1. TERMS OF PAYMENT - Net thirty (30) days, unless shown otherwise on Applied Technologies quote/proposal, to Customers with established credit standing. A service charge of 1-1/2% per month will be added to all past due balances.
2. MINIMUM BILLING - $50.00
3. CREDIT - All orders are subject to credit approval. Pending credit approval Applied Technologies may require payment in advance by cash, certified check, C.O.D, or irrevocable Letter of Credit (L/C). If Customer fails to make payment when due or default in any way, Applied Technologies may withdraw credit and suspend or cancel performance under any or all purchase orders.
4. TAXES - Applicable local, state and federal taxes will be added to all prices unless a proper tax exemption certificate is on file at our office.
5. EMPLOYMENT OF APPLIED TECHNOLOGIES EMPLOYEES - Customer agrees to not solicit nor hire an Applied Technologies employee for a period of one year after completion of Customer’s project. On failure to abide by this condition, Customer agrees to pay Applied Technologies the sum of $50,000 plus any training costs incurred by Applied Technologies in the six months prior to the hiring.
6. ORDERS - All orders placed with Applied Technologies, regardless of how transmitted, are subject to our approval and acceptance. Orders involving special merchandise not regularly stocked by us are subject to cancellation only with the approval and terms of manufacturer on whom our order in turn has been placed. All quotations and proposals when accepted by Applied Technologies do not become a complete order until approved in writing by an officer of Applied Technologies, at the company headquarters in Bridgeton, Missouri.
7. CONFIRMING ORDERS - Written confirmation of verbal orders should have the word "Confirmation" clearly marked on the face of the order. Confirming orders which are not marked in this manner may be mistaken for "original orders" and consequently duplicated. Applied Technologies will not be responsible for expenses and inconveniences that result in such instances.
8. CANCELLATION – A duly authorized agent of the Customer must submit a request for cancellation of any equipment, system and/or services in writing. Upon cancellation the Customer will agree to reimburse Applied Technologies for its cost incurred for work in progress and for purchase of materials and services related to the cancelled product. Applied Technologies will make every reasonable effort to minimize cancellation charges.
9. INFORMATION - The information contained in the attached quote/proposal is proprietary and may not be copied or released other than for express purpose of the current equipment, software, system, and/or services selection and purchase. This information may not be given to outside parties or used for any other purpose without the prior written consent of an officer of Applied Technologies.
10. COMMUNICATION – Applied Technologies specifically disclaim any responsibility for communication media, radio paths or networks that are or have become noisy or affected by interference of any kind, which cause unreliable communications, due to factors other than the performance or function of the Applied Technologies provided equipment.
11. QUOTATION CHANGES – This quotation is for the equipment, software, system and/or services shown and any changes may constitute a price change.
12. SHIPPING – Applied Technologies shall use best judgment in selecting the best carrier for all orders without shipping instructions. Applied Technologies reserve the right to route all shipments on which we allow freight. Terms are F.O.B. shipping point.
13. RETURN GOODS - No returns will be accepted later than 90 days from date of shipment. All returns must receive prior authorization. Return authorizations are valid for 30 days. Merchandise returned must be in salable condition, clean, unused, and in original packaging. Where Applied Technologies is not at fault, returns will be subject to a restocking charge.
14. EQUIPMENT WARRANTIES - Are limited to the warranty issued or offered by each individual manufacturer whose products Applied Technologies sell.
15. ADDITIONAL TERMS & CONDITIONS - The standard terms and conditions of sales of the manufacturer whose products are being resold by Applied Technologies are made a part of this agreement.
16. SOFTWARE - The sale of, or rights to the use of software is subject to the manufacturer's warranties and applicable licensing agreements.
17. DAMAGE CLAIMS - Claims for shortages or damaged equipment on deliveries by Applied Technologies truck must be made within 5 days of invoice date. The Customer must make claims for damage or loss in transit on shipments made by common carrier to the carrier. All merchandise shipped direct is F.O.B. shipping point.
18. CUSTOMER SUPPLIED EQUIPMENT (CSE) – Defined as any equipment supplied by Customer as part of a purchase order or contract:
a. Applied Technologies reserve the right to return, at Customer’s expense, any CSE which is sent to Applied Technologies for configuration and which does not meet stated configuration requirements.
b. Applied Technologies reserve the right to invoice the Customer at its standard time and material rates for labor and parts incurred by Applied Technologies to correct CSE and/or to locate and/or correct a problem which interferes with Applied Technologies ability to configure said CSE.
c. It is the responsibility of the Customer to obtain transit insurance prior to shipping CSE to Applied Technologies for configuration. If the CSE is either lost or damaged it is the Customer’s responsibility to file a claim.
d. Applied Technologies shall in no event be liable for any loss of hard drive information pre-existing on any CSE.
19. CUSTOMER SUPPORT SERVICES - These Terms and Conditions will apply to Customer Support Services which will include both Applications Engineering Assistance and Field Service as defined below. Applied Technologies reserves the right to determine whether Customer Support will be performed after any Customer requests for these services. "Customer Support Services" shall be defined as follows:
a. Application Engineering Assistance - The process of assisting the Customer to apply pre-designed products in a manner that creates an operational control system as specified by the Customer. This includes system programming.
b. Field Service - Equipment start-up and equipment repair shall constitute field service.
20. CUSTOMER’S RESPONSIBILITY - The Customer shall be solely and exclusively responsible for the following:
a. Approve the design specifications and scope of work covered by this agreement.
b. Insure that the operational control system meets applicable designs, specifications, standards, laws, safety requirements, environmental regulations and good practices, as required for overall project.
c. Obtain and/or pay for any permits or fees which may be necessary in order to perform the requested Customer Support Services.
21. LIABILITY - Applied Technologies liability, in addition to any manufacturer's warranty for equipment and/or parts, shall be limited to claims, injury, or damage to the Customer, which result directly from the negligence of an Applied Technologies employee while performing such Customer Support Service. In no event will the liability of Applied Technologies with respect to any contract exceed the price of such contract and will be limited to amount paid by the customer at the time of the claim. In no event will Applied Technologies assume responsibility for or be liable for:
a. Penalties or penalty clauses of any description.
b. Certification not otherwise specifically provided herein and/or for indemnification of Customer or others for costs, damages or expenses, each arising out of or related to the equipment or services of any order.
c. Indirect or consequential damages under any circumstance.
22. INDEMNIFICATION - Customer expressly agrees to indemnify and save Applied Technologies harmless from and against any and all claims, loss, damage, injury and liability however caused, resulting from, arising out of, or in any way connected with the work to be performed under this agreement, whether or not caused or contributed to by the operation of Applied Technologies on Buyer's property, or by any negligence or alleged negligence on the part of any of Applied Technologies agents or employees, except that the provisions of this paragraph shall not apply to loss or liability caused by the sole negligence of Applied Technologies.
23. MODIFICATION TO TERMS – These Standard Terms and Conditions of Sale may be modified only by duly authorized agents of both parties and executed in writing. Customer expressly agrees that no modification of these Standard Terms and Conditions of Sale shall be effected by any terms and conditions contained in any contract, purchase order forms or other documents issues by Customer, even if such document are acknowledged by Applied Technologies.
24. ISSURANCE OF P.O. – Issuance of a purchase order or contract for the quoted/proposed equipment, software, system and/or services indicate the Customer’s agreement with these Standard Terms and Conditions of Sale.
25. CUSTOMER – Customer, as used herein, shall mean the agency, entity, organization or company to whom this quotation is addressed and to whom a sale is made, and/or the ultimate end-user.