Parts, products or materials, supplied by the purchasing companies, which are subject to assembly manufacturing process, shall be consistent in all relevant features and characteristics. Further, the purchasing company agrees that all parts to be processed and are supplied by the purchasing company will be consistent in shape, texture, color, weight, size, appearance, dimension, flatness, roundness, sharpness, hardness, softness. The parties agree that the foregoing is a material provision of this agreement.
Concerns, Assumptions & Exceptions:
Our proposal number is to be referenced on all purchase orders, payments and any other correspondences indicating your acceptance of our terms and conditions. Start up assistance is not included in the price. If request for assistance is made at a later date, this service will be billed at standard rates. Any part change during the bowl tooling process resulting from Engineering changes, differences in storage methods, differences in packaging methods, etc., which cause a deviation from the planned or finished tooling, could result in a price increase and potential delivery impact. Any feeder specifications and product tolerances must be submitted for approval to Centrivibe, Inc. prior to acceptance of purchase order. If help is required in formulating these specifications, CentriVibe, Inc. can provide assistance. If bulk quantities of each and every piece part, including all iterations, in the scope of work are not provided by the purchasing company within two weeks of the purchase order date, these parts will be removed from the scope of work and CentriVibe, Inc. responsibility for their operation in the system will be stricken from the project requirements and/or cost and schedule will be effected. To reach expected reliability levels in a feed system; piece parts must be of the highest and most consistent quality level possible. Any and all product sent to CentriVibe, Inc. for the purpose of design, build and debug must be print compliant, free of defects and lots must be free of foreign material to avoid return freight, sorting, inspection and related cost to the purchasing company.
Standard modular type products will be utilized where applicable. Tooling contacting the product, or in wearing applications, will be hardened and/or coated to suit the application. Aluminum extrusion and standard assembly hardware may be used in construction, guarding, and supports and so on to provide an aesthetically consistent system. Unless it is known prior to CentriVibe, Inc. submission of this proposal the utilization of compressed air may be required for but not limited to parts orientation, parts acceleration, and mechanical controls.
If possible, CentriVibe, Inc. will integrate the system controls in house. Electrical drawings and related documentation will be sent along with the feed system. The system will be fully functional and integrated in our facility in Brooksville, Florida.
Our quotes are contingent upon the acceptance by buyer without change or modification of the terms and conditions set forth in this document and its attachments. Changes, modifications, and contrary terms shall not be binding on seller unless agreed to in writing prior to purchase order placement.
Estimated schedule of acceptance run at CentriVibe, Inc. is noted on each proposal and will be confirmed after receipt of purchase order, first payment, production part(s), certified production part(s) drawings, and related specifications. We will need a working supply of sample parts, 1 cubic foot of each size. This delivery is an estimate based on our present workload. A firm delivery can be confirmed upon receipt of a purchase order and a quantity of sample parts. Upon acceptance, the system will be shipped to your plant F.O.B. Brooksville, FL. It is the responsibility of the purchaser to procure shipping and related insurances
A hard copy purchase order is necessary for invoicing and official commencement of this project. Invoices not paid in accordance with the terms and conditions in this proposal shall bear interest from the date due at the rate of one and one-half (1-1/2%) percent per month, eighteen (18%) percent per annum. Orders not shipped within one week after completion may be subject to a storage fee at the rate of .78¢ per square foot per month.
Note to Florida Purchasers: Unless a sales tax exempt certificate is enclosed with your purchase order, sales tax will be added to all invoices.
Warranty: (New systems only)
CentriVibe, Inc. warrants any and all workmanship and the performance of the Feeder System(s) manufactured by CentriVibe, Inc. for a period of one-year beginning the date of acceptance.
All components purchased by CentriVibe, Inc. and incorporated into the feed system will carry the original manufacturer's warranty (with the exception of above mentioned). Provided the purchasing company is not in default under this agreement, CentriVibe, Inc. assigns, where applicable, to the purchasing company any warranties made by the original manufacturer of these components. The purchasing companies only remedy, if any, for failure of any component part, shall be against the original manufacturer of the component part. The purchasing company must return the defective item for repair or replacement. If the purchasing company requires a field service visit under a warranty claim, the purchasing company would be obligated for transportation and lodging expenses. The field service labor would be at seller's expense.
This warranty does not cover defects caused by any of the following: unauthorized modification, alteration, repair or service of the product by anyone other than CentriVibe, Inc. during the warranty period, physical abuse to or misuse of the product or operation of it in a manner contrary to its intended use.
Statements made prior to the execution of this contract, are not warranties except to the extent that the contrary is expressly set forth here. It is understood that such statements are not intended to, and did not, form a part of the agreement, and are not binding on the parties hereto. This is a limited warranty, and any and all other warranties, both expressed and implied by law, or otherwise, are specifically excluded and disclaimed.
CentriVibe, Inc. sole liability under this warranty provision shall be the replacement or repair and/or the installation of replaced or repaired parts. Purchaser shall not seek or claim, and CentriVibe, Inc. shall not be liable for, or pay any incidental or consequential damages, including but not limited to, loss of use, lost profits, loss of good will and lost opportunities. No defects, damage, or unfitness of the equipment for any purpose shall relieve the purchaser of the obligation to pay CentriVibe, Inc. or excuse the purchaser from full performances defined herein.
ATTENTION PURCHASER: TERMS OF AGREEMENT Do not send purchase order until you read and understand this document.
CentriVibe, Inc., and purchasing customer or entity issuing purchase order(s), pursuant to the terms and conditions of this proposal is hereinafter referred to as "Purchaser". Receipt by CentriVibe, Inc. of purchase order is conclusive evidence of purchaser's acknowledgment and acquiescence to the terms, conditions, obligations, and requirements of performance set forth herein.
1. PAYMENT - "Purchaser" agrees to pay CentriVibe, Inc. all sums set forth in the proposal and to be bound by all of the terms and conditions set forth herein in exchange for the product produced by CentriVibe, Inc. as described herein. If, during the period of performance of an order, the financial condition of "Purchaser" does not justify the terms of payment specified, CentriVibe, Inc. may
demand full or partial payment in advance before proceeding with the work, or satisfactory security
or guarantees that invoices will be promptly paid when due, or, at its option without prejudice to other lawful remedies, may defer delivery or cancel this contract. If "Purchaser" defaults in any payment when due, then the whole contract price shall immediately become due and payable upon demand, or CentriVibe, Inc., at its option without prejudice to its other lawful remedies, may defer delivery or cancel this contract.
2. CHANGE ORDERS - Subsequent to the date of the original purchase order and subject to approval by CentriVibe, Inc., purchaser may request, in writing, changes to the original engineering or design plan or alterations to the completed product, however, such a request will result in certain costs that will be paid by purchaser to CentriVibe, Inc. including but not limited to a minimum change order charge of $500 due at the time that the change is approved by CentriVibe, Inc.. Engineering time, laborer time and material costs, will be billed at the current rates, said rates will be provided upon request.
3. ADDITIONAL REQUIREMENTS - "Purchaser" is responsible for any and all governmental or quasi-governmental permits necessary. It is understood that the automation system will be built to "Purchaser's" specification. It is "Purchaser's" responsibility to insure compliance with OSHA and all other safety regulations.
4. ACCEPTANCE OF ORDER - CentriVibe, Inc. shall endeavor to deliver the orders of the "Purchaser" by the dates contained in this agreement subject to delays caused by transportation, labor or material shortages, strikes, fires or any other cause beyond CentriVibe, Inc. control. Additionally, change orders may affect delivery dates. All sales are final and CentriVibe, Inc. shall have no obligation to repurchase any product.
5. SHIPMENT - CentriVibe, Inc. is not responsible for delays or damage after delivery of product to common carrier for shipment to purchaser.
6. CANCELLATION - This agreement cannot be canceled without the written agreement of both parties. "Purchaser" understands that CentriVibe, Inc. intends to proceed immediately in the performance of this proposal as authorized by the purchase order. Should "Purchaser" cancel this agreement, "Purchaser" agrees to immediately pay to CentriVibe, Inc. all costs expended by CentriVibe, Inc. in the designing, engineering, manufacturing, labor, materials, lost profit and all costs associated with the enforcement of this agreement and in addition thereto and not in lieu thereof, CentriVibe, Inc. may enforce all other provisions of this agreement and seek all other remedies for default as set forth herein.
7. DEFAULT - "Purchaser" is in default if purchaser: a. fails to pay any installment or part of the purchase price per the payment terms set forth in proposal. b. fails to perform or satisfy any duty or obligation under the terms and conditions of this agreement. c. makes assignment for the benefit of creditors is adjudicated insolvent admits in writing inability to pay debts. d. is subject to appointment of a receiver, trustee or similar official for "Purchaser" or any of "Purchaser's" property. e. files or has filed against it a Petition for Bankruptcy, reorganization or liquidation under any Federal or State law. f. takes any action in preparation for or furtherance of any of the above.
8. CentriVibe, Inc. RIGHTS UPON DEFAULT - In the event that "Purchaser" defaults hereunder, hereunder, at its option, may retain all payments that have been paid and shall have the right to exercise any one or more of the following remedies: a. To declare the entire amount of the purchase price, including accrued interest, hereunder immediately due and payable with respect to any and all goods herein. b. To sue for and recover all payments, then accrued to thereafter accruing, with respect to any and all items of equipment. c. To take possession of and remove or disable in place any and all items of equipment, without demand or notice, wherever the same may be located without any court order or other process of law. "Purchaser" waives all rights to damages, injunction or replevin based upon the removal, taking, retention or disablement of product by CentriVibe, Inc.. d. To pursue any other remedy at law and at equity, notwithstanding any disablement or repossession or any other action by CentriVibe, Inc. "Purchaser" shall be and remain liable for the full performance of all obligations under this agreement. All such remedies are cumulative, and may be exercised concurrently or separately, and "Purchaser" agrees that the acceptance of any portion of the purchase price by CentriVibe, Inc. or any forbearance by CentriVibe, Inc. shall not constitute a waiver of any of the terms or conditions of this agreement. e. Recover from "Purchaser" all direct or indirect damages and costs including attorney's fees.
9. LAW OF AGREEMENT - All questions, issues or disputes arising out of or under this contract shall be governed only by the laws of the State of Florida and State jurisdiction is hereby agreed by the parties to be exclusively in Hernando County, Florida, and Federal jurisdiction is hereby agreed by the parties to be exclusively in the Middle District of Florida and all Federal litigation shall be filed and litigated exclusively in Tampa, Hillsborough County, Florida. In the event suit is commenced to enforce this agreement, costs of said suit including reasonable attorneys fees in all proceedings, trials, investigations, appearances, appeals and in any bankruptcy proceeding or administrative proceeding shall be paid to the prevailing party by the other party.
10. ASSIGNMENT - This agreement cannot be assigned, transferred or pledged by "Purchaser" without written consent of CentriVibe, Inc.. 11. DISCLOSURE AGREEMENT - "Purchaser" and its employees/agents shall not at any time, whether during the term of this agreement or after its termination, disclose any trade secrets or confidential information about CentriVibe, Inc. or its products, processes and services, including, but not limited to, information relating to research, development, inventions, manufacturing and engineering, disclosed or known to the "Purchaser" as a consequence of, this proposal or performance by CentriVibe, Inc.. For purposes of this agreement the term "invention" is defined as ideas, whether patentable or not, including, but not limited to, processes, methods, formulas and techniques as well as improvements and modifications thereof or know how related thereto, all of which the "Purchaser" acquires as a result of its duties under this agreement. Any and all design rights, patents, copyrights, trademarks, ideas, blueprints, engineer drawings, intellectual material and the like produced by CentriVibe, Inc. are property of CentriVibe, Inc..
12. TAX - "Purchaser" agrees to be responsible for any and all sales or use tax, or any other governmental fee, levied against any product manufactured by CentriVibe, Inc. under this Agreement.
13. DISCLAIMER - Improper use, maintenance, or modification of the product may result in serious harm or injury and/or property damage. CentriVibe, Inc. and its officers, directors, shareholders and employees are not liable for any damages including, but not limited to, actual, incidental, consequential or punitive damages, costs or attorney's fees arising out of or occurring as a result of such use of its product.
14. PARTIES BOUND - This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, legatees, personal representatives and assigns.
15. REPRESENTATIONS AND MODIFICATIONS - No promises, representations or warranties have been made by CentriVibe, Inc. or are to be relied upon by "Purchaser" other than those specifically stated in this proposal. This agreement cannot be modified orally. Any modification of this agreement must be written and signed by the parties hereto. Please note that only appointed officers of CentriVibe, Inc. are authorized to sign on behalf of CentriVibe, Inc..
16. ENTIRE AGREEMENT - The terms and conditions set forth herein constitute the entire understanding of the parties with relation to this agreement.
17. NO IMPLIED WAIVERS - The failure of either party at any one time to require performance by the other party of any provision hereof shall in no way affect the right to require such performance thereafter. Nor shall a waiver by either party of a breach of any provision hereof be held or taken to be a waiver of any succeeding breach of such provision or waiver of the provision itself.
18. GENERAL - The invalidity of any provision of this agreement or any covenant herein contained shall not affect the validity of any other provision or covenant hereof or herein contained which shall remain in full force and effect. The parties agree to sign all such documents /and do all such things as may be necessary or desirable to more completely and effectively carry out the terms and intentions of this agreement. Time shall be of the essence of this agreement. In this agreement whether the singular or masculine are used it shall be construed as if the plural or feminine or the neuter have been used, where the context of the party or parties shall require, the rest of the sentence shall be construed as if the grammatical and terminological changes thereby rendered necessary have been made.