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THE FOLLOWING TERMS/CONDITIONS, TOGETHER WITH ANY OTHER TERMS/CONDITIONS SPECIFICALLY AGREED TO IN WRITING BY
SELLER, SHALL APPLY TO ALL ORDERS ("Order(s)") FROM, AND SALES OF PRODUCTS ("Products") OR SERVICES ("Services") TO BUYER.
ANY ACCEPTANCE OF ANY ORDER OF BUYER IS CONDITIONED UPON THESE TERMS/CONDITIONS. ANY ADDITIONAL OR DIFFERENT
TERMS/CONDITIONS PROPOSED BY BUYER IN ANY DOCUMENT ARE OBJECTED TO AND SHALL NOT BE BINDING UPON SELLER. No
salesperson is authorized to bind Seller to any promise or understanding not expressed herein.
I.
PRICES All prices are subject to change without notice in the
event of any changes in cost of materials or labor, specifications,
quantities, delivery schedules, customs duties, other factors beyond
Seller's control, or in the event of delays caused by instructions of the
Buyer, or failure of the Buyer to give Seller adequate information.
Further, prices payable by the Buyer shall be subject to immediate
increase, should the Seller as a result of governmental action or
regulation including, without limitation, those contemplated by an
investigation under Section 232 of the Trade Expansion Act of 1962 (19
U.S.C. §1862), incur additional duties, tariffs or restrictions on products
sold hereunder, or on the raw materials that are used in making such
products. In no event shall prices include any amounts imposed on the
Buyer in connection with Buyer's purchases from Seller, such as taxes,
including but not limited to Value Added Tax (VAT) or excise taxes,
duties, tariffs, or any other costs assessed against the Buyer by a
governmental authority.
II.
DELIVERY Delivery dates are approximate and are dependent
on prompt receipt by Seller of all necessary information. Seller may
deliver all or any part of Products/ Services as early as 30 days in
advance of agreed schedule. The point of delivery shall be "Ex-works"
Seller's premises, unless otherwise specified by Seller. Upon delivery,
title to Products and all risk of loss or damage thereto shall pass to
Buyer. Where Buyer notifies Seller that it cannot take timely delivery of
the Products, Seller may place such Products in storage, at the risk of
Buyer, and Buyer shall reimburse Seller for all expenses incurred in
connection with such storage. Buyer shall dispose of the packing
materials for Products at its own expense, and shall defend, indemnify
and hold harmless Seller from any legal obligations in connection with
such packing waste.
III.
PAYMENT A. The term of payment shall be net 30 days from
date of Seller's invoice, unless otherwise specified. Payments shall be
made by Buyer without any deduction or set-off. Unless otherwise
agreed, payment shall be made in U.S. dollars. Seller may charge late
payment fees at the rate of 1.5% per month, or the highest rate
permitted by law, whichever is less, accruing daily.
B. If the financial condition of Buyer is unsatisfactory to Seller, Seller
may require full or partial payment in advance, or satisfactory security, in
the form of a letter of credit or otherwise. In the event of bankruptcy or
insolvency of Buyer, Seller may immediately cancel any Order then
outstanding.
C. Buyer grants Seller a purchase money security interest in Products
located in the United States, or Services, as well as any proceeds, for
the purpose of securing the obligations of Buyer hereunder. Buyer
authorizes Seller to execute on Buyer's behalf and file such financing
statements as Seller deems appropriate to perfect and notify Buyer's
creditors of Seller's security interest.
IV.
VARIATIONS IN QUANTITY; CHANGES. Buyer shall accept
delivery of quantities greater or smaller than the quantity specified in
Order(s), provided that any such variation shall not exceed 5% of the
quantity originally specified, or 2 units, whichever is greater. Seller shall
not be required to give notice of any such variations other than in the
applicable shipping notice and invoice. Seller reserves the option to
make changes to Products or Services which do not affect form, fit, or
function, and shall deliver Products to the latest configuration part
number at the time of delivery.
V.
EXPORT CONTROLS; FCPA; ANTI-BOYCOTT
A. Buyer shall not make any disposition of the Products, by way of
transshipment, re-export, diversion or otherwise, except as applicable
U.S. export laws and regulations may expressly permit, and other than in
and to the ultimate country of destination specified on Order(s) or
declared as the country of ultimate destination on Seller's invoices or in
the End Use Statement that Buyer supplies Seller. Seller shall not be
named as shipper or exporter of record or U.S. principal party-in-interest
May 2018
AMETEK, Inc.
TERMS AND CONDITIONS OF SALE
(USPPI) unless specifically agreed to in writing by Seller in which case,
Buyer shall provide Seller with a copy of the documents filed by Buyer
for Export clearance purposes. At Seller's request, Buyer shall supply
end-use and end-user information to determine export license
applicability. Failure of Buyer to comply with this section shall constitute
a material default allowing Seller to cancel related Order(s) without
liability.
B. Buyer warrants that it shall not violate or cause the Seller to violate
the U.S. Foreign Corrupt Practices Act of 1977 (FCPA), as amended,
the United Kingdom Bribery Act (UKBA) of 2010, as amended, or their
respective implementing regulations in connection with Buyer's sale or
distribution of the Products and/or Services, and that Buyer does not
know or have reason to believe that any consultant, agent,
representative or other person retained by Buyer in connection with the
sale and/or distribution of Products/Services has violated, nor caused
Seller to violate the FPCA and/or the UKBA. Where Buyer learns of or
has reason to know of any violation of FCPA and/or or UKBA in
connection with the sale or distribution of Products/Services, Buyer shall
immediately advise Seller.
C. Buyer further warrants that Buyer shall not violate or cause Seller to
violate the U.S. Antiboycott Provisions of the U.S. Export Administration
Regulations issued pursuant to the U.S. Export Administration Act of
1979, as amended, in connection with Buyer's purchase of
Products/Services and that Buyer shall not request or require Seller to
make statements or certifications against countries that are not subject
to boycott by the U.S.
VI.
manufactured by Seller, when delivered, shall be free from defects in
material/workmanship. Seller warrants that Services shall be performed
in accordance with generally accepted industry practice. Seller's
obligations under this warranty shall be limited exclusively to repairing or
replacing, at Seller's option, any part of Products which, if properly
installed, used and maintained, proved to have been defective in
material or workmanship within 1 year from the date of shipment, or re-
performing the Services. Seller warrants for a period of 1 year from the
date of shipment that software or firmware, when used with Products,
shall perform in accordance with Seller's published specifications. Seller
makes no warranty, express or implied, that the operations of the
software or firmware shall be uninterrupted or error-free, or that functions
contained therein shall meet or satisfy the Buyer's intended
use/requirements. Buyer shall notify Seller of any defect in the quality or
condition of Products (including software/firmware) or Services within 7
days of the date of delivery or performance, unless the defect was not
apparent on reasonable inspection, in which case, within 7 days after
discovery of the defect.
notification, it shall not be entitled to reject Products (including
software/firmware) or Services, and Seller shall have no liability for such
defect.
B. Seller's warranty obligations shall not apply to Products which (1)
have been altered or repaired by someone other than Seller, or (2) have
been subjected to misuse, neglect, or improper use or application, or (3)
are normally consumed in operation, or (4) have a normal life inherently
shorter than the warranty period stated therein.
C. No Products may be returned unless authorized in advance by
Seller, and then only upon such conditions to which Seller may agree.
Buyer must obtain a Return Material Authorization (RMA) number from
Seller prior to any return shipment, and such RMA number must appear
on the shipping label and packing slip. Buyer shall be responsible for
returned Products until such time as Seller receives the same at its
facility, and for all charges for packing, inspection, shipping,
transportation or insurance associated with returned Products.
D. This section VI sets forth the exclusive remedies and obligations for
claims based upon defects in or nonconformity of Products/Services,
whether the claim is in contract, warranty, tort (including negligence of
any degree or strict liability) or otherwise. THE FOREGOING
WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES,
WARRANTIES A. Seller warrants that Products
If Buyer does not provide such timely
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