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business policies |
| general terms and conditions |
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| It is the primary objective of Angstrom Sciences, Inc. to provide superior products and services with a clear understanding as to the terms and conditions of our business transactions. Accordingly, products furnished and services rendered are sold only on the terms and conditions herein. Not withstanding any terms or conditions on customer's order, our performance of any contract is expressly made conditional on customer's agreement to these Terms and Conditions of Sale unless otherwise specifically agreed to in writing by us. In absence of such agreement, commencement of performance and/or delivery shall be for customer's convenience only and shall not be deemed or construed to be acceptance of customer's terms and conditions. If a contract is not earlier formed by mutual agreement in writing, acceptance of any product or service shall be deemed acceptance of the terms and conditions stated herein. All contracts for the sale of products shall be construed under and governed by the laws of the State of Pennsylvania. |
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| Quotation & Prices |
| All quotations are subject to the terms and conditions stated herein as well as any additional terms and conditions that may appear in our quotation or proposal. In the case of a conflict between the terms and conditions stated herein and those appearing in our quotation or proposal, the terms and conditions in our quotation or proposal shall control. Our prices and quotations are subject to the following: |
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| a) |
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All published prices are subject to change without notice. |
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| b) |
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Unless otherwise specified in writing, all quotations are firm for, and expire, thirty days after date thereof and constitute offers; provided that, budgetary quotations and estimates are for preliminary information only and shall neither constitute offers, nor impose any responsibility or liability upon us. |
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| c) |
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All shipments will be billed at prices in effect on the date of acceptance of customer's order. |
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| d) |
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Unless otherwise stated in writing, all prices quoted shall be exclusive of transportation, insurance, taxes (including without limitation, any use tax, sales tax or similar tax), license fees, duties and other charges related thereto, and customer shall report and pay any and all such shipping charges, premiums, taxes, fees, duties and other charges related thereto, and shall hold Angstrom Sciences harmless therefrom. |
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| e) |
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Stenographical, typographical and/or clerical errors are subject to correction. |
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| f) |
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Prices quoted are for products only and do not include technical data, proprietary rights of any kind, patent rights, qualification, environmental or other than standard tests and other than normal domestic commercial packaging unless expressly agreed to in writing by us. |
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| Terms of Payment |
| Unless credit is granted, payment is due upon delivery. All payments for products released and shipped on approved credit accounts shall be due in full thirty (30) days from date of invoice therefore, unless otherwise provided. Past due balances shall be subject to service charge of 1% per month (18% per annum), but not more than the amounts allowed by law. Partial shipments will be billed as made and payments therefore are subject to the above terms. Payments shall not be withheld for delay in delivery of required documentation unless a separate price is stated therefore, and then only to the extent of the price stated for such undelivered documentation. We may cancel or delay delivery of products in the event customer fails to make prompt payment therefore. Title shall remain in Angstrom Sciences until customer has made payment in full in accordance with the terms hereof. Customer shall cooperate fully with us to execute such documents and to accomplish such filings and/or recordings thereof as we may deem necessary for the protection of our interests in the products furnished. |
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| Transportation & Risk of Loss |
| Unless otherwise agreed to in writing by Angstrom, all transportation shall be at the expense of customer. We reserve the right to ship products, freight collect and to select the means of transportation and routing. Unless otherwise advised, we may insure to full value of the products or declare full value thereof to the transportation company at the time of delivery and all such freight and insurance costs shall be for customer's account. Risk of loss or damage shall pass to customer upon delivery of the products to the transportation company at the FOB point. Confiscation or destruction of, or damage to products shall not release, reduce or in any way affect the liability of customer therefore. Not withstanding any defect or nonconformity, or any other matter, such risk of loss or damage until we have been paid in full therefore, or the products have been returned for whatever reason, to us. Any and all taxes levied on or with respect to products after delivery thereof to the transportation company, including without limitation, taxes levied on or assessed to us by reason of its retention of title, shall be paid by customer. In the event we, in our sole discretion, choose to pay such taxes, then customer shall reimburse us in full upon demand. All products must be inspected upon receipt and claims should be filed with the transportation company when there is evidence of damage, either concealed or external. As used in the clauses appearing herein or attached hereto, "delivery" shall occur when products are delivered at the FOB point, which shall be the point of manufacture or such other place as we shall specify in writing. |
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| Performance |
| We shall not be liable in any way because of any delay in performance hereunder due to unforeseen circumstances or to causes beyond our control, including, without limitation, strike, lockout, riot, war, fire, act of God, accident, failure or breakdown of components necessary to order completion, subcontractor, supplier or customer caused delays, inability to obtain labor, materials or manufacturing facilities, or compliance with any law, regulation or order, whether valid or invalid, or any cognizant governmental body or any instrumentality thereof whether now existing or hereafter created. Performance shall be deemed suspended during and extended for such time as any circumstances or causes delay its execution. Whenever such circumstances or causes have been remedied, we will make and customer shall accept performance hereunder. In addition, our inventories and current production may be allocated so as to comply with applicable Government regulations. In the absence of such regulation, we reserve the right, in our sole discretion, to allocate inventories and current production and substitute suitable materials when, in our opinion, such allocation or substitution is necessary due to any such circumstances or causes. No penalty clause of any kind shall be effective. As used herein, "performance" shall include without limitation, fabrication, shipment, delivery, assembly, installation, testing and warranty repair or replacement, as applicable. |
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| Acceptance |
| Each product furnished by Angstrom shall be deemed accepted by customer unless notice of defect or nonconformity is received within thirty (30) days of delivery thereof. Now withstanding the foregoing, use of any such product by customer, its agents, employees or licensees, for any purpose after delivery thereof, shall constitute acceptance of the product by customer. |
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| Termination |
| Any order accepted by Angstrom and terminated by customer prior to delivery, shall be subject to a termination charge of not less than twenty percent (20%) of the order value to cover costs of processing and order handling. No order for non-standard products or services may be terminated by customer without being subject to above charges. Terminations are subject to the following conditions: (1) Customer will pay, at applicable contract prices, for all products which are completely manufactured and allocable to customer at the time of our receipt of notice of termination, (2) Customer will pay all costs, direct and indirect, which have been incurred by Angstrom Sciences with regard to products which have not been completely manufactured at the time of our receipt of notice of termination, plus a prorated portion of normal profit on the contract, (3) Customer will pay a termination charge on all other products affected by the termination. Our normal accounting practices shall be used to determine costs and other charges. To reduce termination charges, we will divert completed parts, material or work-in-progress from terminated contracts to other customers whenever, in our sole discretion, it is practicable to do so. |
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| Recital Property Not Insured |
| Angstrom Sciences cannot assume responsibility for loss or damage from any cause, to customer owned parts or material delivered into company's custody for processing. Now withstanding reasonable handling and security precautions, property deposited with Angstrom Sciences for repair or alteration is not insured to the actual cash value thereof by Angstrom Sciences against loss occasioned by theft, fire, vandalism or other circumstances beyond control, while such property remains with Angstrom Sciences. Owners of such property, particularly high value property, shall carry their own insurance to protect against damage or loss, and shall hold harmless Angstrom Sciences in losses resulting therefrom. |
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| Damage & Liability |
| Angstrom's liability for damages shall not exceed the amount we actually receive for the product furnished or to be furnished, or service rendered, or to be rendered, as the case may be, which is subject of claim or dispute, and in no event shall Angstrom Sciences be liable for incidental, consequential or special damages. |
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