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<br /> Quotation Quote Number:142528 RevO
<br /> ...continued from previous page Codes:002 1028/029
<br /> without limitation,claims for personal injury or property or environmental damage)arising from any act
<br /> or omission of McCrometer,its agents,employees,or subcontractors,or from McCrometer's participation
<br /> in any legal proceeding alleging the failure or in-operation of a system in which McCrometer's products
<br /> were installed,in either case except to the extent attributable to the sole negligence of McCrometer.
<br /> Buyer further agrees to indemnify McCrometer for any attorneys'fees or other costs that McCrometer
<br /> incurs in the event that McCrometer has to take legal action to enforce any indemnity provision
<br /> hereunder.
<br /> SECTION 13:INSOLVENCY
<br /> McCrometer may immediately cancel all or part of any Purchase Order,without any liability,in the
<br /> event of:(a)Buyer's insolvency;(b)Buyer's filing of a voluntary petition in bankruptcy;©the filing of an
<br /> involuntary petition to have Buyer declared bankrupt provided it is not vacated within ninety(90)days
<br /> from the filing date;(d)the appointment of a receiver or trustee for Buyer provided such appointment is
<br /> not vacated within ninety(90)days from the appointment date;or€Buyer's assignment for the benefit
<br /> of creditors.
<br /> SECTION 14:CANCELLATION BY MCCROMETER
<br /> Upon cancellation of a Purchase Order,unless McCrometer and Buyer agree in writing to the contrary,
<br /> Buyer shall immediately pay McCrometer:(1)the full purchase order price applicable to the products
<br /> or services for Purchase Order(s)which have been accepted by McCrometer and cancelled by Buyer,(2)
<br /> the Purchase Order price for all items or services which have been completed in accordance with said
<br /> Purchase Order and not previously paid for by Buyer,and(3)the actual costs incurred by McCrometer,
<br /> plus a reasonable profit,not to exceed the aggregate purchase price specified by such Purchase Order,
<br /> to the extent such costs are reasonable in amount and are properly allocable under generally accepted
<br /> accounting principles to the terminated portion of such Purchase Order.Buyer will make no payments
<br /> for finished work,work-in-process or raw material fabricated or procured by McCrometer in amounts in
<br /> excess of those authorized in delivery schedules.
<br /> SECTION 15:LAW AND ARBITRATION
<br /> The law of the State of California shall govern the Contract.The Company,in its sole and absolute
<br /> discretion,shall have the right to decide whether any disputes arising out of this Contract shall be
<br /> resolved by binding arbitration in Riverside County,California,U.S.A.,administered by the American
<br /> Arbitration Association in accordance with its Commercial Arbitration Rules,including the Option Rules
<br /> Copyright©2013 McCrometer,Inc.All printed material should not be changed or altered without permission of McCrometer.Any published
<br /> technical data,instructions and Terms And Conditions
<br /> are subject to change without notice.Contact your McCrometer representative for current content.
<br /> McCrometer,Inc.3255 WEST STETSON AVENUE•HEMET,CALIFORNIA 92545 USA TEL:951-652-6811 •800-220-2279•FAX:951-652-
<br /> 3078
<br /> Printed In The U.S.A.6 Lit.30121-17 Rev.1.0/06-13
<br /> for Emergency Measure of Protection,and judgment on the award rendered by the arbitrator(s)shall
<br /> be final and binding upon the parties and may be entered in any court having jurisdiction thereof.The
<br /> language of the arbitration shall be English.The arbitrators are not entitled to award damages in excess
<br /> of original Purchase Order price as said above in Section 12.
<br /> Subject to the Company's discretion regarding arbitration set forth above,the parties agree that all
<br /> actions or proceedings arising in connection with this Agreement shall be tried and litigated only in
<br /> the courts of the State of California or courts of the United States of America sitting within the State of
<br /> California.Each party irrevocably accepts for itself and in respect of its or his property,generally and
<br /> unconditionally,the jurisdiction of such courts.Each party irrevocably consents to the service of process
<br /> out of any such courts in any such action or proceeding by the mailing of copies thereof in accordance
<br /> with this Agreement,such service to become effective ten(10)days after such mailing.Nothing in this
<br /> Agreement shall affect the right of any party to service of process in any other manner permitted by law.
<br /> Each party irrevocably waives any right it or he may have to assert the doctrine of forum non conveniens
<br /> or to object to venue to the extent any proceeding is brought in accordance with the provisions of this
<br /> Section 15.
<br /> SECTION 16:WAIVER
<br /> Any failure of McCrometer to enforce at any time any of the provisions,rights or remedies of this
<br /> agreement,to exercise any election or option provided herein,or to require at any time performance
<br /> by Buyer of any of the provisions hereof,shall in no way be construed to be a waiver of such provisions,
<br /> rights or remedies,nor in any way construed to affect the validity or enforceability of this agreement,or
<br /> any part thereof,or the right of McCrometer thereafter to enforce each and every such provision,right
<br /> or remedy.
<br /> SECTION 17:SEVERABILITY
<br /> In the event that any of the provisions of the Purchase Order or these standard terms and conditions
<br /> shall be held by a court or other tribunal of competent jurisdiction to be invalid or unenforceable,the
<br /> remaining portions of such Purchase Order and these standard terms and conditions shall remain in
<br /> full force and effect,provided that in such event the parties agree to negotiate in good faith substitute
<br /> enforceable provisions which most nearly affect the intent of the parties in entering into the Purchase
<br /> Order and these standard terms and conditions.Provided,however,that if the parties are unable to
<br /> agree upon a replacement provision which most nearly reflects the intent of the parties in entering
<br /> into the Purchase Order and these standard terms and conditions,any provision of the Purchase Order
<br /> Printed on 7/29/2015 2:36:57 PM Page 5 of 6 Continues on next page...
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