SMI Inc.
General Terms of Sales

The Following are the terms of any contract of sale between the Buyer and Seller and shall prevail over any inconsistent terms in a Buyer’s order unless Seller expressly consents in writing to said terms.

1.        PRICES AND TERMS OF PAYMENT

a.        Prices are subject to change without notice and orders calling for future delivery will be billed according to the price in effect at the time of delivery, unless otherwise noted in writing on the proposal.  Written quotations are subject to confirmation at the time of order placement.

b.        Minimum order charge is $50.00 USD for any single order.

c.        The acceptance of orders is subject to the satisfactory credit check of Buyer.  Unless otherwise specifically agreed upon in writing, our terms are net 30 days from date of invoice (shipping date).  C.O.D. for new accounts.  All payments are to be made in United States funds at par.  Delays in transportation shall not extend payment terms as title passes at the F.O.B. shipping point.

d.        Unless otherwise indicated, no sale, use, revenue, retailers, occupation, service occupation, service use, or other similar taxes applicable are paid or payable, or assessed in connection with any order, and which are not specifically stated as being included in the purchase price, shall be paid by the Buyer to us; if authorized by law, by the Buyer directly to the taxing authority.

e.        Seller reserves the right to charge interest at the rate of 1 ½ % per month for overdue accounts.

2.        ORDER ACCEPTANCE

a.        The acceptance of our offer must be accompanied by sufficient information to enable us to proceed with our order forthwith; otherwise, we are at the liberty to amend the tender price to cover any increase in cost which has taken place after acceptance.

b.        All descriptive and shipping specifications, drawings and particulars of weights and dimensions submitted are approximately only and the illustrations contained therein or in any catalogue are intended only to give a general idea of our product.  They shall not form any part of the contract. One set of paper certified outline drawings will be supplied free of charge, after the acceptance of our offer.  One electrical and/or mechanical manual will be provided as applicable, free of charge at the time the equipment is shipped.

3.        SHIPMENT

a.        All prices are F.O.B. our facility in Elmira, New York. Method and route of shipment are at our discretion, unless Buyer supplies explicit instructions in writing.

b.        All shipments will be insured from the Buyer and made at Buyer’s risk.

c.        Seller shall not be liable for delays in delivery by reason beyond its control, including, but not limited to, acts of Nature, casualty, civil disturbance, labor disputes, transportation or supply difficulties, interruption at our facility, or any act of government and the delivery period shall be extended for a period equal to the delay.

4.        WARRANTY– LIABILITY

a.        We warrant to our customers that all new products manufactured by us will be free from defects in material and workmanship to our customers for a period of twelve (12) months from the date of shipment and all replacement parts on rebuilt products for a period of six (6) months.  All warranty claims must be submitted to us in writing within ten (10) working days of discovery of defects or the warranty claim shall be deemed waived.  Equipment, assemblies or parts to be repaired or replaced are to be returned freight prepaid to SMI Inc. (exact destination will be advised at time of claim).  As to products or parts thereof which we find to have been defective at the time of shipment, our sole responsibility hereunder shall be to repair said parts, or at our option, to furnish replacements for such defective products or parts without charge, F.O.B. Elmira, New York plant.

b.        This warranty will not apply to any product which has been subject to misuse, misapplication, neglect (including but not limited to improper maintenance and storage), accident, improper installation, modification (including but not limited to the use of unauthorized parts or attachments), adjustment or repair.  All parts subject to normal wear are excluded.  Identifiable items manufactured by others but installed or affixed to our products are not warranted by us but bear only the express warranty, if any, of the manufactures thereof.

c.        In no event shall Seller be liable for consequential or special damages, or for transportation, installation, adjustment, or other expense which may arise in connection with our products or repair thereof.

The foregoing is expressly in lieu of all other warranties, whether expressed or implied, including those of merchantability and fitness of any product for a particular purpose and of any other obligation or liability on our part of any kind or nature whatsoever.

It is expressly understood that our liability for our products whether in contract or in tort, is limited to the repair or replacement of the part thereof.  We will not be liable for any other injury, loss, damage or expense whether direct or consequential, including but not limited to loss of use, income, profit, or production, or increased cost of operation, or spoilage of our damage to material arising in connection with the sale, installation, use of, inability to use, or the repair or replacement of, our products.

5.        CANCELLATION–BEFORE SHIPMENT

a.        Custom Made or Special Order Products: cancellation may not be made without formal notification to Seller, obtaining Seller’s Agreement and acceptance of all out-of-pocket expenses.

b.        Standard Stock Merchandise cancellation may not be made without formal notification to Seller, obtaining Seller’s Agreement and acceptance of a 10% cancellation charge.

6.        RETURN GOODS-CREDIT

a.        Only Applicable on standard stock merchandise after acceptance of a 20% restocking charge, and Seller’s Consent, return freight prepaid.  Merchandise must be in new condition.

7.        PATENTS

a.        Seller shall pay cost and damages finally awarded in any suit against Buyer or its vendees to the extent that such cost or damages are based upon a finding that the design or construction of the product(s) as furnished infringes an United States patent (except infringement occurring as a result or incorporating a design or modification at Buyer’s request) provided that Buyer promptly notifies Seller of any charge of such infringement, and Seller is given the right, at its expense, to settle such a charge and/or defend or control defense of any based upon such a charge.  This paragraph sets forth Seller’s exclusive liability with respect to patents.

8.        CLAIMS

a.        Buyer shall inspect the goods upon arrival.  Any rejections or claims, expect for a damages during transportation, must be made in writing to Seller within seven (7) working days from receipt of goods.  After such notice Seller has the option of inspecting the goods at Buyers or Sellers premises before allowing or disallowing any claims.

b.        Claims for damage during transportation must immediately be filed with delivering carrier as title passes at F.O.B shipping point.  Seller shall not be responsible for any damages incurred during or arising out of transportation.

c.        Seller shall not be responsible or liable for any damage due to improper storage or handling prior to installation or start up.

9.        APPLICABLE LAW

a.        This sale contract shall be governed in all respects in accordance with the laws of the State of New York.

No representative of Seller has authority to waive, alter, vary or add to the terms hereof without prior written approval by an officer from the Seller.