Novatech, Inc.
PO Box 13685
Scottsdale AZ 85267-3685
Phone 480.991.9445
Fax 480.991.9465
E-mail sales@novatechonline.com

 TERMS AND CONDITIONS OF SALE

Prices:

a. Are in U.S. Dollars, and are subject to change without notice at any time prior to acceptance of your order by our manufacturer.
b: Become firm upon our acceptance of your order as evidenced by our acknowledgment form unless escalation  terms are included.
c: Are F.O.B. shipping point Phoenix, Arizona unless otherwise specified.
d  Are subject to an increase equal in amount to any tax we may be required to collect or pay upon the sale of the equipment, such amount may be invoiced later.
e. May have to be adjusted if currency exchange rates fluctuate more than 5% between time of order and delivery of goods.

Delivery:

Delivery dates or shipping schedules are approximate and based upon the most recent information available to us from the manufacturer as of the date of our order entry and may be adjusted upon receipt of subsequent information from our manufacturer. The reference "OR SOONER IF AVAILABLE" on our acknowledgment is to inform you that we have authorized the manufacturer to ship sooner than the approximate delivery date, if possible.

Validity of Quotation:

This quotation is valid for thirty (30) days from quotation date unless specified otherwise.  Upon receipt of acceptance of order from our manufacturer, with their acknowledgment of the approximate delivery, we will send to you our written acknowledgment of your order.

Specification and Performance:

We shall not be responsible for any failure to perform arising from causes beyond our control. These causes shall include, but shall not be restricted to fire, acts of God, explosions, accident, labor disputes of any character, labor shortages or failure or delays in transportation, inability to secure raw materials or machinery for the manufacture of its products, acts of government or any agency thereof and judicial action.

Descriptions, specifications, drawings and other particulars issued by or on our behalf are not warranted and will not be bound thereby, unless expressly confirmed by us in writing, as a term of the accepted order.

Production data, where given, is based on our careful analysis and understanding of the limits of accuracy, machinability of material, amount of material to be removed, handling facilities provided, and locating points, but is nonetheless an estimate only and is not guaranteed or warranted.  In no event shall we be responsible for performance figures supplied by subcontractors or other cooperating parties. If the equipment is to be subject to acceptance tests before shipment, recourse under this clause must take place prior to shipment.

Work tolerances to be obtained with this equipment are based on our assumption that the work will have been properly processed through previous operations and that the locating surface will be of sufficient quality so as not to impede the obtaining of the quoted tolerances within the estimated production rate.

Machine Installation:

The installation of the machine,  its assembly, and the provision of electrical and other connections, etc. is to be purchaser's responsibility..

Terms and Method of Payment:

Unless terms of credit have been otherwise agreed, upon execution of irrevocable offer to purchase, purchaser shall pay ten percent (10%) of the purchase price as a non-refundable deposit to be applied against purchase price of goods.  Purchaser shall pay ninety percent (90%) of the purchase price plus any applicable taxes upon transfer of title at F.O.B. point. Buyer hereby grants Seller a purchase money security interest in all equipment sold under this agreement to secure payment and performance of Buyer's obligations hereunder.

If payment is not made on or before due date, the unpaid balance thereof shall bear interest at the rate of prime rate plus 2% per annum from said due date until paid.  Purchaser agrees to pay seller any expense incurred in collecting such unpaid balance of the purchase price, or in recovering the possession of said property, including reasonable attorney's fees.

If shipments are delayed by purchaser or because purchaser's account is in arrears, payments shall become due on the date when seller shall be prepared to make shipment. Products held by seller for purchaser shall be at the risk and expense of purchaser.

Cancellation:

This quotation is considered an irrevocable offer to purchase, and is non-cancelable after it has been accepted by seller.  Any deviation from this policy must have approval of seller, and any cancellation accepted shall be deemed to have damaged seller to extent of, but not limited to, the amount held as non-refundable deposit, and this deposit shall be forfeited. Purchaser will be held responsible for all charges including, but not limited to, any additional charges which may arise as a result of any cancellation.

Non-waiver or Default:

In the event of any default by purchaser, seller may decline to make further shipments without in any way affecting its rights under such order. If, despite any default by purchaser, seller elects to continue to make shipments, its action shall not constitute a waiver of any default by purchaser or in any way affect seller's legal remedies of any such default.

Security Title:

Seller retains title to all items shipped until purchaser performs all his obligations hereunder. Seller retains a security interest in the goods to secure full performance of purchaser's obligations, including but not limited to, a right to repossess.

Assigns:

The contract made hereunder shall be binding upon and inure to the benefit of the successors and assigns of the seller, but shall not be otherwise assignable by purchaser without the consent of seller.

Loss or Damage in Transit:

Seller's liability for loss or damage to the machine and equipment covered by this order is limited to events which in our sole judgment have occurred prior to its delivery to the F.O.B. point shown on our order acknowledgment.  Any loss subsequent to delivery to the F.O.B. point is to be at the risk of the purchaser.

Warranty - Disclaimer of Implied Warranties:

a: The warranties provided herein are the exclusive warranties made by the seller.  There are no other  warranties expressed or implied by law or usage which extend beyond the description on the face hereof and purchaser waives all other warranties, expressed, implied or statutory.  Seller makes no warranty of merchantability, and description of the goods or repairs contained in this agreement is for the sole purpose of identifying them, and is not a warranty.

b: As more specifically provided hereafter, seller's liability under the warranty shall be limited solely to repair or replacement or the issuance of credit or the refund of the purchase price upon the return of such machinery to seller at purchaser's expense.  Seller has no responsibility whatsoever for reimbursing purchaser for repair or replacement costs incurred by purchaser in connection with this machine without  having first provided to purchaser with written authorization for such charges.

c: Seller expressly warrant that for a period of fifty-two (52) weeks after shipment of the machine, (based on one eight-hour shift per 5 day workweek) if seller is given a  timely request for service by purchaser to correct a malfunction or failure of the machine to perform in a normal way, which is caused by defective material or workmanship in the construction of the machine, seller will do one or both of the following:

(1) Without charge, make a prompt investigation of the machine relative to such request. If seller determines in its sole judgment that such defects were caused by misuse, neglect, improper installation, repair,  alteration or accident, seller shall have no further responsibilities hereunder.  Purchaser will be responsible for repair and travel costs as per prevailing service rates.

(2)  If after investigating the machine seller finds in our sole judgment that the BASIC MACHINE (exclusive of  perishable tooling, motors, controls, pumps, valves, gages and accessories, etc. not manufactured by the manufacturer of the basic machine) contains defective material or workmanship and same is the cause of the malfunction or failure of the machine to perform in the normal way, seller will, at our expense, perform the required services and/or obtain the required replacement parts necessary to correct the malfunction or machine failure.  Purchaser will be responsible for returning to the manufacturer defective parts supplied under this Parts and Service Warranty, and purchaser's failure to comply will render purchaser liable for the cost of the replacement parts.  The cost of freight and/of shipping charges for any parts supplied or returned under this Parts and Service Warranty will be borne by the purchaser.

d:  Seller will not be liable under this express warranty unless buyer reports any such defects to seller in writing  within a fifty-two (52) week period from date of shipment. Any action for the breach of warranty or other action arising out of the purchase of the equipment covered by this order must be commenced with one (1) year after such cause of action arises.

e: In no event shall seller be liable to buyer for loss of profits, loss of use, or damages of any kind based upon a claim for breach of warranty or for faulty workmanship or materials, including without limitation consequential damages and incidental damages.

Buyer agrees to save Seller harmless from any liabilities, claims, or demands (including the costs, expenses and  reasonable attorney's fees on account thereof) that may be made by anyone for injuries to persons and/or damage to property growing out of or incident to the case of this equipment.

Seller's warranties as herein above set forth shall not be enlarged, diminished or affected by, and no obligation or  liability shall arise or grow out of, seller's rendering of technical assistance or service in connection with purchaser's order of the equipment furnished hereunder.

Disputes and Governing Law:

This contract shall be deemed to have been entered into and shall be governed by the laws of the State of Arizona.  All claims, disputes and controversies arising out of or relating to this contract, or the breach thereof shall in lieu of court action be submitted to arbitration and accordance with the COMMERCIAL ARBITRATION RULES of the AMERICAN ARBITRATION ASSOCIATION, any judgment upon the award rendered by the arbitrator's may be entered into any court having jurisdiction thereof.  The site of the arbitration shall be Scottsdale, Arizona unless another site is mutually agreed between the parties.

Modification of Terms and Condition:

No addition to or modification of any of these provisions shall be binding upon seller unless made in writing and signed by a duly authorized representative of seller.  These provisions constitute the agreement of the parties and any terms, oral or written, not specified herein, shall not be binding.

The terms, conditions and warranties of sale contained herein shall  take precedence in determining the legal relationship of the parties.