (in Companys sole discretion) of the item sold, and disclaims any liability for any other damages or relief, at law or in equity, however characterized.
- FORCE MAJEURE: Company shall not be responsible for nonperformance or late performance of any part of the contract due to orders, regulations, and/or ordinances by government, act of god, war, blockade, insurrection, mobilization or due to any other causes or circumstances beyond sellers control. All contracts are subject to export permit by the Government of the country from which the product or component originated.
- ASSIGNMENT: This agreement may not be assigned without the express written consent of the parties hereto. Any attempted assignment of rights or delegation of duties shall be void.
- GOVERNING LAW: This agreement shall be construed in accordance with the laws of the State of Alabama, USA. The provisions of this agreement are divisible and the invalidity or unenforceability of any provision or provisions contained herein shall not in any way affect the validity of this agreement without the invalid or unenforceable provision or provisions.
- MERGER CLAUSES: The entire contract is embodied in this writing. There are no understandings, agreements, representations, or warranties, either oral or written, relative to the products, including statements made in or conduct implied from past dealings that are not fully expressed herein. No statement, oral or written, made prior or subsequent to the acceptance of the purchase order purporting to modify the said terms and conditions shall be binding unless consented to in writing, signed by a duly authorized officer of Company in a document making specific reference to this transaction. Any attempt by Buyer to modify the terms and conditions by sending contrary or conflicting terms and conditions, regardless of when or how provided to Company, shall be totally void and without effect unless in writing and signed by a duly authorized officer of Company.
- ENGINEERING CHANGES: Any specifications provided by Company were in effect at the time they were provided. Company and their manufacturers reserve the right to discontinue or to make such changes on any product at any time and to change specifications or design without prior notice and without incurring obligations with the exception of an existing purchase order.