The terms and conditions contained herein constitute the entire agreement between Power Technology, Inc. (referred to as PTI) and its customer. PTI will not be bound by any terms of customer’s order to purchase. No form of acceptance except PTI’s written acknowledgement sent to customer, or PTI’s commencement of performance, shall constitute valid acceptance of the customer’s order. Any such acceptance is expressly conditioned on assent to the terms hereof and the exclusion of all other terms. The customer shall be deemed to have assented to the terms hereof, whether or not previously received, upon accepting delivery of any product shipped by PTI. PTI shall not be liable for delay or failure in performance whatsoever due to acts of God, shortage of supplies, transportation difficulties, labor disputes, riots, war, fire, explosion, epidemics, or other occurrences beyond PTI’s reasonable control or due to unforeseen circumstances. PTI makes no claim as to the suitability for purpose of its product, nor does PTI make any guarantees with respect to the level of performance of its product utilized in any given application or use by its customer.
Price quotations are valid for 45 days. Quantity price discounts may apply to purchase orders with single or multiple ship dates for up to one year. Quantity discount rates may vary depending on product type. PTI may change its pricing at any time without prior notice to customer, but such changes shall not affect any accepted orders. All prices are exclusive of taxes and all handling or other charges, including (without limitation), brokerage fees, tariffs, taxes, and transportation charges.
Written purchase orders are required for all purchases. Each purchase order shall constitute a firm offer and shall indicate specific products, quantity, price, shipping instructions, requested delivery dates, bill-to and ship-to addresses, and any other special instructions. Any contingencies contained on such order are not binding upon PTI. All orders are subject to acceptance by PTI, who will accept or reject orders according to PTI’s then current practices. Minimum order amount for domestic orders is $200, and for international orders is $500.
Order Changes and Cancellations
Purchase order changes affecting product configuration/options must be authorized by PTI in advance and may be subject to additional charges and/or price adjustments. Maximum period a blanket purchase order is valid is twelve (12) months. Blanket purchase orders may be added to within first thirty (30) days after order is received. Changes to scheduled ship dates for blanket purchase orders must be made at least four (4) weeks in advance. Order cancellations are subject to cancellation penalties and price adjustments for product already shipped. Purchaser is obligated to accept any product built and held in inventory at PTI, and for any components ordered for non-standard product.
Upon receipt of purchase order, PTI will provide an estimate of lead-time until delivery. While this is not a binding commitment, PTI will make every effort to make delivery based on this lead-time estimate. Each shipment released from a blanket must be at least equal to $500 or 8% of the order total, whichever is larger. Accelerated deliveries may be available with an expedite fee. Late delivery does not entitle the customer to cancel the order or to claim damages. PTI is not obligated to pay any contractual penalty should it delay in delivering product.
All shipments are FOB shipping point. Shipping costs and the risk of loss from FOB point are the responsibility of the customer. PTI shall be permitted to make partial shipments of products. Delivery shall be deemed completed upon transfer of possession to the carrier at the FOB point. All claims for shortage of products ordered or for incorrect charges must be presented to PTI within ten (10) calendar days after receipt by customer.
Payment for all products and services shall be in U.S. dollars. Upon credit approval by PTI, payment terms shall be net thirty (30) days from the date of invoice. Orders may be subject to payment in advance or cash on delivery. Any delinquent invoice is subject to additional charges not to exceed the maximum permitted by law. First time customers must pay by credit card, COD, or money order.
Products being returned for repair or modification must be pre-authorized by contacting PTI for a Return Material Authorization (RMA) number. Standard product returns are subject to a 15% re-stocking charge. Custom products may not be returnable. Products being returned must be packaged properly, and units with fiber coupling must be shipped to PTI using original packaging material. Refer to RMA number on shipping documents and on outside of package. Mark package “Fragile - Contains Electronic Instruments.” Ship returned items to 16302 Alexander Road, Alexander, AR 72002, USA.
Unless otherwise noted, PTI warrants products to be free of defect in workmanship and material for a period of twelve (12) months from the date of shipment. The customer must make all claims under these warranties, and no claim will be accepted from a third party. Warranties are non-transferable. PTI will repair or replace product, provided customer notifies PTI of defect within warranty period and pre-authorizes return of product as outlined in “Returns” section above. Any product repaired or replaced under warranty is only warranted for the period of time remaining in the original warranty for the product. All repairs are warranted for a period of ninety (90) days. PTI’s liability is limited to the replacement cost of product. PTI is not responsible for consequential damages.
Safety and Limitation of Liability
PTI provides product label information, including laser class, in compliance with U.S. FDA/CDRH regulations. Purchaser is responsible for determining appropriate safety practices and warnings when operating various laser products. Except for the warranties stated herein for the customer, no warranty, condition or representation, express, oral, or statutory, is provided to the customer or any third party, including (without limitation) any warranty, condition or representation (a) of merchantability, fitness for a particular purpose, satisfactory quality, or arising from a course of dealing, usage, or trade practice; or (b) that the products will be free from infringement or violation of any rights, including intellectual property rights, of third parties. This disclaimer and exclusion shall apply even if the express warranty herein fails of its essential purpose. The customer’s sole and exclusive remedies hereunder and the only liability of PTI is expressly limited to the terms of this agreement. PTI shall not be liable to the customer, or any third party, for any other special, consequential, incidental, exemplary or indirect costs or damages, including without limitation, legal costs, installation and removal costs, production or profit arising from any cause whatsoever, regardless of the form of the action, whether in contract, tort (including negligence), strict liability or otherwise, even if advised of the possibility of such costs or damages. For the purposes of this provision, “PTI” includes PTI’s directors, officers, employees, agents, representatives, subcontractors, and suppliers. In no event shall the total collective liability of PTI, its employees, officers, agents, and directors exceed the amount paid to PTI for products from which such liability arose during the twelve (12) month period preceding the date of the most recent claim.
Customer shall obtain all licenses, permits and approvals required by any government and shall comply with all applicable laws, rules, policies and procedures of the applicable government and other competent authorities. Customer shall indemnify and hold PTI harmless for any violation or alleged violation by customer of such laws, rules, policies, or procedures. Customer shall not export or re-export, directly or indirectly, separately or as part of any system, the Products or any technical data received from PTI, without first obtaining any license required by the applicable government, including (without limitation) the United States government and/or any other applicable competent authority. Customer also certifies that none of the products or technical data supplied by PTI will be sold or otherwise transferred to, or made available for use by or for, any entity that is engaged in the design, development, production, or use of nuclear, biological, or chemical weapons or missile technology.
The validity, interpretation and performance of this agreement shall be governed by and construed under the applicable laws of the State of Arkansas and the United States of America, as if performed wholly within the state and without giving effect to the principles of conflict of laws. The parties specifically disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods. PTI and Customer hereby irrevocably and unconditionally submit to the jurisdiction of the courts of the State of Arkansas and all courts competent to hear appeal there from.