General – No addition to or modification of any Terms and Conditions of Sale as they appear herein for product sales of Pace Electronics shall be binding upon Pace Electronics unless signed in writing by an authorized representative of Pace Electronics.
General – This agreement is deemed to be made in the State of New York and shall be interpreted under the laws of said state in force on the date of the agreement. Products are sold only on the terms set forth herein. Different or additional terms are not agreed to by Pace Electronics unless done so and signed in writing by an authorized representative of Pace Electronics. This agreement shall stand as the entire agreement between the Buyer and Pace Electronics and no understandings, representations, agreements, modifications, alterations or additions shall be effective unless in writing and signed by the Buyer and Pace Electronics.
Warranty – Pace Electronics hereby expressly excludes all express and implied warranties, including the warranties of merchantability and fitness, except as such warranties may be set forth in a written guarantee covering said product. Pace Electronics also hereby excludes any warranty that the products hereunder shall be free of the rightful claim of any third person by way of patent infringement or the like.
Notwithstanding the provisions of the proceeding paragraph, the purchaser shall hold Pace Electronics harmless and indemnify Pace Electronics from and against any expense, loss or claim resulting from infringements of patents or trademarks arising from Pace Electronics compliance with the Buyer’s specifications or instructions, verbal or written.
Terms – Terms to customers of satisfactory credit are 30 days from the date of invoice.
Quotations – All written quotations are valid for 60 days from the date quoted.
Returns – Authorization for returns must be provided in writing by Pace Electronics. Such authority for return shall be granted upon reasonable request. Unauthorized return shipments will be refused. All returns should include all pertinent order information for the product including part number quantity and return material authorization number.
Cancellation – Any order placed with Pace Electronics can be cancelled by the Buyer upon agreement on and payment of cancellation charges. Said charges will take into account expenses incurred and commitments made by Pace Electronics. All materials will be furnished to Buyer upon written request within 30 days of cancellation.
LIMIT OF LIABILITY – IN NO EVENT WILL PACE ELECTRONICS ASSUME RESPONSIBILITY OR BE LIABLE (a) FOR PENALTIES OR PENALTY CLAUSES OF ANY DESCRIPTION, OR (b) FOR INDEMNIFICATION OF BUYER OR OTHERS FOR COSTS, DAMAGES, OR EXPENSES ARISING OUT OF OR RELATED TO THE PRODUCT OR SERVICES OF THIS ORDER OR (c) FOR INDIRECT OR CONSEQUENTIAL DAMAGES UNDER ANY CIRCUMSTANCES.
Price Changes – Unless otherwise agreed to in writing between Pace Electronics and Buyer, Pace Electronics reserves the right to increase or decrease any price on any portion of an order that is unshipped after providing 30 days written notice of said change.
Pricing Adjustments – From time to time it may become necessary to adjust pricing based upon acts of the Federal Government. In situations where a government action causes a fluctuation in the cost of the Product supplied in the Agreement a pricing adjustment will automatically be triggered for the affected Product. Specifically, these actions may include tariff classification or rate changes, anti-dumping or other punitive duty
imposition or other actions that directly impact the cost of the Product.
Force Majeure – Except for the obligation to pay for the Products provided or other material and/or services provided under the Agreement, neither party shall be liable for its failure to perform hereunder, in whole or in part, where performance would be inadvisable, commercially impracticable, illegal or impossible to perform. Such circumstances include strikes, riots, war, fire, explosions, acts of God, injunctions, compliance with any law, regulation or order, whether or not valid, of the United States of America or any governmental body or any instrumentality thereof, whether now existing or hereto created; provided, however, that the parties shall use reasonable efforts to meet their obligations for the duration of the force majeure condition; and provided further, that the party declaring the force majeure shall notify the other party promptly in writing of the commencement of the condition, the nature and expected length and the termination of the force majeure condition.
Delivery – Pace Electronics will use every reasonable effort to effect shipment on or before the date indicated. Seller shall not be liable for delay in performance or inability to perform occasioned by cause beyond its control or beyond the control of its suppliers or contractors, including, but not limited to strike, embargo, governmental regulation, Buyer delays or inability to obtain materials. If performance is delayed by reason thereof, it shall notify Buyer at the earliest possible occasion of such delay and the time for performance shall be extended for the period of the contingency. If, as a result of the contingency Pace Electronics cannot perform its duties the agreement shall be deemed terminated with no liability to either party, but shall remain in effect for any portion not effected by the contingency.