AMT TERMS AND CONDITIONS
GENERAL: BY AGREEING TO PURCHASE PRODUCT, BUYER EXPRESSLY ACCEPTS THE TERMS SET FORTH HEREIN
Acceptance of a customer Purchase Order by any means of acknowledgement or shipment of any goods or performance of work or services ordered hereunder constitutes acceptance by Advanced Mechanical Technologies, Inc. (hereinafter referred to as "AMT") and you, the Buyer, of the terms and conditions contained herein. No terms stated by Buyer in accepting, confirming, or acknowledging this order shall be binding upon AMT if inconsistent with or in addition to the terms stated herein unless accepted in writing by AMT. If, however, a written contract is already in existence between Buyer and AMT covering the purchase of the goods, work, or services covered hereby, the terms of such contract shall prevail to the extent that it is inconsistent with these terms.
PRODUCT PURCHASE AND PRICES
The products and prices are those stated in your Purchase Order (the "Products") from Seller at the prices indicated therein.
Products will be shipped F.O.B. destination with freight prepaid by Buyer. AMT may include a freight and handling charge on invoices. If Buyer requests special shipment and/or air shipment, AMT will prepay the additional charges and add them to the Buyer's invoice for the products shipped. Risk of loss will pass to the Buyer when the Products have been delivered by AMT to a common carrier for delivery to Buyer.
1) By credit card at time of order or
2) With prior credit approval, net 30 days from the date of invoice.
Neither party shall be liable to the other party in respect of any delay or failure to perform that results from any event or cause that is beyond the reasonable control of the party obligated to perform.
AMT agrees to accept the return of any such Product for full or partial credit, provided that the Product is returned to AMT within 90 days from the date the Product was received, and the Product is found to be out of tolerance or has obvious workmanship or handling defects. The Product must be returned to AMT in its original packaging, or similar and undamaged, except for Products that are received by Buyer in a damaged or nonconforming condition, in which case the Products shall be returned in the condition they were in when received by the Buyer. Contact AMT management for specific instructions and information regarding special shipping or delivery circumstances, discounted refunds or re-stocking fees.
This Agreement will be effective on the date Buyer orders Product (the "Effective Date") and will continue until such Product has been delivered to Buyer, (the "Term"), however, the terms contained herein will govern any dispute related to the sale or use of such Products.
Projects requiring AMT design resources have a workmanship warranty limited to 2 years from the time that the project is invoiced, unless otherwise specified in AMT Project Estimates or Service Contracts. Machined parts and assembled devices have a warranty for manufacturing defects for a period of 1 year after the date of manufacture.
EXCEPT AS IS EXPRESSLY SET FORTH IN THE PRECEDING PARAGRAPH AND AS SET FORTH ABOVE, SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WHETHER AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER. THE REMEDIES SET FORTH IN THIS WARRANTY ARE THE EXCLUSIVE REMEDIES AVAILABLE TO BUYER FOR BREACH OF WARRANTY.
LIMITATION OF LIABILITY
In no event shall either party be liable to the other party for special, incidental, consequential, or indirect damages in connection with this Agreement or performance hereunder.
AMT and Buyer agree that this Agreement represents and/or contains confidential information that shall not be disclosed to any third party or otherwise made public, without prior written authorization of the other party, except where such disclosure is required by law.
COMPLIANCE WITH LAWS
Each party shall comply with its obligations under federal, state or other applicable laws or regulations with respect to the performance of this contract.
TREATMENT OF DISCOUNTS
The parties acknowledge that it is their intent to establish a business relationship in which rebates, discounts, payments and credits provided to Buyer comply with the exceptions to the Medicare and Medicaid Anti-Kickback statute set forth at 42 U.S.C. § 1320a-7b(b)(3) and the "Safe Harbor" regulations regarding discounts set forth in 42 C.F.R. § 1001.952(h); and the parties believe that the relationship contemplated by this Agreement is in compliance with those requirements. As to such discounts and rebates, the Buyer agrees to report the discounts and rebates to its state or federal payors in accordance with the requirements of the Medicare/Medicaid Anti-Kickback Statute and Regulations and any applicable state or federal laws or regulations.
PRODUCT TRAINING AND SUPPORT
Seller, at its expense, may provide Buyer training on the safe and effective use of the Products purchased under this Agreement. Additionally, Seller, as a responsible manufacturer makes available instruction, education and training on the safe and effective use of its products and appropriate reimbursement information to health care providers, including those who may not use the product but recommend it. To accommodate training schedules, timing, location of attendees and the availability of adequate training facilities, Seller may need to cover travel expenses for attendees such as airfare, lodging, meals and transportation in connection with training. To the extent possible Seller will make payment directly to vendors, but in some cases reimbursement may be provided directly to attendees.
Waiver. No waiver by any party of any breach on the part of the other party will be a waiver of any subsequent breach.
Access to Records. During the term of this agreement, plus 4 years after the term, both parties will comply with all applicable requirements of 42 CFR Section 420.302, including without limitation: (i) retaining required documents, and (ii) giving the US Comptroller General, HHS, and their duly authorized representatives access to its contract, books, documents, and records related to the sale under this agreement and those of any organizations related to the parties.
Assignment. Seller may assign this Agreement to an affiliate upon written notice to Buyer. Subject to the precedent, neither party may assign this Agreement to a third party without the prior written consent of the other party, which shall not be unreasonably withheld.
Independent Contractor Status of Parties. Each party is an independent contractor and not the agent, partner, or employee of the other party.
No Third Party Rights. Nothing in this Agreement shall be construed as creating or giving rise to any rights in third parties or persons other than the named parties to this Agreement.
Governing Law, Construction and Venue. This Agreement shall be governed by and construed under the laws of the State of Minnesota without regard for principles of choice of law. Any claims, demands, or actions asserted against Buyer shall be brought in the federal courts of the State of Minnesota.
Notice. Notices required or permitted under this Agreement shall be made to the contact person at the address identified in the customer's profile. Notices may be provided by email, fax, or U.S. Postal Service and will be deemed received two (2) days after mailing if by U.S. mail or on the day sent if by fax or email.
Authority. The parties represent that they have the authority to enter into this agreement. The parties further represent that the terms of this agreement are not inconsistent with any other contractual obligations, express or implied, that they may have.
SUPPLIER TERMS AND CONDITIONS
- MARK PACKAGES with purchase order number, AMT part number, contents, and quantity. Order Number must appear on all Invoices, Packing Lists, Assay Reports and Correspondence.
- SHIPPING INSTRUCTIONS: Shipments to be made as noted on order. Provide Packing Slip for each shipment and mark container contents on each container of multiple units. When no routing is specified, shipper must ship by most direct route and over routes taking through rates.
- OVER/UNDER SHIPMENTS: AMT accepts 2% under shipments and 10% over shipments; any quantities outside these limits must be approved prior to shipment. If approval not obtained shipment will be returned at Seller’s expense.
- DEFECTIVE MATERIAL: We reserve the right to cancel if orders are not filled as specified. Defective goods will be returned at your expense. No defective goods to be replaced without our approval.
- PRICES: Do not fill order in excess of prices indicated on order or previously billed without obtaining our approval. If prices are not shown on order, insert on acknowledgement when returning.
- INVOICES: A separate invoice for each order. Show order number on all copies. Invoices to be retained if not rendered per instructions and the discount figured from date corrected invoices are received. Terms are discounted from receiving date unless otherwise specified.
- Warranty: The Seller expressly warrants and agrees that there has been no violation of any trademark rights, patent rights, copyright, or of any law, rule or regulation of the Federal Government or of any state or any of their respective agencies of political subdivisions, in the manufacture, production, sale and/or shipment of the goods hereunder; and the Seller will indemnify and hold Purchaser harmless from any and all costs, damages or expenses (including counsel fees and fees of expert witnesses) which may be incurred by the Purchaser by reason of any claim or suit arising out of the infringement of any trademark, patent right, or copyright and /or by reason of any claim or suit for damages brought against the Purchaser, based upon injuries or damages resulting or claimed to have resulted from any alleged infringement or defect in such goods or ingredients or parts thereof.
- CANCELLATION FOR SELLER’S DEFAULT: Should the Seller fail (a) to effect delivery on or before the specified delivery date(s) (b) to deliver goods in all respect conforming with the requirements (c) in the due performance of each and all of these terms and conditions of the order, the Purchaser may cancel this order in whole or in part. Without prejudice to the foregoing, the Seller agrees to report promptly to the Purchaser, any act of specified delays in shipment of the goods covered by the order.
- SPECIFICATIONS, DRAWINGS, ETC.: All specifications, drawings, plans, designs, samples, or other description referred to in the order shall be deemed an integral part of the order as fully as if set out in full herein, and Seller warrants that all deliveries hereunder shall conform thereto, each delivery being subject to the inspection and approval of the Purchaser, whether or not any prior payment shall have been made thereon by the Purchaser.
- CHANGE NOTIFICATION: The Seller agrees to notify the Purchaser of changes in the product or service provided to the Purchaser so that the Purchaser can determine if the changes may affect the quality of the end product. No specifications, drawings, plans, designs, samples or other description provided by the Purchaser may be changes by the Seller without prior approval of the Purchaser.
- PACKING: The Purchase will allow no charges for boxing, packaging or crating unless by written agreement.
- LIABILITY FOR DAMAGES: Whenever Seller shall, by virtue hereof, have property of the Purchaser in their possession, the Seller shall be deemed an insurer thereof and shall be responsible for its safe return to the Purchaser.
- PERFORMANCE: The Purchaser reserves the right to monitor and report on the performance of the Seller and use this information when make decision concerning the Seller. The performance criteria are Quality, Pricing, Customer Service, and Delivery.