ENTIRE AGREEMENT. The Terms and Conditions set forth below constitute the entire understanding and agreement between The Johnson Gage Company (Johnson) and Customer with respect to their subject matter. No modification, extension or release from any of these Terms and Conditions shall be effected by acknowledgment, acceptance of purchase order forms or otherwise, unless the same shall be in writing, signed by the party granting the same and specifically described as a modification or extension of, or release from, these Terms and Conditions.
PAYMENT TERMS. Net Total due - 30 days from FOB ship date. Thereafter, plus 1-1/2% per month until paid. All payments shall be made in legal tender of the United States of America. Modified payment terms may apply if Johnson's discretion if separately agreed by Johnson in writing at the time of acceptance of Customer's purchase order. In the event of a purchase order or purchase contract cancellation, Customer shall be responsible for any portion of the original amount remaining due plus applicable interest and including all collection costs.
CANCELLATION BY CUSTOMER. An order may be cancelled, in whole or in part, by the Customer only if the Customer submits to Johnson a written notice of its desire to cancel with the reasons therefor and Johnson accepts such cancellation in writing (including by electronic mail). In the event the Customer cancels an order, or any part thereof, the Customer shall pay a cancellation charge based upon all material, labor and service costs incurred by Johnson through the date upon which Johnson receives written notice of such cancellation. Notwithstanding the foregoing, the minimum cancellation charge shall be 25% of the total amount of the purchase order.
FREIGHT TERMS. All orders are shipped F.O.B., place of shipment (factory, Bloomfield, CT, unless otherwise specified). All shipping charges are destination collect. Customer must advise method of shipment, carrier and account number in addition to providing either all export documentation or will advise Johnson Gage of specific documentation necessary for export. Insurance, duties, and taxes related to the shipment of the order are the responsibility of the Customer. Title to the products sold hereunder shall pass to Customer only upon receipt by Johnson of payment in full from Customer. Risk of Loss passes to Customer upon delivery to the carrier at the F.O.B. point of shipment.
LIMITED WARRANTY. Johnson warrants to the original Customer only that products manufactured by Johnson are free from defects in material and workmanship. The duration of this warranty shall be 30 days from the date of shipment of the products, and in no event shall Johnson be liable for any claim made by Customer after 30 days from the date of the shipment of the order. Johnson shall correct by repair or replacement, at Johnson's option, any defect in the material or workmanship of the products. This warranty shall not apply to any products which shall have been repaired or altered outside of Johnson's facilities or to any products which are defective because of accident, negligence, abuse or misuse. Johnson shall not be responsible for the installation, use or operation of any products sold hereunder. Johnson utilizes components in its products manufactured by other manufacturers.
JOHNSON DOES NOT WARRANT ANY PARTS OF ITS PRODUCTS NOT MANUFACTURED BY JOHNSON.
THIS WARRANTY SHALL BE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND JOHNSON EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THESE REMEDIES ARE THE CUSTOMER'S EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY.
All products, including those produced to meet exact specifications, shall be subject to tolerance and other measurement uncertainty variations consistent with usual trade practices regarding dimensions, composition, mechanical properties and surface and internal conditions, and shall also be subject to deviations from tolerances and variations consistent with practical testing and inspection methods. Gage R & R requirements may only be item specific and require written approval by Johnson at time of order. Customer is advised before use to calibrate, assemble, and set for acceptance all equipment furnished by Johnson.
LIMITATION OF LIABILITY. IN NO EVENT SHALL JOHNSON BE LIABLE FOR (a) DIRECT DAMAGES IN EXCESS OF THE PORTION ACTUALLY PAID TO JOHNSON OF THE ORIGINAL PURCHASE PRICE OF THE PRODUCTS CLAIMED TO BE DEFECTIVE, OR (b) ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING OUT OF BREACH OF WARRANTY, DELAY IN SHIPMENT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF WHETHER JOHNSON HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME. Johnson reserves the right to make production or material improvements or changes at any time without incurring any obligation to make similar changes in products or services previously supplied to the Customer.
REMEDIES. If Customer breaches these Terms and Conditions Johnson has the right to demand immediate payment of unpaid installments, to repossess the goods and products, to render the goods and products useless, to suspend its performance, or to exercise or enforce any one or more of Johnson’s rights, one remedy at a time or all at one time, Customer hereby consenting to the entry by Johnson or Johnson’s agents onto Customer’s premises to effect any of the foregoing remedies. These remedies shall include, but not be limited to, remedies afforded a secured party under the Uniform Commercial Code, remedies pursuant to these Terms and Conditions, and any other remedies available to Johnson at law or in equity. The exercise of one or more remedies by Johnson shall not stop or prevent Johnson from exercising other remedies which may be available to Johnson. Any decision by Johnson to extend the time for payment of an installment, excuse a late charge, or grant any other indulgence or relief to Customer shall not be deemed to be a waiver by Johnson to pursue its remedies in the event of a continuing or subsequent default.
SECURITY INTEREST. Customer grants to Johnson and to its successors a security interest in and to the goods and products. The security interest hereby created shall secure the payment of the purchase price of the goods, products and services provided by Johnson in accordance with these Terms and Conditions, together with all costs and expenses, including court costs and attorney’s fees incurred or expended in recovering, holding, preparing for sale, selling or otherwise disposing of the goods and products, in collecting the indebtedness secured hereby and in enforcing the security interest created hereby. Customer agrees to execute, upon request, financing statements deemed necessary or desirable by Johnson to perfect its security interest in the goods and products, and consents to Johnson filing any of the same in Customer’s name in any relevant jurisdiction without need for execution by Customer.
FORCE MAJEURE. Neither party shall be liable for its failure to perform hereunder if such failure is due to act of God, war, terrorism, fire, strike, civil unrest, embargoes, differences with workmen, accident, equipment breakdown, governmental acts or requirements, inability to obtain containers, materials or transportation, or other causes, either similar or dissimilar to the foregoing, beyond the party’s reasonable control; provided, however, Customer shall accept and pay for any shipments made or, in the case of products manufactured specially for Customer, products manufactured or in the process of manufacture before receipt by Johnson of written notice from Customer that the latter cannot accept shipments due to any such cause.
CANCELLATION BY JOHNSON. Johnson shall have the right to terminate any order, or any part thereof, for any or no reason at any time.
APPLICABLE LAW, FORUM. These Terms and Conditions are governed by and shall be construed in accordance with the law of the State of Connecticut without regard to the conflicts of laws principles thereof. Customer and Johnson irrevocably submit to the jurisdiction of the Connecticut Superior Court for the Judicial District of Hartford and to the jurisdiction of the United States District Court for the District of Connecticut, over any suit, action or proceeding arising out of an order or otherwise relating to these Terms and Conditions. Customer and Johnson irrevocably waive, to the fullest extent permitted by law, any objection which either may have to the laying of venue of any such suit, action or proceeding brought in any such courts, and any claim that such suit, action or proceeding brought in such courts has been brought in an inconvenient forum.
DEFENSES OF CUSTOMER AS TO ASSIGNEE. All rights of Johnson in, to and under these Terms and Conditions or in any quotation, acknowledgment or invoice shall pass to and may be exercised by any assignee thereof. Customer agrees that, in the event of an assignment of these Terms and Conditions or any quotation, acknowledgment or invoice and notice of such assignment to Customer, the liability of Customer to an assignee of the Terms and Conditions or any quotation, acknowledgment or quotation or acknowledgment shall be immediate and absolute and not affected by any claim against Johnson as a defense, counterclaim or setoff to any action for the unpaid balance owed under these Terms and Conditions or in any quotation, acknowledgment or invoice or for possession, brought by said assignee.
WAIVER OF PREJUDGMENT REMEDIES. CUSTOMER ACKNOWLEDGES THAT THE ATTACHED INVOICE AND THESE TERMS AND CONDITIONS ARE PART OF A COMMERCIAL TRANSACTION WITHIN THE MEANING OF CHAPTER 903a OF THE CONNECTICUT GENERAL STATUTES. CUSTOMER HEREBY WAIVES CUSTOMER’S RIGHT TO NOTICE AND PRIOR COURT HEARING OR COURT ORDER UNDER CONNECTICUT GENERAL STATUTES SECTIONS 52-278a ET. SEQ. AS AMENDED OR UNDER ANY OTHER STATE, FEDERAL OR FOREIGN LAW WITH RESPECT TO ANY AND ALL PREJUDGMENT REMEDIES JOHNSON MAY EMPLOY TO ENFORCE ITS RIGHTS AND REMEDIES HEREUNDER OR WITH RESPECT TO ANY INVOICE. MORE SPECIFICALLY, CUSTOMER ACKNOWLEDGES THAT JOHNSON’S ATTORNEY MAY, PURSUANT TO CONNECTICUT GENERAL STATUTES SECTION 52-2781. ISSUE A WRIT FOR A PREJUDGMENT REMEDY WITHOUT SECURING A COURT ORDER. CUSTOMER ACKNOWLEDGES AND RESERVES CUSTOMER’S RIGHT TO NOTICE AND A HEARING SUBSEQUENT TO THE ISSUANCE OF A WRIT FOR PREJUDGMENT REMEDY AS AFORESAID, AND JOHNSON ACKNOWLEDGES CUSTOMER’S RIGHT TO SAID HEARING SUBSEQUENT TO THE ISSUANCE OF SAID WRIT.
BINDING EFFECT. These Terms and Conditions shall be binding upon Customer and any successor or assign of Customer, including without limitation any successor owner of any goods or products sold by Johnson to Customer. No assignment or delegation of any of Customer’s obligations under these Terms and Conditions shall release Customer from liability therefor unless consented to in writing executed by a duly authorized officer of Johnson in Johnson’s sole discretion.
LEGAL COMPLIANCE. All orders, and the provision of all goods, products and services by Johnson, are subject to the requirements of all applicable United States and state laws, statutes, rules and regulations, including without limitation the requirements of ITAR and any other export restrictions to the extent they apply