Engineered Measurement Systems Inc. - Manufacturer of Unique Torque-Meters

Terms & Conditions of sales


1

Payment terms are net thirty (30) days from invoice date.

2

All prices are F.O.B. Engineered Measurement Systems, Inc.'s plant unless otherwise specified and are valid for ninety (90) days from date of quotation and do not include any applicable taxes or tariffs.

3

Ownership of goods passes to Purchaser upon Company delivery to a carrier at Engineered Measurement Systems, Inc.’s plant, 3101 S. Gulley Rd., Dearborn, Mi. 48124.

4

Normal shipment method is UPS. Purchaser can specify any other shipping method. Shipping cost will be added as a separate item on the invoice.

5

If the financial condition of the Purchaser is not satisfactory, Engineered Measurement Systems, Inc. may cancel the order or require full or partial payment in advance.

6

General pricings are subject to change and should be specifically confirmed.

7

Any acceptance by Engineered Measurement Systems, Inc. of the Buyer's order is expressly conditional on the buyer's assent to any additional or different terms and conditions contained herein. Buyers assent to the terms and conditions contained herein shall be deemed given upon Buyer’s acceptance of the merchandise delivered to Buyer hereunder. Quotations issued by a Company field office or by Sales Representatives are not offers and should not be construed as offers to sell. Such quotations issued are not binding on EMS, Inc. nor shall the Buyer's acceptance thereof be binding upon the Company, unless expressly confirmed in writing by the Company's headquarters in Redford Twp., Mi.. All orders are received subject to acceptance by Engineered Measurement Systems, Inc. at said headquarters.

8

The Company reserves the right to make partial shipments of equipment as fabrication is completed. Partial shipments will be invoiced at standard terms.

9

Delivery information is approximate and refers to time of delivery to carrier and is made in good faith. Delivery schedules are not guaranteed and the Company will not accept any liability for any penalty or damages, liquidated or otherwise, for delayed shipments or installation.

10

In the event of cancellation, Purchaser shall pay to the Company promptly upon receipt of invoice from Engineered Measurement Systems, Inc.

      (a) The full contract price for all products which shall have been completed prior to the Company’s receipt of notice of cancellation.

      (b) All costs actually incurred by the Company in connection with the uncompleted portion of the order.

      (c) Cancellation charges incurred by the Company on account of its purchasing commitments made under the order. The Company’s remedies hereunder are cumulative, and in the event of breach or cancellation, the Company shall be afforded all remedies as provided by the law.

11

The Company makes no warranties, either expressed or implied, other than those warranties set forth in the Company’s Limited Warranty and incorporated herein by reference. The Company’s liability under such warranty shall be limited to repair or replacement of defective material and workmanship; and in no event shall the company be liable for any consequential, indirect or other damages that may be incurred by the buyer.

12

Acceptance of this offer is expressly conditional on purchaser's acceptance of all Engineered Measurement Systems, Inc.'s terms. Neither modification of, nor addition to, the foregoing terms of sale and shipment, oral or written, nor any conflicting terms or conditions incorporated in purchaser's order, are a part of the contract unless specifically agreed to by the Company in writing and signed by an officer of Engineered Measurement Systems, Inc..

13

The Company makes no representations as to whether goods being sold are free of the rightful claim of any third person by way of infringement of similar claims and disclaims any warranty against infringement or similar claims with respect to the goods.

14

Selected software and hardware, drawings, diagrams, manuals, specifications, and other materials furnished by Engineered Measurement Systems, Inc. relating to the use and service of articles furnished hereunder, including any information, are hereby identified as proprietary to Engineered Measurement Systems, Inc.. Such software and hardware, diagrams, manuals, drawings, specifications and other materials, have been developed at great expense and are considered to be trade secrets of Engineered Measurement Systems, Inc.. Buyer may not reproduce in any way, without the expressed written permission of the Company., such diagrams, drawings, manuals, specifications and other materials, except as needed to operate and maintain the equipment supplied by Engineered Measurement Systems, Inc.. All documents and/or material aforementioned relative to the articles, supplied directly by Engineered Measurement Systems, Inc. (except information as may be established to be in the public domain or disclosed pursuant to judicial or Government action) shall be received in confidence and Buyer shall exercise reasonable care to hold such information in confidence.

15

No agent, employee or representative of the Company has the authority to bind the Company to any affirmation, representation or warranty concerning the goods sold under this contract, and unless an affirmation, representation or warranty made by an agent, employee or representative is specifically included within this bargain, it shall not in any way be enforceable by the Purchaser.

16

This contract shall be governed in accordance with the laws of the State of Michigan. Should any term or condition contained in the contract contravene or be invalid under applicable law, the contract shall not fail by reason thereof, but shall be construed in the same manner as if such term or condition had not appeared herein.

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