All written quotations are valid for thirty (30) days from
date, subject to change with notice and supersede previous quotations
and agreements. Quotations to be binding must specifically state
quantities, even though a lot of one is quoted. All orders originating
hereunder are subject to approval of the company Sales Department.
Shipping date is approximate, based on prompt receipt of all
necessary information with order, also, that necessary materials
will be available to maintain production.
ORDERS AND CONTRACTS
All orders must be confirmed by a written purchase order showing
stipulated quantities per each specification involved with definite
prices and shipping instructions. All orders are entered for
production promptly upon acceptance by MTT CORPORATION and are
neither subject to cancellation nor deferment of delivery without
company Sales Department consent.
MTT CORPORATION shall not be responsible or liable for any
loss, damage, detention, or delay resulting from causes beyond
its control, or caused by fire, strike, civil, or military authority;
preference rating issued by the United States Government, department,
or representative; insurrection or riot; embargoes, car shortages,
wrecks or delays in transportation; inability to obtain necessary
labor, materials, or manufacturing facilities due to such causes,
nor in any event for consequential damage. Orders or contracts
that include penalty or liquidated damage clauses for failure
to meet shipping date are not acceptable except in those specific
cases required by law and approved in writing by MTT CORPORATION.
All shipped products are inspected and tested thoroughly by
MTT CORPORATION. If the Purchaser desires to witness tests on
the products, an additional charge will be made for this service.
A minimum of 15% charge of the net price will be applied on
any cancellation of a formally acknowledged order. The cancellation
charge will also include all claims and expenses for work already
done and commitments made by MTT CORPORATION.
TERM OF PAYMENTS
Unless otherwise agreed, MTT CORPORATION requires payment of
25% of the quoted price at the time of placing the order. Another
25% of the quoted price is due by the time of shipping the products.
The outstanding balance of 50% is payable within 30 days from
the date of MTT CORPORATION invoice date of shipment. Payments
are in U.S. dollars only. Balances outstanding for longer than
30 days shall accrue interest at the rate of 1.5% per month
or 18% per annum or as prescribed by New Jersey law. Balances
not paid within 30 days plus interest shall be charged to credit
card provided by purchaser. Use of the credit card option shall
be at the sole discretion of MTT CORPORATION. Unless otherwise
agreed, the invoice amount is due for payment immediately after
receipt of the invoice. Payment shall always be applied to the
earliest, still-open invoices. Any bank charges incurred are
the Purchaser's responsibility. In the event of the Purchaser's
cessation of payment or bankruptcy, the claim to the purchase
price shall be immediately due for payment. Counter-claim may
only be offset from our invoices if such counter-claims have
been allowed by MTT CORPORATION.
In the event a check is returned by a customer's bank as not
collectible, there shall be a charge of $25.00 in addition to
any other charges that may be included. All legal, court costs,
and service charges incurred in collecting payment will be an
expense of and charged to the purchaser.
The amount of any present or future taxes, either Federal or
State applicable, to the products sold hereunder shall be added
to the price contained herein and paid by the purchaser.
PLACE OF ACCEPTANCE
Orders are valid only when accepted by MTT CORPORATION with
written acknowledgment from its offices in Robbinsville, New
Jersey. The contract shall be interpreted according to the laws
of the State of New Jersey. If an Attorney or collection agency
is retained to recover any sums, the Purchaser hereby agrees
to pay any and all reasonable fees and costs charged by said
Attorney or collection agency, whether or not a lawsuit is filed.
The purchaser agrees that the only jurisdiction for any legal
action shall be Robbinsville, New Jersey, U.S.A.
MTT CORPORATION guarantees that each product manufactured and
sold directly or through authorized agents to be free from defects
in material and workmanship and, is capable of operating or
delivering its rated output as shown on the name plate; if properly
installed, cared for and operated under normal conditions, its
performance is guaranteed for a period of one year from date
of original shipment.
MTT CORPORATION's obligation under this guarantee is limited
to servicing, repairing or replacement the product or any defective
parts within one year of delivery to the original purchaser
without charge. Transportation charges are to be prepaid by
the purchaser, provided the Purchaser gives written notice of
all such defects within said period. If the failure has been
caused by misuse, operation in excess of specifications or modifications
by purchaser, repairs shall be billed at cost; in such cases,
a cost estimate shall be submitted before the work is started.
MTT CORPORATION assumes no liability for expense or repairs
made outside, MTT CORPORATION plant except by written consent.
This guarantee is in lieu of all other guaranties, express
or implied, and constitutes fulfillment of all MTT CORPORATION
liabilities to the Purchaser. MTT CORPORATION does not guarantee
that the products can be used for any particular purpose other
than those covered by the applications' specifications. MTT
CORPORATION assumes no liability, in any event, for consequential
damages, for anticipated or lost profits, incidental damages
or loss of time or other losses incurred by the Purchaser or
any third party in connection with products covered by this
guarantee or otherwise.
MTT CORPORATION is a custom designer and manufacturer. Therefore,
if MTT CORPORATION accepts the return of products there will
be a twenty percent (20%) restocking charge. MTT CORPORATION
shall not be responsible for any product returned without MTT
CORPORATION's prior written consent, which will be given or
withheld at MTT CORPORATION's sole discretion. All returned
products must be shipped freight prepaid. If repair work of
any nature is required at the time the product is received and
inspected at the company's factory, there will be an additional
charge for the repair work.
RESERVATION OF TITLE
MTT CORPORATION reserves the right of ownership for the shipped
goods until full payment is received as per the sales contract.
MTT CORPORATION has the right to retrieve the delivered goods
if the Purchaser does not honor the terms of the sales contract.
The return of the shipped products shall not be deemed as cancellation
of the sales contract unless expressed in writing by an authorized
MTT CORPORATION employee.
The Purchaser is obliged to handle the delivered goods with
care as long as it is owned by MTT CORPORATION. The purchaser
shall notify MTT CORPORATION in writing without any delay if
any delivered products not fully owned by the purchaser are
interfered with by a third party. Where third parties have seized
the products or where seizure by third parties is imminent,
the Purchaser shall notify MTT CORPORATION of this in writing
without any delay and accompany this notification with all documents,
which may be necessary for intervention by MTT CORPORATION.
The costs of any intervention, including the costs of any legal
proceedings, shall, as between the Purchaser and MTT CORPORATION,
be borne by the Purchaser.
If the third party is unable or refuse to reimburse MTT CORPORATION
of the court and out-of-court costs of a lawsuit according to
MTT CORPORATION sales policy, the Purchaser shall be liable
for all the expenses or losses incurred by MTT CORPORATION.
The Purchaser is entitled to resell the products in the normal
course of business. The Purchaser hereby assigns to MTT CORPORATION
the receivables of the buyer from the resale of the products
amounting to the total invoice amount agreed with MTT CORPORATION,
including any additional costs and taxes. This assignment shall
apply irrespective of whether the product delivered was resold
without or after processing. The Purchaser shall remain authorized
to collect the account receivable even after the assignment.
MTT CORPORATION's authority to collect the account receivable
shall remain unaffected thereby. However, MTT CORPORATION shall
not collect the account receivable as long as the Purchaser
meets his/her or its payment obligations from proceeds received,
is not in arrears with his/her or its payments and particularly
if a petition in insolvency has not been filed or there has
not been a cessation in payments.
If the goods delivered are processed with other products not
belonging to MTT CORPORATION. MTT CORPORATION shall acquire
the co-ownership of the new product in proportion of the total
product value of the delivered item to the other processed objects
at the time of processing. The same applies in the event of
a mixture of the products. If the mixture is affected so that
the object of the Purchaser must be deemed the main object,
it is hereby agreed that the Purchaser assigns to MTT CORPORATION
proportionate co-ownership and holds the sole ownership or co-ownership
created in such a manner in safe custody on MTT CORPORATION's
MTT CORPORATION undertakes to release the collateral due to
it at the request of the Purchaser. If the value of the securities
granted to MTT CORPORATION exceeds the claims they secure by
a total of more than 20%, then, at the written request of the
Purchaser, MTT CORPORATION shall release securities up to the
value of the excess amount, provided that MTT CORPORATION shall
have the choice as to which securities MTT CORPORATION releases.
The parties in a contract must treat all disclosed, commercial
and technical details, and all knowledge gained during their
business relations, as trade secrets according to MTT CORPORATION's
"NON-DISCLOSURE, NON-COMPETITION AND NON-CIRCUMVENTION CONFIDENTIAL
AGREEMENT," which is incorporated hereto and a part hereof by
reference. In accordance with the NON-DISCLOSURE AGREEMENT,
drawings, models, stencils, samples and similar objects may
not be lent to unauthorized third parties nor made accessible
to others in any manner. The reproduction of such objects is
only permitted for the purpose of company requirements (installation,
repair, etc.) and according to U.S. copyright laws. The Purchaser
may only advertise the business relations with MTT CORPORATION
after obtaining a prior written approval from an authorized
MTT CORPORATION employee.
Prices include standard packing for domestic shipment freight
on board; the Purchaser will pay additional packing for overseas
shipment or for other purposes incurred at the Purchaser's request.
No allowances are made if the Purchaser accepts unpacked products
at the Company's factory.
All products are quoted freight on board. All orders are shipped
surface freight, and the charge will be added to the invoice,
unless otherwise instructed. Location permitting, small shipments
are made by United Parcel Service (UPS); larger shipments, by
insured motor to first destination within the Continental United
States. Shipments can be made by air upon request. If products
are received in damaged condition, it is the Purchaser's responsibility
to conduct the carrier and file a claim for damage. MTT CORPORATION
will gladly render any assistance to pursue the Purchaser's
claim against the transportation company. Products must be inspected
for concealed damage within one week of receipt. Scheduled orders
are welcome, provided that scheduling does not exceed 12 months
from order date. Scheduling changes require a minimum of thirty
(30) days' notice.
COMPANY INFORMATION AND AGREEMENT
This agreement is between MAGNETIC & TRANSFORMER TECHNOLOGIES
CORPORATION, whose address is at
7 TANAGER LANE * ROBBINSVILLE, N. J. 08691 * USA, and
Controller Name ....................................................................
By my/our signature below, I/we hereby state that I/we have
read, understood, and agreed to each and every paragraph of
this agreement, that I am/we are authorized to execute this
agreement on behalf of the Purchaser, and that I/we have completely
and truthfully answered each question above.