SIMETRI, Inc. (“SIMETRI”) TERMS, CONDITIONS AND WARRANTY FOR PURCHASE ORDER (“Order”)
These terms and conditions shall govern and be incorporated into every Order, and shall prevail over any terms or conditions (whether or not inconsistent with these conditions) contained or referred to in any correspondence or documentation submitted by the Customer or elsewhere, or subject to which the Order is accepted by the Customer; except to the extent any conditions conflict with a written agreement between Customer and SIMETRI or other written terms SIMETRI has provided to Customer that specifically cover that transaction or take precedence over these terms.
- OFFER and ACCEPTANCE
The Order constitutes an offer by Customer to purchase the goods subject to these conditions and written acceptance or acknowledgement of the Order within 3 working days or delivery of the goods by SIMETRI (whichever shall be the earlier) shall constitute the Customer’s acceptance of the Order subject to these conditions.
- PRICE and TERMS
The price of the goods shall be stated in the Order and, unless otherwise stated, shall be inclusive of sales tax (which shall not be charged by SIMETRI after receipt by SIMETRI of a valid sales tax exemption certificate) and exclusive of all charges for packaging and shipping.
- CHANGE ORDERS
No accepted Purchase Order shall be modified or cancelled except upon the written agreement of both parties.
- DELIVERY NOTE
A delivery note quoting the Order number, the date of the Order, the number of packages and their contents, including SIMETRI article number; and, in the case of partial delivery, the outstanding balance remaining to be delivered, will accompany each delivery or consignment of the goods, and will be prominently displayed.
- DELIVERY AND PERFORMANCE
6.1 Upon accepting an Order, or as soon as practicable thereafter, SIMETRI shall notify the Customer if delivery of the goods cannot be made on the delivery date as requested in the Order. In that event, Customer may cancel the Order; or agree with SIMETRI on a new delivery date.
6.2 Within three (3) business days after delivery, Customer will be entitled to reject any goods delivered which are not in accordance with the Order. In the event of any failure on the part of SIMETRI to supply goods in accordance with the Order, Customer shall be entitled (without prejudice to any other rights Customer may have) to:
6.2.1 reject the goods not delivered; and/or
6.2.2 if rejected, require SIMETRI to repair or replace the goods, at no additional charge; and/or
6.3 cancel any Order of which such goods are the subject.
- WARRANTY AND LIABILITIES
7.1 SIMETRI warrants to the Customer that the goods contained in this Order shall:
7.1.1 Be free from defects in material and workmanship
7.1.2 Conform with the specifications, if any, contained in SIMETRI’s product catalog or online listing for the product
7.2 SIMETRI shall as soon as reasonably practicable, repair or replace all goods without additional cost to Customer which are or become defective within 12 months of invoice.
7.3 SIMETRI’s liability for any damage arising from the products delivered pursuant to this this Order shall be limited to the price paid by the Customer pursuant to the Order.
- FORCE MAJEURE
SIMETRI shall not be liable for any failure to deliver the products in the Order which is due wholly or partially to any strike, lock-out or other industrial action, or any other event beyond the reasonable control of SIMETRI including without limitation, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, fire, flood, storm.
- DISPUTE RESOLUTION
Any controversy arising out of or relating to this Order, including any claim for damages shall be settled, by arbitration in Orange County, Florida in accordance with the Commercial Rules of the American Arbitration Association. Judgment can be entered in any court of competent jurisdiction. The prevailing party shall be entitled to an award of reasonable attorneys’ fees, arbitration costs, arbitrators’ fees, and any other expense or cost associated with the dispute.
- GOVERNING LAW
This purchase order shall be governed by and construed under the laws of the State of Florida and the parties agree to the jurisdiction of the courts of the State of Florida.