Terms & Conditions
GENERAL
THE FOLLOWING TERMS AND CONDITIONS, SHALL CONSTITUTE THE ENTIRE AGREEMENT FOR THE PURCHASE AND SALE OF PEARSE-BERTRAM'S PRODUCTS. ANY ACCEPTANCE CONTAINED HEREIN IS MADE EXPRESSLY CONDITIONAL UPON THE PURCHASER'S ASSENT TO THE TERMS WHICH ARE DIFFERENT FROM, IN ADDITION TO, OR VARY THE TERMS CONTAINED IN THE PURCHASER'S PURCHASE ORDER OR REQUEST FOR QUOTATIONS. SUCH ASSENT SHALL BE DEEMED TO OCCUR UPON THE FAILURE OF THE PURCHASER TO OBJECT IN WRITING SPECIFICALLY TO SUCH TERM OR TERMS WITHIN 14 DAYS FROM THE RECEIPT HEREOF. ANY TERMS AND CONDITIONS CONTAINED IN THE PURCHASER'S PURCHASE ORDER OR REQUEST FOR QUOTATION WHICH ARE DIFFERENT FROM, IN ADDITION TO, OR VARY PEARSE-BERTRAM'S TERMS AND CONDITIONS SHALL NOT BE BINDING UPON PEARSE-BERTRAM, AND PEARSE-BERTRAM HEREBY OBJECTS THERETO. CHANGES PRIOR TO THE DATE OF DELIVERY OF ANY PRODUCT OR PRODUCTS HEREUNDER, THE PURCHASER SHALL HAVE THE RIGHT TO MAKE CHANGES IN ITS ORDER PROVIDED THAT PEARSE-BERTRAM RECEIVES WRITTEN NOTICE OF THE DESIRED CHANGES AND ACCEPTS THE SAME AND PROVIDED FURTHER THAT THE PURCHASER ACCEPTS THE ADDITIONAL CHARGE THEREFOR AS DETERMINED BY PEARSE-BERTRAM. CHANGES WHICH INTERFERE WITH OR ALTER PEARSE-BERTRAM'S PRODUCTION SCHEDULES WILL NOT BE ACCEPTABLE UNLESSTHE TIME FOR PERFORMANCE IS EXTENDED FOR SUCH PERIOD AS DEEMED NECESSARY BY PEARSE-BERTRAM. FAILURE OF PEARSE-BERTRAM TO ACCEPT A PURCHASER'S REQUEST TO CHANGE ITS PURCHASE ORDER SHALL NOT BE CAUSE FOR PURCHASER'S CANCELLATION OF ITS ORDER EXCEPT UPON PAYMENT OF A CANCELLATION CHARGE TO BE DETERMINED BY PEARSE-BERTRAM.
CANCELLATION
(A) PEARSE-BERTRAM SHALL HAVE THE ABSOLUTE RIGHT TO CANCEL THIS AGREEMENT UPON BREACH
THEREOF BY THE PURCHASER, FAILURE BY THE PURCHASER TO MAKE ANY PAYMENT REQUIRED BY THIS
AGREEMENT, OR THE INSOLVENCY OR BANKRUPTCY OF THE PURCHASER.
(B) A PURCHASE ORDER OR ANY PART THEREOF WHICH IS HEREBYACCEPTED BY PEARSE-BERTRAM MAY
NOT BE CANCELLED UNLESS AND UNTIL PEARSE-BERTRAM RECEIVES WRITTEN NOTICE OF THE
CANCELLATION, HAS DETERMINED THE ADDITIONAL CHARGE TO BE MADE AND THE SAME HAS BEEN
ACCEPTED AND PAID BY THE PURCHASER. UPON RECEIPT OF A NOTICE OF CANCELLATION, PEARSE BERTRAM
SHALL BE ENTITLED TO TAKE WHATEVER ACTION IT DEEMS NECESSARY AND ADVISABLE TO MINIMIZE
CANCELLATION CHARGES.
WARRANTY
(A) PEARSE-BERTRAM WARRANTS, EXCEPT AS HEREINAFTER PROVIDED, EACH PRODUCT SOLD
HEREUNDER WHICH IS ASSEMBLED BY IT TO BE FREE FROM DEFECTS IN ASSEMBLY UNDER NORMAL USE AND
SERVICE FOR A PERIOD OF ONE YEAR AFTER SHIPMENT THEREOF TO THE ORIGINAL PURCHASER.
(B) PEARSE-BERTRAM'S WARRANTY EXTENDS ONLY TO PRODUCTS ASSEMBLED BY IT AND IS, TO THE
EXTENT PERMITTED BY LAW, IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING
WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY PRIOR WRITTEN OR
ORAL REPRESENTATIONS REGARDING SUCH PRODUCTS MADE BY
PEARSE-BERTRAM, ITS EMPLOYEES, AGENTS OR REPRESENTATIVES.
(C) PRODUCTS, OR COMPONENTS THEREOF, SUPPLIED BY ANY OTHER PARTY TO PEARSE-BERTRAM
WHICH ARE NOT ASSEMBLED BY PEARSE-BERTRAM ARE COVERED ONLY BY THE INDIVIDUAL WARRANTY OF
SUCH OTHER PARTY AND COPIES OF SUCH WARRANTIES WILL BE FURNISHED UPON REQUEST.
(D) PEARSE-BERTRAM RESERVES THE RIGHT TO INSPECT PRODUCTS CLAIMED DEFECTIVE UNDER
WARRANTY EITHER AT THE PURCHASER'S LOCATION OR AT BLOOMFIELD, CONNECTICUT. A DEFECTIVE
PRODUCT IS NOT TO BE RETURNED TO PEARSE-BERTRAM'S PLANT UNLESS AUTHORIZED BY PEARSE-BERTRAM.
PRODUCTS SO RETURNED SHALL BE RETURNED TO PEARSE-BERTRAM'S PLANT, FREIGHT PREPAID. ANY
PRODUCT PROVING DEFECTIVE DUE TO FAULTY ASSEMBLY WITHIN ONE YEAR FROM DATE OF SHIPMENT WILL
BE REPLACED OR REPAIRED FREE OF CHARGE, F.O.B. PEARSE-BERTRAM'S PLANT,
BLOOMFIELD, CONNECTICUT. PEARSE-BERTRAM ASSUMES NO LIABILITY FOR LABOR CHARGES INCIDENTAL
TO THE ADJUSTMENT SERVICE, REPAIRING, REMOVAL OR REPLACEMENT OF THE PRODUCT OR OTHER COSTS
OR FOR THE EXPENSE OF REPAIRS MADE OUTSIDE OF ITS FACTORY EXCEPT WHEN MADE PURSUANT TO
PEARSE-BERTRAM'S PRIOR WRITTEN CONSENT. PEARSE-BERTRAM, AT ITS OPTION, MAY SHIP A REPLACEMENT
OR REPLACEMENTSIMMEDIATELY UNDER STANDARD BILLING AND MAKE WARRANTY ADJUSTMENT AFTER
INSPECTION OF THE DEFECTIVE PRODUCT BY MEANS OF CREDIT
MEMORANDUM.
DELAYS
PEARSE-BERTRAM SHALL NOT BE LIABLE FOR DAMAGES FOR DELAYS IN PERFORMANCE DUE TO CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL, INCLUDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY PRIORITY SYSTEM ESTABLISHED BY ANY AGENCY OF THE UNITED STATES GOVERNMENT, FIRES, FLOODS, STORMS, AND OTHER ACTS OF GOD, ACCIDENTS, STRIKES, INSURRECTIONS, WAR, SHORTAGE OF MATERIALS, LACK OF TRANSPORTATION AND FAILURE OF PERFORMANCE OF SUBCONTRACTORS AND/OR SUPPLIERS FOR SIMILAR REASONS. FAILURE OF PEARSE-BERTRAM TO PERFOR FOR THESE REASONS AFORESAID SHALL NOT BE GROUNDS FOR PURCHASER'S CANCELLATION OF ITS ORDER BUT THE DELIVERY DATE SHALL BE EXTENDED ACCORDINGLY.
LIMITATION OF LIABILITY
NO CLAIM MADE HEREUNDER BY THE PURCHASER, WHETHER AS TO GOODS DELIVERED OR FOR NON DELIVERY SHALL BE GREATER THAN THE PURCHASE PRICE OF THE GOODS IN RESPECT OF WHICH SUCH CLAI IS MADE, AND PEARSE-BERTRAM SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR CONSEQUENTIAL DAMAGES.
MISCELLANEOUS
(A) THIS AGREEMENT MAY NOT BE ASSIGNED OR OTHERWISE TRANSFERRED BY PURCHASER WITHOUT TH
PRIOR WRITTEN CONSENT OF PEARSE-BERTRAM, AND ANY SUCH ASSIGNMENT OR TRANSFER WITHOUT SUC
PRIOR WRITTEN CONSENT SHALL BE NULL AND VOID AND OF NO FORCE OR EFFECT WHATSOEVER.
(B) PEARSE-BERTRAM'S FAILURE TO INSIST, IN ONE OR MORE INSTANCES, UPON THE PERFORMANCE OF AN
TERM OR TERMS OF THIS AGREEMENT SHALL NOT BE CONSTRUED AS A WAIVER OR RELINQUISHMENT OF IT
RIGHT TO SUCH PERFORMANCE OR THE FUTURE PERFORMANCE OF SUCH TERM OR TERMS AND PURCHASER'
OBLIGATION WITH RESPECT THERETO SHALL CONTINUE IN FULL FORCE AND EFFECT.
(C) ANY NOTICE OR OTHER COMMUNICATION REQUIRED OR PERMITTED HEREUNDER SHALL B
SUFFICIENTLY GIVEN IF SENT IN WRITING BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO TH
OTHER PARTY THERETO AT ITS RESPECTIVE ADDRESS FIRST ABOVE WRITTEN. ANY SUCH NOTICE, IF S
MAILED, SHALL BE DEEMED TO HAVE BEEN RECEIVED ON THE THIRD BUSINESS DAY FOLLOWING SUC
MAILING. EITHER PARTY HERETO MAY CHANGE ITS ADDRESS FOR NOTICE PURPOSES BY WRITTEN NOTICE T
THE OTHER PARTY.
(D) THE PARAGRAPH HEADINGS IN THIS AGREEMENT ARE USED FOR CONVENIENCE ONLY. THEY FORM N
PART OF THIS AGREEMENT AND ARE IN NO WAY INTENDED TO ALTER OR AFFECT THE MEANING OF THI
AGREEMENT.
(E) THIS AGREEMENT MAY BE AMENDED AT ANY TIME BY MUTUAL AGREEMENT OF THE PARTIES HERETO B
AN ENDORSEMENT TO THIS AGREEMENT SIGNED BY EACH OF THEM.
(F) THE INVALIDITY, IN WHOLE OR IN PART, OF ANY PROVISION OF THIS AGREEMENT SHALL NOT AFFEC
THE VALIDITY OR ENFORCEABILITY OF ANY OTHER OF ITS PROVISIONS.
(G) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF TH
STATE OF CONNECTICUT.
(H) WE HEREBY CERTIFY THAT THESE GOODS WERE PRODUCED IN COMPLIANCE WITH ALL APPLICABL
REQUIREMENTS OF SECTIONS 6, 7 AND 12 OF THE FAIR LABOR STANDARDS ACT, AS AMENDED AND O
REGULATIONS AND ORDERS OF THE UNITED STATES DEPARTMENT OF LABOR ISSUED UNDER SECTION 1
THEREOF.
TAXES
ALL APPLICABLE FEDERAL, STATE OR LOCAL SALES, USE, OR EXCISE TAXES ARE THE RESPONSIBILITY O THE PURCHASER AND SHALL BE IN ADDITION TO THE PRICE OR PRICES STATED ON THE FRONT SIDE OF THI DOCUMENT UNLESS OTHERWISE SPECIFICALLY STATED. PEARSE-BERTRAM SHALL HAVE THE RIGHT T INVOICE SEPARATELY ANY SUCH TAX AS MAY BE IMPOSED AT A LATER TIME. APPLICABLE TAX EXEMPTIO CERTIFICATES MUST ACCOMPANY ANY ORDER TO WHICH THE SAME APPLIES.
PAYMENT TERMS
(A) CASH PAYMENT: NET 30 DAYS. A SERVICE CHARGE OF 1% PER MONTH (12% ANNUAL RATE) WILL B
CHARGED ON BALANCES WHICH ARE OVER 60 DAYS.
(B) F.O.B. - SHIPPING POINT UNLESS OTHERWISE STATED.
