Control Specialties agrees to contract with Buyer for the sale of the equipment described herein (the"Products") and services to be performed by Control Specialties in connection the Products (the "Services") only ifBuyer's acceptance of Control Specialties offer to sell contains all of the terms set forth herein. Control Specialties herebyobjects to any additional terms. Any conf'lrmatory action by the Buyer or acceptance of the Products or Services shallconstitute assent to these terms and any additional terms set forth therein shall not be effective or binding.
I. To the extent assignable, Control Specialties shall assign to Buyer, without recourse to Control Specialties, all warrantiesof the manufacturer ofthe Products made with respect to the Products. Control Specialties makes NO IMPLIEDWARRANTIES OF ANY TYPE, WHEIBER OF MERCHANT ABILITY, OR FITNESS FOR A PARTICULARPURPOSE with respect to the Products or Services, and no warranties or guaranties, express orimplied, are made byControl Specialties except as specifically provided herein.
2. IN NO EVENT SHALL CONTROL SPECIALTIES BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL ORSPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITSAND ATTORNEY'S FEES, WITHRESPECT TO1HE PRODUCTS OR SERVICES OR OIBERWISE. Control Specialties shall have no liability withrespect to any installation adjustments, repairs or other work done upon or in connection with the Products by Buyer orothers. Any cause of action against Control Specialties arising out of or relating to the Products or the Services shall expireunless brought within one year of time of accrual thereof.
3. Prices and availability may be changed at any time without further notice. We reserve the right to change our product'sprices and availability at any time without further notice due to currency fluctuation, fuel prices and/or unforeseeneconomic circumstances. Any deviations after placement of order, such as changes in quantity or partial releases orchanges in specifications or drawings, are subject to a price increase and/or additional freight charges. Prices do notinclude any applicable state, local or federal sales, use, excise or similar taxes now in force or hereafter enacted. In theabsence of shipping instructions from the Buyer, Seller, on behalf of the Buyer, shall exercise its own discretion as to themethod of shipment to be used and to the selection of the carrier but shall not be deemed thereby to assume any liability inconnection with the shipment nor shall the carrier thereby be deemed an agent of the Seller.
4. Once placed, orders for the Products or Services by Buyer may be canceled only with Control Specialtiesapproval upon payment by Buyer for work performed and/or expenses incurred by Control Specialties to the date ofcancellation. Buyer shall pay Control Specialties for interest on any amount not paid when due at a rate of one and one halfpercent (1 1/2%) per month, or the maximum rate permitted by law, whichever is less, together with all costs of collection.All prices for Products and Services are exclusive of an taxes. Wherever applicable, any tax or taxes will be added to theinvoice as a separate charge to be paid by Buyer.
5. To the extent that Products or any portion thereof are supplied according to Buyer's design or instructions, are modifiedby Buyer, are combined by Buyer with equipment or things not furnished hereunder, or are used by Buyer to perform aprocess or produce a product, and by reason ofsaid design, instructions, modification, combination, performance orproduction, a suit or proceeding is brought against Control Specialties, Buyer shall defend, indemnify, release and holdharmless Control Specialties, its directors, officers, employees, agents, representatives, successors and assigns against anyand all liability, suits, actions, or proceedings, at law or in equity, and from any and an claims, demands, losses, judgments,penalties, damages, costs and expenses arising therefrom and in connection therewith, including, without limitation, patentinfringement claims.
6. Buyer shall supply to Control Specialties, in a timely fashion, all required technical information, including drawingapproval and all required documentation. Control Specialties shall not be liable for loss, damage, delay, and/or late deliverydue to causes beyond its reasonable control, including, without limitation, late delivery by the manufacturer of the Products,fire, strike or concerted action of workmen, act or omission of any governmental authority, or delays in transportation. Inthe event of delay due to any such cause, the date of delivery will be postponed by such length of time as may be reasonablynecessary to compensate for the delay.
7. These items are controlled by the U.S. Government and authorized for export only to the country of ultimate destinationfor use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwisedisposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in theiroriginal form or after being incorporated into other items, without first obtaining approval from the U.S. government or asotherwise authorized by U.S. law and regulations.
8. Domestic Sales are subject to management approval. Terms for any amount over $10,000.00 US Dollars will need to bediscussed prior to order placement.