MultiDyne, Inc.

Sale Terms & Conditions

  1. AGREEMENT. The terms and conditions set forth in this Agreement shall constitute the entire agreement between MultiDyne Inc. and the Buyer and supersede all other agreements and understandings, whether written or oral, between the parties with respect to the subject matter hereof.  MultiDyne Inc.’s acceptance of any offer by Buyer is expressly made conditional upon Buyer’s assent to the terms and conditions hereof, and none of the Buyer’s additional or different terms shall apply.  Acceptance of Inc.’s offer to sell is expressly limited to acceptance to the terms and conditions hereof, and no other terms or conditions shall apply unless expressly agreed to by MultiDyne Inc. in writing.

  2. ORDERS. All orders are subject to acceptance by MultiDyne Inc. in its’ sole discretion at its general offices in Hauppauge, New York, U.S.A. even if the order is taken elsewhere by any sales representative or agent of MultiDyne Inc.

  3. CANCELLATION, CHANGES, REDUCTION, SUSPENSION & RETURN OF PRODUCT. After acceptance by MultiDyne Inc., Buyer’s order shall not be subject to cancellation, change, reduction in amount, suspension by Buyer of deliveries or return of product without MultiDyne Inc.’s prior written consent.

  4. PRICE. All prices exclude federal, state and/or local taxes, custom, duties, charges, consular fees, permit and license fees.  Any taxes, fees and/or other expenses that MultiDyne Inc. has the legal obligation to collect or pay will be added to the price or billed separately to Buyer.  Unless MultiDyne Inc.’s written quotation indicates otherwise, prices in quotations are subject to CHANGE WITHOUT NOTICE.  Prices may increase as a result of delays due to changes requested by Buyer or Buyer’s failure to furnish information requested.  MultiDyne Inc. reserves the right to charge at any time a monthly service charge of one and one-half percent (1.5%) or the highest rate of interest allowed by law, whichever is lower, on accounts outstanding more than thirty (30) days from the date MultiDyne Inc.’s invoice, effective as of the thirty-first (31st) day from the date of the invoice.

  5. DOMESTIC PAYMENT TERMS. – Defined as per prior approved payment terms.

  6. EXPORT PAYMENT TERMS. Unless specified otherwise on the face hereof, payment terms for export sales are 100% net cash in United States currency upon at the time of presentation of the purchase order and prior to the commencement of work.

  7. DELIVERY TERMS. Unless otherwise stated on the face of this Agreement, all deliveries shall be F.O.B. MultiDyne Inc.’s factory, Hauppauge, New York and all risk of loss shall pass to the Buyer upon delivery of the goods to the carrier at MultiDyne Inc.’s factory.  All delivery expenses, including transportation, freight, insurance, risk of loss and any other shipping costs, shall be for the account of the Buyer.  Unless otherwise instructed, selection of carrier and routing of all shipments shall be at MultiDyne Inc.’s discretion.  All boxing and packaging charges for export sales shall be added to the price.  When special packaging is specified for domestic or export sales involving greater expense than that customarily supplied, a charge may be made to cover such extra expense.  Shipment dates are approximate and are subject to receipt of all necessary Buyer information and where applicable pre-payment.

  8. FORCE MAJEURE. MultiDyne Inc. shall not be liable for any delays in the delivery of orders, due in whole or in part, directly or indirectly, to fire, act of God, strike, shortage of raw materials, supplies, components, fuel, labor, retooling, upgrading of technology, delays of carriers, embargo, government order or directive, or any circumstance beyond MultiDyne Inc.’s control.  Buyer agrees that MultiDyne Inc. shall not be liable for any direct, indirect, consequential, or special damages that may result from any such delays.

  9. INSPECTION & ACCEPTANCE. Buyer must inspect delivered goods and report claims for defects, damages or shortages in writing within ten (10) days of delivery, or the goods shall be deemed irrevocably accepted and such claims shall be deemed waived.

  10. EXPORT REGULATIONS. Buyer will comply with the provisions of the United States Government’s Export Administration regulations and related documentation requirements and internal control procedures.  This will include the proper notifications that no person in the United States or a foreign country may export or re-export any commodity or technology, directly or indirectly, without prior specific authorization in writing by the United States Office of Export Licensing.  Buyer shall be responsible for obtaining any necessary export or import licenses and permits.

  11. INSTALLMENT. MultiDyne Inc.’s failure to deliver, or nonconformity of, any installment of this Agreement shall not be a breach of the entire Agreement.

  12. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the State of New York, U.S.A.

  13. LIMITATION OF ACTIONS. Any actions or claims by Buyer under this Agreement shall be brought within one (1) year of the date the cause of action accrues.

  14. VALIDITY. If any provision of these Terms and Conditions of Sale is found to be invalid or unenforceable in any respect, the validity and enforceability of the remaining Terms and Conditions of Sale shall not be affected.

  15. CONFIDENTIAL INFORMATION. Buyer agrees that all drawings, manuals, and other information furnished hereunder to Buyer by MultiDyne Inc. is proprietary to MultiDyne Inc. and such information shall be held in confidence and shall not be used or disclosed by Buyer without MultiDyne Inc. prior written consent, except for the fulfillment of this Agreement.

  16. SOFTWARE LICENSE. If computer software is included in or among the products to be transferred hereunder, MultiDyne Inc. hereby grants to Buyer, effective upon sale of the items covered hereunder, a perpetual, non-exclusive, non-transferable license to use such software, provided that such use shall be only for the Buyer’s own business and shall be limited to use on the single machine provided by Inc. Title to and ownership of the software shall at all times remain with MultiDyne Inc. Buyer may copy the software into any machine-readable or printed form only to the extent that it is needed for backup or modification purposes in support of Buyer’s use of the program on the single machine and Buyer may modify and/or merge it into another program only for Buyer’s use on the single machine, provided that Buyer shall reproduce and include any applicable copyright notice on any such copy, modification or portion merged into another program.  Buyer shall not (i) permit any parent, subsidiary, affiliated entity or third party to use the software, (ii) sublicense, assign or transfer the license or the software, (iii) process or permit to be processed the data of any other party through use of the software, (iv) use the software in the operation of a service bureau, (v) allow access to the software through more than one terminal or machine, except where expressly provided as part of the basic system design, (vi) use, copy, modify, or transfer the software program, or any copy, modification or merged portion, in whole or in part, except as expressly provided for in this Agreement. If Buyer transfers possession of any copy, modification or merged portion of the software program to another party, or in any other way violates the terms of this Section, Buyer’s license shall be automatically terminated.

  17. LIMITED WARRANTY AND REMEDIES. Subject to the terms of Section 18 below, MultiDyne Inc. warrants to the original purchaser the products hereunder to be free from defects in material and workmanship upon delivery.  If such products are not as warranted and Buyer notifies MultiDyne Inc. during the warranty period applicable to the products sold hereunder, MultiDyne Inc. will, at its option, repair, replace or refund the purchase price of any products that prove defective within the warranty period.  The warranty period shall be three (3) years, on most products, except as noted in section 18 below, from the date of shipment of the product or such different period specified on the MultiDyne Inc. quotation or sales order applicable to such product.  REPAIR OR REPLACEMENT OF THESE PRODUCTS OR REFUND OF THE PURCHASE PRICE AS PROVIDED UNDER THIS WARRANTY, IS THE BUYER’S EXCLUSIVE REMEDY.  This exclusive remedy will not be deemed to have failed of its essential purpose as long as MultiDyne Inc. is willing and able to repair or replace any defective product, or refund the purchase price, in the prescribed manner.  THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, INFRINGEMENT AND FITNESS FOR A PARTICULAR USE.  MultiDyne Inc. makes no other warranties of any kind and any repair or attempt to repair goods by anyone other than an authorized representative of MultiDyne Inc. automatically voids any warranty on those goods.  Warranty is also void if goods are misused or abused.  Any oral or written statement concerning goods inconsistent with the warranty contained herein shall be of no force or effect.
  18. LIMITATIONS ON WARRANTY. Products that are purchased from other equipment manufacturers and sold by MultiDyne Inc. as part of a system will bear only the original manufacturer’s warranty.  The above warranty shall not apply to fuses, lamps, or other items that are expendable by nature, unless otherwise provided.  Unless otherwise agreed in writing by an authorized representative of M MultiDyne Inc. MultiDyne Inc.’s headquarters in Hauppauge, New York, the products sold hereunder are not intended for use in connection with any nuclear facility or activity.  If so used, in the event any damage, injury or contamination occurs, MultiDyne Inc. disclaims any responsibility of every kind and the user of the products shall indemnify MultiDyne Inc. and hold MultiDyne Inc. harmless from any and all liability for any such damage or contamination whatsoever arising out of any such use, including liability in tort or strict liability. Under no circumstances shall MultiDyne Inc. be liable for any indirect, consequential, collateral, special or incidental damages (including, without limitation, loss of profits or goodwill) whether such claim is based on contract, negligence, strict tort, warranty or any other basis.  Goods may be returned only with prior written approval from MultiDyne Inc.  Any goods returned will be returned at Buyer’s expense and no allowance for, nor replacement of, defective goods covered by warranty will be made unless the alleged defects are established to the satisfaction of MultiDyne Inc. after it tests and inspects the product.  If any such defect is so established, MultiDyne Inc. will either replace or repair the product involved or, with prior written consent, refund the purchase price to Buyer.  MultiDyne Inc.’s sole liability shall, in no event, exceed the purchase price of the particular goods with respect to which a claim is made.

  19. MISCELLANEOUS. All clerical errors are subject to correction.  The failure of MultiDyne Inc. to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of such provisions nor the right of MultiDyne Inc. to enforce such provisions in the future.  Buyer may not assign any rights under this Agreement without the consent MultiDyne Inc. MultiDyne Inc. may subcontract the furnishing of any products sold hereunder or any portion thereof.  All disputes arising under this Agreement shall be resolved, if not sooner settled, by a court of competent jurisdiction in the county of Suffolk, state of New York, U.S.A.