30
1. CONTRACT
0
The following general
conditions of sale apply to this contract and all
purchases from Raven Electronics Corporation
(hereinafter referred to as Raven). No changes,
deletions or additions shall be binding on Raven,
unless expressly agreed to in writing and signed by an
authorized representative of Raven. Any terms or
condition of the Purchaser inconsistent herewith, or in
addition hereto, shall be of no force and effect, and
Purchasers order shall be governed only by terms and
conditions appearing herein. A definite and
reasonable expression of acceptance or a written
confirmation, which is sent within the time specified in
the Raven proposal or sales order, operates as an
acceptance of the terms specified herein, even though
it states terms different from or additional to those
specified herein.
2. PROPOSALS
0
Raven proposals, when
accepted, and any subsequent orders placed as a
result of such proposals, are not subject to
cancellation changes, reduction in amount or
suspension of deliveries except with Raven’s written
consent and upon terms which indemnify Raven
against loss. Information contained in Raven’s
proposal is valid for a period of sixty (60) days from
the date of proposal, unless specified to the contrary in
the proposal. Stenographic and clerical errors are
subject to correction. Verbal quotations expire, unless
accepted, the same day they are made.
3.
PRICES (are in United States dollars)
0
All prices and discounts are subject to change without
notice. In the event of price change, the price of
equipment on order but not shipped will be the price in
effect at the time of acceptance of the order.
Equipment already shipped is not subject to a price
change. In addition to prices specified herein,
purchaser shall pay for all extra components, parts,
equipment, materials or services (each or all hereafter
called “equipment”) requested by the purchaser or
made necessary by incompleteness of or inaccuracy
in plans, specifications, or other information submitted
by the purchaser.
4. TAXES AND TRANSPORTATION
0
Unless otherwise specified, the prices do not include
any applicable taxes (sales, use, ad valorem, property,
etc.) for the sale, use, licenses, or delivery of the
equipment, software, or services supplied. The
purchaser agrees to pay all taxes, licenses and
transportation charges.
5.
TERMS OF PAYMENT
0
Terms of payment
to Purchasers of satisfactory credit is thirty (30) days
from the date of shipment. The same terms are
applicable to partial shipment. If in the judgment of
Raven, the financial conditions of the Purchaser at any
time does not justify continuance of production or
shipment on the terms of payment specified, the
company may require full or partial payment in
advance before shipment. Raven may ship the
equipment in installments, and pro rata payments of
purchase price are due as shipments are made. If
shipments are delayed by Purchaser, payments shall
be made based on the contract price and percent
completed. Delinquent charges of 1
½
% per month
(18% per annum) will be added to all past due
invoices.
6. DELIVERY
0
Raven shall not be liable for any
damages or penalty for delays in delivery and/or
completion due to acts of God, acts of omissions of
the Purchaser, acts of civil or military authorities,
government regulations or priorities, fires, floods,
epidemics, quarantine, inability to obtain necessary
labor, war, riots, strikes, differences with workmen,
accidents to machinery, delays in transportation,
failure of or delay in furnishing correct or complete
information by Purchaser, impossibility or
impracticability of performance or any other cause or
causes beyond the control of Raven.
7. SHIPMENT
0
Unless otherwise specified in
this or other documents forming a part of this contract,
all shipments will be F.O.B. Raven manufacturing
facility. Property of and title to the equipment shall
pass to the purchaser upon delivery thereof by Raven
to the carrier, and risk of loss, damage or deterioration
to the equipment shall thereafter be on the purchaser.
If the purchaser requests Raven to postpone shipment
beyond the time Raven would be required to ship in
order to comply with the delivery dates agreed upon
between Raven and the purchaser elsewhere in this or
other documents forming a part of this contract, (a) the
purchaser shall pay Raven for the expense of storing
the equipment, (b) the risk of loss, damage or
deterioration to the equipment shall be on the
purchaser on and from the date Raven receives the
purchasers request to postpone shipment.
8. SHORTAGES
0
Claims for shortages,
damaged, or incorrect material must be made within
ten (10) days after receipt of goods.
9. MINIMUM BILLING CHARGE
0
Orders
amounting to less than $50.00 will be billed at $50.00.
10. ACCEPTANCE OF ORDER
0
All orders
are subject to acceptance and approval by a principle
officer of Raven.
11. TITLE (Risk of loss)
0
The purchaser
agrees that Raven shall have a security interest in the
equipment purchased until paid in full. The purchaser
agrees to perform all acts necessary to protect the
interests of Raven in the product until such interests
are discharged by payment in full. Risk of loss of the
equipment or any part of the same shall pass to the
purchaser upon delivery of such equipment or parts,
F.O.B. Raven’s manufacturing facility.
12. CANCELLATIONS
0
An order once placed
with and accepted by Raven can be canceled only
with Raven’s consent and upon terms which indemnify
Raven against loss.
13. WARRANTY
0
This warranty expressly
precludes any liability by Raven for consequential
damages however arising after delivery to the
purchaser of the affected equipment, and is limited to
the expressed warranty, excluding all implied
warranties including merchantability. All equipment
manufactured by Raven is warranted against defective
materials and workmanship for a period of two (2)
years from the date of delivery to the original
purchaser. Liability under this warranty is limited to
servicing, adjusting, repairing or replacing, as
necessary, any equipment returned to the factory,
transportation prepaid for that purpose. Factory
examination must disclose a manufacturing defect.
Repaired or replaced items will be returned to the
purchaser surface freight prepaid within the
continental U.S.A.
This warranty does not extend to any equipment
which has been subjected to transportation damage,
misuse, neglect, accident, improper installation, or any
other circumstances reasonably beyond the control of
Raven. Repairs will be billed to the purchaser at cost.
In such cases, an estimate will be submitted for
approval before repair is initiated. Repaired
equipment will be returned to the purchaser with
transportation charges collect, unless otherwise
agreed to between the purchaser and Raven.
14. RETURN FOR CREDIT
0
No equipment
may be returned for credit until the company has
obtained Raven’s written approval for return
authorization. Materials accepted for return is subject
to a re-stocking charge of 15% of the current list price.
All transportation charges will be borne by the
purchaser. Orders for special non-stock equipment or
items become non-cancelable upon initiation of
production and are not returnable for credit.
General Conditions of Sales
RAVEN ELECTRONICS CORPORATION
400 EDISON WAY, RENO, NEVADA 89502
TELEPHONE 775-858-2400 FAX: 775-858-2410
15. RETURNS FOR REPAIR
0
Equipment
returned for repair should be identified with a tag
indicating the problem, and returned to Raven’s repair
service department. Special instructions, i.e., desired
modifications, should be noted on the packing slip.
Any equipment returned must be packaged to insure
safe arrival at Raven. Items modified and/or
programmed by customer for special features will be
returned to standard Raven configuration, with time
billed accordingly, unless modification and/or program
instructions or documentation is provided and repairs
have been agreed to by Raven.
16. SERVICE
0
Engineering assistance will be
provided on request for permanently installed
equipment, and billed at a nominal fee as agreed upon
between Raven and the purchaser.
17. APPLICABLE LAW
0
The
validity,
performance, construction and interpretation of these
terms and conditions shall be governed by the laws of
the state of Nevada, United States of America and any
litigation must take place in the state of Nevada.
18. PROPRIETARY DATA
0
Raven retains
ownership and rights in all proprietary data disclosed
to the purchaser by Raven in connection with this
contract. Proprietary samples, software documents
and/or drawings shall not be disclosed, reproduced,
manufactured or made available to unauthorized
persons in whole or in part or used to prepare the
same or similar materials without the expressed
written permission from Raven. Proprietary data
includes all design, engineering, and technical
information (whether patentable or not) and other
information concerning Raven trade secrets not
disclosed by inspection or analysis of the equipment
itself.
19. GOVERNMENT REQUIREMENTS
0
Raven agrees to comply with all applicable state and
federal laws, rules and regulations, and all obligations
hereunder are subject to applicable government
regulation, including those affecting or limiting prices
(except price redetermination), production, purchases,
sales, use or inventory of materials. If the equipment
to be furnished is to the United States government,
Raven agrees to comply with applicable requirements
for such contracts, with respect to secrecy, use of
convict labor, employment of aliens, non-
discrimination, plant protection, espionage, sabotage,
fair labor standards act of 1938, as amended, the
service contract act of 1965 as amended and other
provisions relative to hours and conditions of work, if
and when applicable.
20. MODIFICATION
AND
SUBSTITUTION
0
Raven reserves the right to modify equipment of
Raven design sold hereunder, and/or the drawings
and specification related thereto, or to substitute
equipment of later design to fulfill this contract,
providing the modification or substitution will not
materially affect the performance of the equipment or
lessen in any way the utility of the equipment to the
purchaser.
21. DESIGN CHANGES
0
Raven reserves the
right to make design changes at any time without
incurring any obligation to modify equipment
previously sold.
22. TERMS AND CONDITIONS
0
The terms
and conditions specified herein shall be in addition to
those set out in the Raven proposal.
