CINCINNATI TEST SYSTEMS, INC.
TERMS AND CONDITIONS OF SALE
ACCEPTANCE OF PROPOSAL
All proposals, quotations and sales of Cincinnati Test Systems, Inc. ("CTS") (i) Products, (ii) custom-engineered test systems, instrumentation and equipment and/or (iii) standard test machines (collectively "Products" or “Product”) are governed by these terms and conditions of sale. Acceptance by CTS of Buyer's Order or Buyer's acceptance of CTS' proposal is expressly limited to and conditioned upon Buyer's acceptance of, and assent to, these terms and conditions. Any additional, inconsistent or different terms and conditions contained in Buyer's purchase order or other documents submitted by Buyer to CTS at any time, whether before or after the date hereof, are hereby expressly rejected by CTS. Buyer acknowledges that, notwithstanding anything to the contrary contained in its purchase order or other documents, receipt and acceptance by Buyer of the Products shall constitute acceptance by Buyer of these terms and conditions. All orders are subject to acceptance in writing by CTS at its office at 5555 Dry Fork Road, Cleves, Ohio 45002.
SHIPMENT
CTS reserves the right to designate the method and means of shipment
ACCEPTANCE OF INSTRUMENTS AND PARTS
Unless notice of defect, nonconformity or disparity in quantity (as compared to shipping manifest) is received by CTS within thirty (30) days from receipt of the
Products by Buyer, the Products shall be deemed to be accepted by Buyer.
ACCEPTANCE OF CUSTOM MACHINES
All quotations or proposals are for a gauged system for measuring production parts in a production environment. Performance of the custom engineered test systems will be tested and documented with a standard Gage R&R study performed at CTS as part of run-off procedures prior to shipment. Such testing and qualification is independent of any Buyer part variation or production environment variables. Unless expressly stated to the contrary, quotations do not include time for "Process Capability Studies" using production parts. CTS will ensure that fixturing will not introduce unacceptable variations in the testing process.
For custom-engineered test systems, Buyer will be given two weeks advance notification of the intended run-off date. At such time Buyer may inspect the Products. After inspection and acceptance by Buyer's representative at run-off ownership transfers, the Products will be shipped and payment will be due as quoted. If Buyer elects to waive the inspection, the Products will be deemed to have met the Buyer's requirements and the Products will be shipped and payment will be due as quoted.
CANCELLATION
Buyer's purchase order, when accepted by CTS, shall not, for any reason, be canceled in whole or in part by Buyer without CTS' prior written consent. If CTS consents to cancellation, Buyer shall pay CTS reimbursement for all the applicable costs incurred and the reasonable allowance for profit as stated by CTS in its written consent to cancellation by Buyer.
Stocked Products CTS will accept returns on stocked products that are in new condition (have not been used or damaged) if returned within 60 days of receipt. Customers will be assessed a 25% restocking charge on all accepted returns. CTS will determine, after receipt and careful inspection, whether or not to accept a product for return/credit. Returns/Credits will NOT be processed on used or damaged products. Used or damaged product received from customers will be returned to the customer promptly with an explanation as to why they were not accepted. Instrument Orders CTS will accept returns on standard instruments that are in new condition (have not been used or damaged) if returned within 60 days of receipt. Customers will be assessed a 30% restocking charge on all accepted returns. CTS will determine, after receipt and careful inspection, whether or not to accept a product for return/credit. Custom Orders CTS will NOT accept returns on custom parts, instruments, or machines.
DRAWINGS, SCHEMATICS AND OPERATING INSTRUCTIONS
Standard electrical and pneumatic schematic prints and one copy of "Operating Instructions" are provided for each Product.
ENGINEERING CHANGES
If Buyer requires changes to be made to the Products, once a design of the Product is proposed and accepted, the additional engineering time, material and shop time required for fabrication as a result of the change will be subject to negotiation and additional charges will be invoiced accordingly for the negotiated amount.
OSHA
The Products will be designed and manufactured to meet CTS' interpretation of the Occupational Safety and Health Act ("OSHA"). Specific Buyer requirements are not included as part of any quotation or proposal unless the specified requirements were included in the request for quotation or proposal. After a quotation or proposal is submitted, any other requirements shall be a supplement to the quotation or proposal or be the subject of a new contract, and the price for such requirements shall be subject to negotiation. While the Products have been designed to conform to CTS' interpretation of applicable OSHA standards, such compliance is neither warranted nor guaranteed. Compliance with OSHA requirements is the sole responsibility of Buyer, and CTS assumes no responsibility for damages suffered by Buyer relative to compliance with OSHA regulations.
SOUND LEVELS
Sound levels produced by the Products quoted or proposed will not exceed 80 dba when measured at the operator's position and three feet around the perimeter of the Products. When sound levels exceed 80 dba due to the characteristics of the part being assembled or tested, special provisions which are not part of the initial quotation or proposal will be made wherever possible to reduce the sound level. Such alterations to reduce sound level will be charged to Buyer separately. In the event of a conflict between noise specifications and preferred equipment, design specification waivers must be granted. When the Instrument is of a design or manufacture which may be subject to state or municipal ordinances or insurance company regulations, such Products will be designed and manufactured in accordance with generally accepted practices and will be adequately tested. Unless expressly stated in the quotation or proposal, the Products will not be designed or manufactured to conform to any particular ordinance or regulation.
CTS assumes no liability for the failure of the products to comply with any particular ordinance or regulation unless the quotation or proposal expressly warrants that the products will conform to said ordinance or regulation. It is the responsibility of the buyer upon inspection at the CTS facility to inform CTS of nonconformance with a particular safety or design standard. Upon inspection by buyer or waiver of inspection by buyer, CTS is released from any and all liability for failure of the equipment to conform to safety or design standards.
TCS.5 4/26/07
CINCINNATI TEST SYSTEMS, INC.
WARRANTY
CTS warrants that the Products, under normal and proper use, shall be free from defects in material and workmanship that impair its usefulness, for a period of twelve (12) months from the date of shipment. Other manufacturers' component parts installed in or on the Products are products of reputable manufacturers sold to CTS under their respective brand or trade names and shall carry the standard guarantee of the manufacturer thereof, if any, and CTS shall not be responsible for any defective part thereof.
All tests performed on Buyer’s manufactured products are performed pursuant to the Buyer’s specifications for its manufactured products, and by performing such tests CTS shall not assume any liability for defects in such manufactured products, test data or test specifications. Buyer has ultimate responsibility for the safety of Buyer’s manufactured product, including establishment of leak standards. It is Buyer's obligation to report any suspected defect as soon as possible after discovery. Support service will be provided as soon as practicable to work with Buyer's personnel to remedy a suspected defect. If a service person is required to visit Buyer’s site, a purchase order from Buyer to CTS will be required to cover the cost of such service call in the event that the item serviced is not covered by the applicable warranty. No on-site service is available for standard test machines unless the cost is prepaid by Buyer. If support service is not successful in correcting the problem, the Products shall be returned to CTS at Buyer's cost. Products may not be returned without obtaining prior authorization from CTS. All Products returned for warranty inspection must be securely packaged and shipped prepaid. The Products will be inspected upon receipt for shipping damage and Buyer shall be notified by CTS if such damage has occurred. In the event of damage, it is Buyer's responsibility to notify and file damage claims with the delivery company. After receipt of Products at the CTS facility in Cleves, Ohio, and inspection by CTS, CTS will determine the extent or existence of defect.
CTS' obligation under this warranty is limited to repairing or replacing, at CTS' option, any defective non‑consumable parts. Consumable parts are specifically excluded from this warranty, including but not limited to lamps, elastomers, seals, valve seats, and other wear surfaces. This warranty is conditioned upon Buyer furnishing satisfactory evidence that the Products alleged to be defective has been properly maintained and correctly operated under normal conditions with competent supervision and within the operating limits for which such Products are offered and sold. This warranty shall not apply to any Product that has been subjected to misuse, abuse, neglect or improper storage, handling or maintenance, or modifications or repairs by any party other than CTS. The installation of the Products must include proper filter and moisture separation on the incoming air supply. Repairs required to remove foreign material from the valves or test circuit will not be covered under the terms of this warranty.
Except as expressly stated in this warranty section, CTS makes no warranty, express or implied, whether of mercantibility or fitness for a particular purpose or use or otherwise, with respect to any products.
LIMITATION OF LIABILITY
In no event shall CTS be liable for special, indirect, incidental or consequential damages, whether in contract, tort, negligence, strict liability or otherwise, including without limitation damages for injury to person or property, lost profits or revenue, lost sales or loss arising from or pertaining to the use of any Products. Buyer's sole and exclusive remedy against CTS and its distributors or sales representatives shall be the repair or replacement of defective parts as provided herein. CTS' liability on any claim, whether in contracts, tort, negligence, strict liability or otherwise, for any loss or damage arising out of or in connection with Buyer's order, shall in no case exceed the purchase price of the Products actually paid to CTS by Buyer.
SAFETY
Buyer hereby covenants that the Products sold hereunder shall be operated by Buyer's employees and agents utilizing all guards, warning signs and other safety devices that are provided with or are a part of the Products. In addition to any other rights CTS may have against Buyer for breach of this covenant, no warranty on the Products whatever, expressed or implied, shall be applicable in the event such covenant is breached. Buyer further agrees: (i) that disconnections, disassembly or nonuse of any of the guards, warning signs or other safety devices provided with or which are part of the Products constitute a substantial change in the Products; and (ii) that it shall indemnify and hold harmless CTS from all claims for damages and injuries made by any and all parties through the use of such substantially changed Products.
INSTALLATION AND SERVICE
If CTS personnel are required to supervise, check installation, make adjustments, inspect or repair Products in the field, there will be charges based on the then current hourly rate for in-plant time plus travel time and travel and living expenses. Extra charges may apply for overtime, Saturday, Sunday and holidays. Travel time and expenses are charged to and from the CTS facility in Cleves, Ohio. The repair or replacement of parts will be charged in addition to services performed, unless parts are covered under the CTS warranty.
SALES AND SIMILAR TAXES
Any tax imposed by any present or future law of Federal, State or any other governmental authority on the manufacture and/or sale of the Products covered by a CTS quotation or proposal shall be added to the amount paid by Buyer.
PAYMENT
Buyer shall pay the purchase price as stipulated in the attached proposal, and shall in no event exceed thirty (30) days after acceptance of the Products to make full payments.
CHOICE OF LAW
All proposals, quotations and sales of Products shall be governed by and interpreted in accordance with the laws of the State of Ohio, USA. The applicability of the UN Convention on the International Sale of Goods is hereby expressly excluded. Any legal action or proceeding arising from or in connection with a proposal, quotation or sale of an Instrument shall be brought exclusively in the courts of Hamilton County, Ohio, USA or in the U.S. District Court for the Southern District of Ohio and shall not be transferred or removed to any other court, provided, however, that CTS may commence an action in any jurisdiction where Buyer or its assets may be located, for an injunction, collection or similar relief to enforce the provisions hereof.
WAR.3 3/20/06
