All quotations of ATS SYSTEMS (ATS), all customer’s/distributor’s purchase orders, and all acknowledgments of customer’s/distributor’s purchase orders by ATS are made subject to written acceptance and acknowledgment delivered by ATS and are made subject to the following STANDARD TERMS AND CONDITIONS OF SALE, and ATS offers to sell its products and services only upon these terms and conditions.
SALE PRICES: All prices quoted are FOB shipping location and are subject to the terms of payment set forth in the final order acknowledged by ATS. All prices quoted are subject to change without notice at any time until confirmed by our acknowledgment in writing of your purchase order.
SALES AND USE TAXES, OTHER CONSUMER TAXES: Sales, use, excise, property or similar taxes arising out of or relating to the order of the equipment shipped pursuant to your purchase order are not included in the price except as otherwise specifically stated in the order or in the invoice. All such taxes are the responsibility of the Purchaser. ATS reserves the right at any time to separately bill the purchaser for any such tax which ATS may be called upon to pay or to collect on account of the sale of the equipment.
ACCEPTANCE: Your offer to purchase is an irrevocable offer to purchase, valid thirty (30) days after receipt by ATS. Your offer shall not be binding upon ATS or create any obligations on ATS’s part unless and until ATS shall have accepted your purchase order at its home office in Santa Fe Springs, California. Such acceptance shall be made only by transmittal to you by ATS of ATS’s written acceptance. After acceptance, the contract between us relating to the sale by ATS and the purchase by you of the equipment specified in the offer to purchase shall be specifically subject to these Standard Terms and Conditions of Sale, notwithstanding any other conditions of sale or purchase which may be contained in your purchase order. It is an express condition of ATS’s acceptance of your purchase order that in the event of any conflict between any conditions of sale or purchase set forth in your purchase order and these Terms and Conditions of Sale, the latter shall be applicable in all events. After acceptance, the contract between us relating to the sale and purchase of the equipment shall be construed in accordance with the laws of the State of California.
DELIVERY: Unless stated in the order acknowledgment, no estimate has been made of the length of time required for delivery of the equipment covered by the order. If an estimate of time of delivery of the equipment has been made, it is approximate only and will begin to run at the date of ATS’s acceptance of your purchase order. ATS shall not be responsible for delays caused by civil insurrection, war, fire, strikes, labor stoppages, acts of God, shortages of materials, the failure of suppliers or subcontractors to satisfactorily meet scheduled deliveries, the establishment of any priority system by the United States of America or any of its agencies, or any other factor or event beyond its control.
TITLE, RISK OF LOSS: Title shall not pass from ATS to the Purchaser until ATS has been paid in full for the equipment, and ATS shall retain a security interest in the equipment at all times until ATS has been paid in full. Upon delivery by ATS to a carrier for shipment of equipment to the Purchaser, risk of loss shall pass to the Purchaser. Thereafter, the carrier shall be deemed to be acting for and on behalf of the Purchaser, and the terms of payment for the equipment shall not be affected by damage to or destruction of the equipment sold.
DELAYS AND CANCELLATIONS: In the event that, after ATS’s acceptance of your purchase order, you request ATS to delay shipment of the equipment, the purchase price shall become due and owing thirty (30) days after the equipment is ready for shipment. No requests for delays beyond the specified delivery date will be honored by ATS without ATS’s expressed written consent. No order may be cancelled without the expressed written consent of ATS. In the event of cancellation, ATS shall be deemed to have been damaged to the extent of, but not limited to, the amount of any deposit held by ATS, and ATS shall retain such deposits as damages, and not as a penalty.
INSTALLATION AND SERVICE: Installation and all costs relating thereto shall be the responsibility of the Purchaser. If requested, ATS will provide qualified service personnel for installation and/or repair at ATS’s then prevailing service rates.
RE-STOCKING: A 15% minimum re-stocking charge shall apply to all items returned. All returns must be authorized by ATS in writing and are subject to inspection before acceptance. Items ordered special and not normally stocked are non-returnable.
SERVICE ORDERS: All parts, accessories and tooling orders are subject to a $50.00 minimum. All service calls are subject to a 4-hour minimum charge.
WARRANTY; DISCLAIMER OF IMPLIED WARRANTIES, LIMITATION OF LIABILITY:
The warranties set forth below are the exclusive warranties made by ATS. There are no other warranties, express or implied, by law or usage, which extend beyond the description on the face hereof. Buyer waives all other warranties, express, implied or statutory. ATS makes no warranty of merchantibility. The description of goods or repairs contained in this Agreement is for the sole purpose of identifying them, and is not a warranty.
ATS’s liability under the warranty set forth below shall be limited solely to the remedies set forth below. ATS has no responsibility whatsoever for reimbursing Buyer for repair or replacement costs incurred by Buyer in connection with ATS equipment without ATS first having given to Buyer written authorization for such charge.
ATS’s warranties apply only in the event that ATS is given written notice by Buyer of a malfunction or failure of the equipment to perform in a normal way within fifteen (15) days after Buyer discovers a problem, and within the time limits of the applicable warranty. Any action for breach of warranty or other action arising out of purchase of the equipment covered by this agreement must be commenced within one (1) year after such cause of action arises.
ATS’s warranties set forth below apply only with regard to malfunction, failures of the equipment to perform in a normal way, or other problems which are caused by defective material or workmanship in the manufacture of the equipment. The warranties do not apply to damage to the equipment or problems which occur as the result of Buyer’s failure to properly use or maintain the equipment or to any other problems with the equipment caused by Buyer or parties other than ATS.
Express Parts and Service Warranty: ATS’s warranties depend on whether or not ATS installs the equipment.
If ATS installs the equipment, then ATS warrants that for a period of one hundred four (104) weeks after shipment of the equipment ATS will do one or both of the following.
All Electrical Parts such as relays, switches, control boards, drives and motors are non-returnable items. There is no warranty on electrical parts unless installed by ATS Service. If installed by ATS service electrical parts carry a 6 month warranty.
All mechanical parts are warrantied for 90 days unless installed by ATS Service. If install by ATS Service Warranty is 1 year.
Without charge, make a prompt investigation of the equipment. Customer testing, or return of the equipment to ATS, may be required as part of this investigation. If ATS determines in its sole judgment that claimed defects were caused by misuse, neglect, improper repair, alteration or accident, ATS shall have no further responsibilities to Buyer.
If, after investigating the equipment, ATS finds in its sole judgment that the equipment contains defective material or workmanship, and the same is the cause of the malfunction or failure of the equipment to perform in the normal way, ATS will, at its expense, provide all labor and repairs and/or supply the replacement parts necessary to correct the malfunction or equipment failure. Buyer shall return defective parts replaced under the Parts and Service Warranty to ATS. If Buyer fails to return defective parts to ATS then Buyer shall pay to ATS its normal price for the replacement parts. The cost of travel, freight and/or other shipping charges for any parts supplied or returned under the Parts and Service Warranty shall be borne by ATS for a period of six months from date of shipment. After six months, the cost of travel and freight is borne by the Buyer.
If ATS does not install the equipment, then ATS warrants that for a period of fifty-two (52) weeks [for collet chucks only twenty-six (26) weeks] after shipment of the equipment, ATS will do the following.
Without charge, make a prompt investigation of the equipment. Customer testing or return of the equipment to ATS may be required as part of this investigation. If ATS determines in its sole judgment that claimed defects were caused by misuse, neglect, improper installation or repair, alteration or accident, ATS shall have no further responsibilities to Buyer.
If, after investigating equipment, ATS finds in its sole judgment that the equipment contains defective material or workmanship and that the same is the cause of the malfunction or failure of the equipment to perform in the normal way, ATS will, at its expense, supply such replacement parts as are necessary to correct the malfunction or equipment failure. Buyer will be responsible for returning defective parts replaced under this parts and service warranty, and Buyer’s failure to comply will render Buyer liable for the cost of the replacement parts. The cost of freight and/or other shipping charges for any parts supplied or returned under the parts service warranty shall be borne by the Buyer. Buyer shall be responsible for and shall pay ATS for all labor costs incurred by ATS with regard to warranty service in situations in which ATS has not installed the equipment.
Buyer shall reimburse ATS for all travel, room and board, lodging, and similar expenses incurred by ATS in the course of providing any and all warranty services with regard to the equipment, except during the first six months for equipment installed by ATS as defined above.
IN NO EVENT SHALL ATS BE LIABLE TO BUYER FOR LOSS OF PROFITS, LOSS OF USE, OR DAMAGE OF ANY KIND BASED UPON CLAIM FOR BREACH OF WARRANTY, OR FOR FAULTY WORKMANSHIP OR MATERIALS, INCLUDING WITHOUT LIMITATION, CONSEQUENTIAL DAMAGES AND INCIDENTAL DAMAGES EXCEPT AS THEY MAY BE IMPOSED BY LAW IN THE CASE OF PERSONAL INJURIES FROM “CONSUMER GOODS”.
ATS’s warranties shall not be enlarged, diminished, or affected by, and no obligation or liability shall arise or grow out of ATS’s rendering of technical assistance or service in connection with Buyer’s order of the equipment furnished under this Agreement.
MODIFICATION OF TERMS AND CONDITIONS: No addition to or modification of any of these provisions shall be binding upon ATS, unless made in writing and signed by a duly authorized representative of ATS. These provisions constitute the entire agreement of the parties and any terms, oral or written not specified herein shall be binding.
SUCCESSORS: All terms and conditions set forth herein are and shall be binding upon and inure to the benefit of the parties herein.
ATTORNERYS’ FEES: In the event of litigation with regard to the rights and duties of the parties under these terms and conditions, or interpreting these terms and conditions, the prevailing party shall recover from the losing party all costs of litigation, including reasonable attorneys’ fees.