Welton Technology, LLC
2 Shaker Rd
Shirley, MA 01464
TERMS AND CONDITIONS
1. PRICES AND TAXES Prices quoted are based on information provided at the time of quote and current market condition, subject to review at time of order. Prices are good for 30 days, and are exclusive of all federal, state, and local taxes, fees or charges now in force or charges now in force or enacted in the future. Any such tax, fee or charge that Welton Technology is required to pay in relation to any sale of product will be paid by Buyer in addition to the prices quoted or invoiced.
2. SHIPMENT In the absence of specific shipping instructions from Buyer, Welton Technology will ship by the method it deems most advantageous. Buyer is obligated to obtain insurance against damage to the goods being shipped. Unless otherwise specified, the goods will be shipped in standard commercial packaging. Delivery will be made F.O.B. Shirley MA. The time of delivery is the time the goods to be delivered are picked up by the carrier. Title to the goods will pass to Buyer upon delivery of the goods by Welton Technology to carrier, and upon that delivery the Buyer will be responsible for and bear the entire risk of loss or damage to the goods
3 TERMS OF PAYMENT
(a) Unless otherwise noted, terms are thirty (30) days from date of invoice for approved accounts. Accounts more than 30
days past due will be subject, at the discretion of Welton Technology, to a monthly charge at the rate of one and one-half percent (1.5%) per month.
(b) If Buyer has invoices that are more than sixty (60) days overdue (i.e., not paid within 60 days of invoice date), at the
discretion of Welton Technology (i) any additional orders may be accepted on a C.O.D. or cash-with-order basis until credit is reestablished to Welton Technology's satisfaction or (ii) Welton Technology may cancel Buyer's orders and Buyer shall be liable for all of Welton Technology's expenses of ordering, purchasing, manufacturing (labor and overhead), shipping, storing and eliminating the ordered products and related components and reasonable profit related to preparing for and filing the Buyer's orders.
(c) Reasonable attorneys' and/or collections fees and costs will be paid to Welton Technology in the event of litigation required to collect overdue invoices.
4 CANCELLATION, RESCHEDULING, AND CHANGES The buyer may give notice to Welton Technology to cancel or reschedule any shipment of product that is scheduled for delivery more than 30 days from the date Welton Technology recieves customer notification. Welton Technology may charge the Buyer for any costs resulting from such cancelation or rescheduling. Subject to the forgoing, orders accepted by Welton Technology are firm and non-cancelable. The Buyer may be responsible for any costs resulting from product design changes, or process changes that are requested by the Buyer after the Purchase order is recieved by Welton Technology.
5 LIMITED WARRANTY For the purpose of this Section, "workmanship" shall mean manufacture in accordance with the
most recent version of IPC-A-610, or the Buyer's workmanship standards set forth in the written specifications reviewed at time of job quoting, and approved by Welton Technology. Welton Technology shall repair product which within sixty (60) days from date of delivery is returned to Welton Technology and which Welton Technology examination discloses to its satisfaction to have defective or non-conforming workmanship. This warranty does not apply to any product that has been altered, modified, or repaired by anyone other then Welton Technology. In addition, Welton Technology will pass on to Buyer all manufacturers' Material warranties to the extent that they are transferable, but will not independently warrant any Material. Buyer remedies are expressly limited to Welton Technology obligation stated above. This warranty extends to Buyer only and not to Buyer's customers or users of Buyer's products, unless Buyer is an original equipment manufacturer in which case it shall extent to Buyer's immediate customer only. Welton Technology shall in no event be liable to Buyer or to Buyer's customers for any incidental or consequential damages or loss of use or other commercial loss however occasioned.
6. LIMITITATION OF LIABILITY
(a) Welton Technology will not be liable for any loss, damages or penalty resulting from delay in delivery when such delay is due to causes beyond the reasonable control of Welton Technology including but not limited to supplier delay, force majeure, act of God, labor unrest, fire, explosion or earthquake. In any such event the delivery date will be deemed extended for a period equal to the delay.
(b) Welton Technology liability arising out of this agreement will be limited to refund of the purchase price. In no event will Welton Technology be liable for costs of procurement of substitute goods by the Buyer, and in no event will Welton Technology be liable for special or consequential or indirect damages (including without limitation loss of profit). This exclusion includes any liability that may arise out of third-part claims against the Buyer. These Limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.
7. INDEMNITY Buyer shall indemnify Welton Technology against, and hold it harmless from any loss, costs liability or expense (including court costs and the reasonable fees of attorneys and other professionals) to the extent that such loss, costs, liability or expense arises out of, or in connection with, in whole or in part, (A) infringements of any patent, trademark, copyright or other intellectual property right related to the products ordered by Buyer, the components of such products or any property of Buyer or (B) any negligence or willful misconduct by Buyer, its employees or agents and subcontractors, including but not limited to any loss of use resulting therefrom; or any violation of any statue, ordinance or regulation.
8. ENTIRE AGREEMENT The terms and conditions set forth herein constitute the entire agreement between Welton Technology and Buyer.
9. APPLICABLE LAW This contract will be governed by the laws of the State of Massachusetts. If any dispute requires
litigation, such disputes will be resolved in the state courts of Massachusetts.