Definitions: The term “Summit” as used herein shall mean Summit Engineered Automation, the term “Buyer” shall mean the purchaser of an article from Summit, and the term “Article” shall mean the equipment purchased from Summit.
Intellectual Property: It is specifically understood by and between the parties unless agreed in writing to the contrary, that the inventiveness of the Article engineered and/or designed by Summit, the title, all inventions and all patents which may be subsequently issued thereon related to the engineering and/or development of the Article by Summit shall remain the sole property of Summit. Summit shall be under no obligation to refrain from using similar Articles in its business, and/or making similar Articles available for sale to others, unless agreed to by Summit in writing to the contrary.
Price, Terms of Payment and Taxes: The price of the article and terms are set forth herein or sold hereunder, and the payments in full are due within said terms. All pricing contained in this Quotation shall be in U.S. currency. If payment is not received in 90 days, Summit will impose a 1.5% interest charge for each 30 days or parts thereof payment is late. Pricing on Quotation does not include packaging, local, state and federal taxes, duties and/or assessments. All taxes on this transaction shall be paid by Buyer. Buyer agrees to pay or reimburse any such taxes which Summit, Summit’s subcontractors or suppliers are required to pay.
Held Orders: Any order held or rescheduled at the request of the Buyer, or consented to by Summit in writing, will be subject to the prices and conditions of sale in effect at the time of the release of the hold or reschedule. Summit shall be entitled to be reimbursed by Buyer for any cost or expense resulting to Summit by reason of such delay or reschedule.
Cancellation or Stop of Work: Purchase orders which have been accepted by Summit shall not be canceled in whole or in part without prior written consent of Summit. In the event the Buyer shall request Summit to stop work, or shall cancel any or all parts of the purchase order, and if Summit’s written consent to such stop-work order or cancellation shall have been given by Summit, the Buyer agrees to pay Summit’s charges as follows; All work in process and any raw materials or supplies which have been used by Summit, or for which commitments have been made by Summit in connection with the order, will be paid for on the basis of Summit’s full costs, including manufacturing, engineering, selling and administration overhead. All Cancellations are subject to a 12% cancellation fee based off total price of the project.
Shipment: Shipping dates are estimates and Summit does not guarantee that any Article will be completed or shipped on a certain date. Summit agrees, subject to the other provisions hereof, to use all reasonable efforts to ship Articles within a time span suitable to Buyer. It is the responsibility of the Buyer to provide Summit with all necessary manufacturing details and specifications, test materials and other items needed for design and manufacture on a timely basis so that Summit is able to fulfill its shipment obligations as set forth herein. If Buyer delays manufacture, payment shall be due and made on the percentage of equipment completed, based on the contract price. If Buyer delays shipments, payment shall become due from the date when Summit is prepared to make shipment.
F.O.B. Point, Title and Risk of loss: Articles sold hereunder shall be shipped F.O.B. Shipping (Summit’s plant). Title and risk of loss shall pass to Buyer when delivery to the carrier is made at the F.O.B. point. The Buyer shall pay all transportation charges. Buyer shall have the right to select the means of transportation. The Article sold by Summit to the Buyer shall, for the purpose of security for payment to Summit of the purchase price, remain the property of Summit and shall be deemed personal property until fully paid for, and the Buyer agrees to perform all acts which may be necessary to perfect and assure retention of the title to such Article by Summit and risk of loss or damage to the Article or any part of the same, shall pass to the Buyer upon delivery of such Article of any parts thereof, F.O.B Shipping (Summit’s plant).
Warranty: Summit warrants to the original Buyer that the Article described herein or sold hereunder will be free from defects in materials and workmanship at the time of shipment. If within twelve (12) months from the date of shipment by Summit, or single shift operation for a period of one thousand (1,000) accumulated hours of use, the Article contains defects in material and workmanship and Buyer notifies Summit promptly in writing giving detailed description of each defect in materials and/or workmanship, Summit shall thereupon correct any defect, at its option, either by repairing any defective part or parts or by making available at Buyer’s plant a repaired or replacement part. No claim by Buyer for damages, labor and installation charges will be allowed, but Buyer will be reimbursed for transportation charges if the part is determined to be defective. Parts of the equipment manufactured by other than the Summit are not covered by Summit’s warranty and are sold exclusively under the warranty provided by such manufacturer and only to extent that Summit may pass on such warranty to Buyer. On the repair or replacement of a defective part, Summit’s warranty will continue for the repaired or replaced part for the remainder of the warranty period which remains for the original part. Any liability of Summit under the warranties specified above is conditional upon the applicable equipment being well maintained, properly lubricated, cleaned and operated at speeds not in excess of the quoted speed by qualified operators and that the materials chosen, to be used on or through the equipment by Buyer, are in accordance with the drawings and specifications approved by Summit. Summit will not be liable for any loss experienced by the buyer such as a plant shut-down, increased operational expenses, loss of product or materials, or any other consequential loss or damage of any nature. All claims for such loss or damage are expressly waived by Buyer. The foregoing warranties run only to Buyer, are nonassignable and THE REMEDIES CONTAINED THEREIN SHALL BE BUYER’S SOLE AND EXCLUSIVE REMEDIES in the event of any breach thereof. Except as expressly set forth above, there is NO WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING NO WARRANTY OF MERCHANTABILITY OR OF FITNESS OF PURPOSE related to: The article or any components thereof or their performance or ability to produce or handle any product or article or the product or article so handled by the machinery and none shall be implied by law. As to the warranty expressly made above, any claim by Buyer on account of breach of warranty shall be deemed waived conclusively unless written notice thereof is given within thirty (30) days of the event which constitutes or evidences a breach of warranty. This warranty shall not apply to any article or components which shall have been damaged in any way after shipment from the F.O.B. point. There is no warranty whatsoever as to any materials, articles or products which might be handled by or run on the machinery or parts and Summit SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGES DIRECT, CONSEQUENTIAL, SPECIAL OR OTHERWISE occasioned in any way by defect or deficiencies in the Articles, their design and components or materials, articles or products handled by or run on the machinery or for any other cause whatsoever.
Buyer Warranties: Buyer warrants that it has qualified personnel who are able to properly and safely operate the Articles sold hereunder. Buyer shall regularly train employees in the safe use of the Article, shall maintain good working order with all safety devices installed and in operable condition the machinery which Articles sold hereunder will be installed upon or within and agrees to save and hold harmless Summit from any and all claims, demands and suits which result from or be connected with the operation or use of the machinery and parts by any person, including employees of Buyers, whether for personal injuries, death or property damage.
Installation: The selling price does not include supervision of installation by Summit. Installation of Article shall be Buyer’s expense. This service is available at Buyer’s option at the current established rates. Summit, upon Buyer’s request shall provide an experienced technician to supervise the installation, and Buyer agrees to pay transportation charges and reasonable living expenses for said technician, and Summit’s daily service charge in effect at the time.
Impairment of Credit: If buyer is or becomes insolvent or is unable to pay its debts or has filed for bankruptcy or has had any bankruptcy proceedings filed against it or if in the reasonable judgment of Summit, Buyer’s ability to pay has been impaired, Summit may demand cash in advance before shipment is made. Interest at the maximum legal rate shall be charged on all past due payments under this Agreement.
Security Interest: The Buyer hereby grants to Summit a security interest in the Article to secure payment of the purchase price and Buyer’s performance under this Agreement, and Summit shall have, upon default of payment or upon the bankruptcy or insolvency of Buyer all of the rights of a secured creditor under the Uniform Commercial Code, including the right to the immediate repossession of the machinery or parts. Buyer agrees to execute any and all documents deemed reasonably necessary by Summit to perfect Summit’s security interest in the Articles.
Specifications: Summit reserves the right to alter the design or specifications of the Articles at any time prior to delivery to the F.O.B. point, so long as such changes do not materially change the basic function of the Articles upon or within which sold hereunder are to be installed or increase the purchase price. All technical data, layouts, and concepts whether written or oral supplied by Summit or disclosed to Buyer by Summit constitute proprietary and confidential information of Summit, and Buyer agrees that it shall not disclose to third parties any such information. The provisions of this section 13 shall survive the completion of performance of this agreement.
Cancellations: This agreement is not subject to cancellation or change by Buyer without the written consent of Summit. In the event Buyer refuses to accept delivery of any Article, Buyer agrees to indemnify Summit against all losses or damages it may incur as a result of such failure to accept delivery including without limitation, all costs incurred in the manufacturing and design of said Articles, lost profits and restocking charges. For any such Article, Summit shall retain title. Summit shall be entitled to all damages provided by this Agreement and applicable law.
Patents: It is specifically understood by and between the parties unless agreed in writing to the contrary, that title and all inventions and all patents which may be subsequently issued thereon related to the engineering and/or development of the Article by Summit shall remain the sole property of Summit. Summit shall be under no obligation to refrain from using it in its business unless agreed to by Summit in writing to the contrary. Buyer shall give Summit needed information and/or furnish with specifications to build Articles. Buyer hereby agrees to indemnify and hold Summit harmless against any claims, infringements or alleged infringements of the Article, which arise out of compliance with specifications. No responsibility whatsoever is assumed for the violation of patens or process patens covering the products of the Article, nor for any infringement arising from the use of the Article furnished hereunder with other apparatus, and in the event that Summit is held liable by reason of such products, process patents or such co-joint use, the Buyer shall assume all damages and costs, if any, assessed against Summit. This indemnity covers the structure of the machinery or parts only and does not extend to methods or processes employed by the Buyer.
Packaging and Storage: Unless otherwise specified, the price includes standard packing. Export or special packing shall be undertaken only upon Buyers written instructions and at Buyers expense. If Buyer fails to take timely delivery of the Articles, Buyer shall pay reasonable storage and care and maintenance expenses of the machinery or parts. This clause shall not, however, impose any liability upon Summit for such care and maintenance.
Applicable Laws and Ordinances: The Buyer shall be responsible for ascertaining that the Article as installed and operated will comply with all building code requirements and all other applicable laws, rules, ordinances and regulations, whether federal, state or local.
Performance and Speeds: Where reference is made in Summit’s specifications to various performance and speeds of the Articles, Buyer understands that such references do not constitute a representation or warranty as to normal operating performance and speed of the Articles. The stated performance criteria for the Article herein are based only on the information, parts, and product samples available to Summit at the time this Quotation was issued. The performance and speed at which the Articles perform is dependent upon quality, nature, and consistency of the materials used on the Articles, the level of competency of the personnel operating or supervising the operation of the Articles and such other conditions as may exist at the premises where the machinery or part are situated.
Testing & Test Samples: Unless otherwise provided, the Article shall be tested in Summit’s plant using its standard test procedures. The Buyer shall, at its sole cost and expense, provide sufficient quantities of the test samples, parts, products, production materials and/or parts to be processed for use with the Article as requested by Summit in order that Summit may complete the design, engineering, debugging or acceptance of testing of the Article.
Claims: No claims of shortages or errors will be considered unless such claim is made in writing within thirty (30) days from receipt of the machinery or parts. Buyer’s acceptance or use of the machinery or parts shall constitute Buyer’s waiver of any and all such claims and any claims for losses or damages resulting from any delays in delivery or shipment, regardless of the cause.
