1. Price and Delivery
The prices and estimated delivery on the face of this quotation are valid for the periods stated, provided Buyer’s order, release for production, and requested delivery date are all within the dates shown on the face of this quotation. Additional extended price protection is not available unless specifically so stated on the face of the quotation. Prices are subject to correction for errors, and are in accordance with price control regulations of the Philippine  Government.

2. Changes to Quantities and Specifications
Changes in quantities and specifications requested or approved by Buyer after receipt of the Buyer’s order will be invoiced at the price in effect at the time the change is received.

3. Delivery and Risk of Loss
Shipment shall be FOB Seller’s factory, Buyer hereby grants to Seller a security interest in the equipment purchased to secure payment of the purchase price invoiced to Buyer. Risk of loss or damage in transit shall be upon Buyer even if the equipment is shipped FOB place of destination.

4. Payment and Credit Terms
TELEGRAPHIC/TRANSFER in advance to Wise-Man Automation & Controls, Inc. Unless otherwise specified on the face of this quotation, terms of payment are net cash 30 days from date of invoice, subject to approval and continuation of approval of credit by the Seller. All payments are to be made at par in U.S. currency through  bank to the address stated in Seller’s invoice. If at any time after any approval of credit the financial conditions of the Buyer shall be determined or believed by the Seller, in its sole judgment, to be or to have become such as not to justify the continuation of the above credit terms by the Seller to the Buyer, terms of payment shall be or become COD or immediate partial or full advance payment, or a combination of the foregoing methods, or as the Seller may then or thereafter from time to time elect and specify.

5. Remedies upon Default in Payment
In the event of default by Buyer in making payment when due, the Seller, its agents or assigns, is authorized to take possession and remove the equipment from the Buyer’s premises, or elsewhere, without demand or other cause or notice of any kind, and all rights for action of trespass or other causes are waived by Buyer, Buyer will pay to Seller reasonable charges for its use of the equipment and reimburse Seller for its expenses or repossession.

6. Shipping Dates
Shipping dates are approximate and are based upon prompt and timely receipt of all necessary information from the Buyer. Orders which require approval prior to release for production, or which are placed on hold any time after receipt of order, but prior to shipment, will be subject to revised delivery dates. Such delivery dates shall be the estimated delivery dates in effect at the time the release for production or release from hold is received by Seller. The Seller shall not be liable for delays in delivery or failure to manufacture or deliver due to: (1) causes beyond its reasonable control, (2) acts of God, acts of the Buyer, acts of civil, or military authority, priorities, fires, strikes, floods, epidemics, war, riot, delays in transportation, (3) inability to obtain necessary labor, materials, components, or manufacturing facilities, or (4) changes in specifications, directions, or design requested by Buyer or agreed to by Buyer. In the event of such delay, the delivery date shall be extended for that length of time as may be reasonable necessary to compensate the delay.

7. Invoicing
The Seller reserves the right to invoice when orders are ready for shipment and are held past the scheduled delivery date by Buyer’s request, or any other reason beyond the Seller’s control. Terms of payment for invoices issued under such circumstances will be the same as though the invoice were prepared at the time of shipment. Buyer will be liable for actual costs of storage and transportation resulting from said deferral of delivery.


8. Maintenance and Installation; Instruction Manual
Unless otherwise specified on the face of this quotation, installation and maintenance of the equipment is the responsibility of the Buyer. One instruction manual including installation, maintenance, and parts information is included for each Model type in the shipment. Additional copies requested will be shipped separately unless otherwise instructed. There may be a charge for requested quantities that are large relative to number of units shipped.


9. Warranty
The Seller warrants the equipment sold hereunder shall conform to Seller’s standard specifications. The Seller warrants said equipment to be free from defects in materials and workmanship. This warranty applies to normal recommended use and service for one year from date on which the equipment is shipped. The Seller’s sole obligation under this warranty, and Buyer’s exclusive remedy, will be the repair or replacement, without charge at the Seller’s factory of any defective equipment covered by this warranty. In no event will the Seller’s liability exceed the contract price for the goods claimed to be defective.

THIS WARRANTY IS EXPRESSLY IN LIEU OF ANY OTHER EXPRESS OR IMPLIED WARRANTY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND 

Warranty, Continued
FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER OBLIGATIONS OR LIABILITIES OF THE SELLER, INCLUDING INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGE.

Buyer acknowledges its responsibility under related laws and regulations, and other safety laws, regulations, standards, practices, or recommendations which are principally directed to the use of equipment in its operating environment. Buyer acknowledges that the conditions under which such equipment will be used, its use or combination with, or proximity to, other equipment, and other circumstances of the operation of such equipment are matters beyond Seller’s control. BUYER HEREBY AGREES TO INDEMNIFY SELLER AGAINST ALL CLAIMS, DAMAGES, COSTS, OR LIABILITIES (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES AND OTHER LEGAL EXPENSES), WHETHER ON ACCOUNT OF NEGLIGENCE OR OTHERWISE, EXCEPT THOSE CLAIMS BASED SOLELY UPON THE NEGLIGENCE OF SELLER AND THOSE CLAIMS ASSERTED BY SELLER’S EMPLOYEES WHICH ARISE OUT OF OR RESULT FROM THE OPERATION OR USE OF THE EQUIPMENT BY SELLER’S EMPLOYEES.


10. Return of Equipment for Repair
Authority for return of equipment for repair, whether under the warranty clause or otherwise, must be obtained from the Seller in advance. Equipment returned for repair must be carefully packed so as to reach the Seller’s factory without damage. Buyer shall pay shipping costs.
 

11. Service
Field service to be performed at the Buyer’s plant or construction site can be arranged separately from this quotation, unless specifically included on the face thereof. Under such service arrangements, the Seller provides qualified technical personnel to provide field installation services, field repair and modernization services, or technical field assistance. Dates for such service, and the scope of the service required, must be arranged for in advance. Buyer will be responsible for all travel and living expenses of Seller’s personnel, as well as service time on the job, all in accordance with then current rates.
 

12. Cancellation
Any order placed with the Seller can be canceled by the Buyer subject to payment of reasonable cancellation charges, which will normally include the following: (a) work completed; (b) work-in-progress; (c) raw materials and purchased parts, at cost to Seller plus handling charges; and (d) any other expenses or charges, including engineering and overhead charges incurred by Seller up to date of cancellation.
 

13. Buyout Items
Buyout equipment is any device not manufactured by the Seller, but which may be mounted on, shipped with, or shipped separately from the Seller’s products. Any increase in price from the Seller’s source of buyout items that is received from the time an order is received until it is shipped, will be passed on to the Buyer in the final invoice of the order. Seller makes no warranty, express or implied, with respect to buyout equipment.


14. Taxes
The Seller’s prices do not include sales, use, excise, or similar taxes, or import duties. Consequently, in addition to the price specified herein, the amount of any present or future sales, use, excise, or other similar tax or import duty applicable to the sale or use of the equipment hereunder shall be paid by the Buyer, or in lieu of thereof the Buyer shall provide the Seller with a tax exemption certificate acceptable to the taxing authorities. Buyer will indemnify and hold Seller harmless against any loss, expense, or payment occasioned by collection of any such tax or duty from Seller by any taxing authority.


15. Contract
The terms on this and the face side of this quotation will become our entire contract. If Buyer’s order includes any different or additional terms, our acceptance of Buyer’s order and supplements thereto is made conditional on Buyer’s consent to the terms and conditions hereof (which may be evidenced by Buyer’s acceptance of delivery of the equipment sold hereunder). Seller will not be bound by any different or additional terms and conditions contained in Buyer’s order, or in any other document delivered to us by Buyer, unless such terms and conditions are expressly agreed to in writing by the Seller. This contract is to be construed according to the laws of the Commonwealth of Pennsylvania.