QUOTATIONS AND ORDERS 

TERM: All prices are quoted Exworks shipping point and guaranteed for ninety (90) days from date of quotation, unless otherwise stated.

ACCEPTANCE: All orders require a hard copy or electronic purchase order or approved quotation with an authorized signature and date of acceptance and the date of acceptance.   

MODIFICATIONS: Any modifications to an approved and acknowledged order are subject to the seller’s ability to conform and the manufacturer’s approval Changes must be made via a revised purchase order, change order or signed and dated revised quotation.   

CUSTOMER REQUIRED DATE: A mutually agreeable (between Buyer and Seller) delivery date is required for each order and will be used as the customer required date.   

INVOICING 

TIMING: Engineering Services with related installation and other services will be invoiced on completion of job at site.  Site services for extended periods beyond two weeks will be invoiced in phases of fifteen (15) days or after the services are substantially completed as determined by the Seller. 

PAYMENT TERMS: Payments are due in thirty (30) days from the date of invoice, unless other payment terms are explicitly agreed to at time of order.   

EXPENSES: Incidental expenses incurred while delivering services are due on receipt of invoice

TAXES: Unless otherwise noted, any applicable sales, use, excise or any other taxes are not included in the price quotation and will be invoiced as a separate line item.  Buyer agrees to pay any and all applicable taxes.  If Buyer possesses a tax exempt status, a certificate of tax exemption is to be provided prior to order placement.  Buyer is responsible for self-assessment of any and all applicable taxes due to jurisdictions outside of the State.   

DELAYS: If Buyer is unable to receive product at the job site on the mutually agreed upon customer required date, product will be deemed delivered and will be invoiced as if delivered.  Standard payment terms will apply.   

SERVICE CHARGE: A service charge of 1.5% per month will be assessed on all unpaid balances after 30 days, or after other agreed payment terms, from invoice date and after any judgment date.  Buyer agrees to pay for all costs of collection including but not limited to reasonable attorney’s fees and costs incurred by seller to collect past due balances. 

OTHER CHARGES 

CHANGES/CANCELLATIONS: Buyer will be invoiced for change orders/cancellations depending on the cost incurred by the seller.   

OVERTIME: Unless otherwise stated, installation & commissioning will be made during Seller’s normal business hours (between 8:00 AM and 5:00 PM Monday- Friday. Excluding holidays and weekends).  Any additional labor costs resulting from overtime work performed at Buyer’s request will be paid by the Buyer.   

Cancelation Fees will be invoiced as follows: 

10% cancelation fee within the first week of after order entry. 

100% plus 10% cancelation fee for all “incurred” engineering at time of cancelation. 

40% cancelation fee after approval drawings are submitted plus any material pre-ordered that had been authorized to purchase. 

ADDITIONAL TERMS 

WARRANTIES: Seller warranties its products & services for a period of twelve (12) months from the date of commissioning or 18 months from the date of delivery whichever comes earlier.   

INTERPRETATION OF TERMS AND CONDITIONS: This writing is intended by all parties as the final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their dealings between the parties, if any and no usage of the trade shall be relevant to supplement or explain any term used in this agreement.  No failure by any party to insist upon strict compliance by the other party with any of the term, provisions or conditions of this Agreement, in any instance, shall be construed as a waiver or relinquishment by either party of the other party’s right to insist upon strict compliance therewith in the future.  Whenever a term defined by the Uniform Commercial Code as adopted in North Carolina is used in this agreement and not otherwise defined, the definition contained in the Code is to control. 

ACTS BEYOND REASONABLE CONTROL: Seller shall not be liable for any delay or failure to deliver any or all of the services in case delay or failure is caused by labor disputes, strikes, wars, riots, act of God or any other cause, contingency or circumstances which prevent or hinder the manufacturer or delivery of the product beyond the reasonable control of the Seller. 

WAIVER: No claim or right arising out of a breach of this Agreement can be discharged in whole or in part by a waiver or renunciation of the claim or right unless it is supported by a consideration and is in writing signed by the aggrieved party. 

LIMITATION OF LIABILITY.  Neither Sam Analytcis Solutions, nor its suppliers, shall be liable, whether in contract, warranty, failure of a remedy to achieve its intended or essential purposes, tort (including negligence), strict liability, indemnity or any other legal theory, for loss of use, revenue, savings or profit, or for costs of capital or of substitute use or performance, or for indirect, special, liquidated, punitive, exemplary, collateral, incidental or consequential damages, or for any other loss or cost of a similar type, or for claims by Buyer  its successors or assignees for damages of Buyer’s customers.  

Sam Analytcis Solutions’s maximum liability under this contract shall be the purchase price received by Sam Analytcis Solutions for the product at issue or two hundred thousand US Dollars, whichever is less (“Damage Cap”).  Buyer agrees that the exclusions and limitations set forth in this are separate and independent from any remedies which Buyer may have hereunder and shall be given full force and effect whether or not any or all such remedies shall be deemed to have failed of their essential purpose.  These limitations of Liability are effective even if Sam Analytcis Solutions has been advised by buyer of the possibility of such damages.  Sam Analytcis Solutions’s liability with regard to this agreement shall cease upon the expiration of the limited warranty period.