Terms and Conditions of Sale

  1. Acceptance: Acceptance by Porter Systems, Inc. (“Seller”) shall occur when either Buyer has commenced work pursuant to the order or Seller has expressly accepted in writing a purchase order in writing. Acceptance of this offer to sell is expressly limited to the terms and conditions set forth herein, which constitutes the complete, final and exclusive statement of the terms of the agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions of the parties. It is understood that any purchase order or other document utilized by Buyer in placing its order shall be used for convenience only and that any terms and conditions contained therein inconsistent with or in addition to those contained herein shall be of no force or effect between the parties. This Sales Offer, together with all exhibits and schedules hereto. This agreement may not be assigned or otherwise transferred by Buyer without the prior written consent of Seller. The parties hereto agree that this Sales Offer and related documents shall be governed by the laws of the state of Indiana.
  2. Prices/Terms of Payment: In cases where Seller delays in providing a firm delivery schedule or where credit problems exist, prices herein are subject to increase based on Seller’s prices in effect at time of shipment unless specifically restricted. Prices, quotations, specifications, and other items and statements appearing in Seller’s catalogs and advertisements are subject to change without notice. Unless otherwise specifically provided in writing, the prices quoted are based upon manufacture of the quantity and types of product originally specified and are subject to revision when interruptions in production or engineering changes are caused or requested by Buyer. Prices do not include transportation charges, drawings, special packaging, or markings.
  3. Delivery: The specified delivery date is approximate only and Seller assumes no liability for loss, damage, or consequential damages due to delays or unforeseen consequences. Unless specifically restricted, Seller reserves the right to make deliveries in installments. Partial shipments will be billed when shipped. Delivery schedule may be modified by Buyer for quantities scheduled to be delivered beyond 90 days from notification date. Delivery schedule for products within 90 days may not be modified without Seller approval. Shipments on a scheduled order must be completed within 12 months after the initial shipment on order. Quantity orders cancelled before completion may result in a cancellation penalty. The unit price will revert to the level applicable to the quantity actually accepted, and Seller will bill the customer for this difference in price.
  4. Transportation and Risk of Loss: Unless otherwise specified, all shipments are made FOB point of shipment. Shipment will be made by the method specified by Buyer where practical. Transportation is at customer’s expense. Risk of loss on all products shall pass to Buyer when shipment is made from Seller’s facility. Buyer will file all claims for loss or damage with transportation carriers.
  5. Inspection: Buyer shall inspect the product immediately upon receipt and accept all delivered goods that substantially conform to the specification or catalog. Buyer may reject or revoke its acceptance of products only for substantial nonconformity. No nonconformity or defect in an installment shall constitute grounds for claiming breach of whole order. All claims for any alleged defect in the goods or Seller’s performance under this Sales Order, capable of discovery upon reasonable inspection, must be made in writing and received by Seller within ten (10) calendar days of Buyer’s receipt of product. No products may be returned for credit without factory authorization. If Buyer does not notify Seller in such period, Buyer shall be deemed to have irrevocably accepted such products and shall be barred from any remedy therefor. Seller will provide a Customer Return Authorization number, reference to which must accompany merchandise being returned for credit. No material will be accepted without prior authorization from Seller. Merchandise which has been approved for return for credit will be subject to a restocking charge.
  6. Deductions and Returns: Deductions will not be honored unless authorized by Seller in advance by virtue of return authorization, credit memorandum, or other written authorization from Seller. Products shipped to customers may be returned to Seller for credit only on Seller’s prior written consent and on terms specified by Seller. Customer assumes all risk for such returned products until receipt by Seller on a transportation prepaid basis.
  7. Security Agreement: In consideration for the sale of the products, Buyer grants Seller a purchase money security interest in the products, which security interest shall extend to all parts, additions, repairs and accessories now or hereafter attached to the products, and all proceeds therefrom. Buyer agrees to execute whatever documents may be necessary to enable Seller to perfect such security interest. Buyer’s failure to pay all amounts hereunder in full when and as due, shall constitute a default hereof and shall give Seller all rights of a secured party under the applicable Uniform Commercial Code.
  8. Patents: If any of the products sold hereunder are produced in accordance with Buyer’s specifications or requirements therefor, Buyer will, at its expense, defend and hold Seller harmless from any alleged patent infringement claims made against Seller by reason of Seller’s manufacture or sale of such products to Buyer.
  9. Warranty: The goods or equipment sold pursuant to this Sales Offer are covered by Seller’s Warranty which is incorporated herein by reference. Buyer acknowledges receipt thereof.