Terms & Conditions of Sale
These terms and conditions, together with the product order (“Order”) submitted by customer (“Buyer”) and the order confirmation (“Order Confirmation”) issued (or to be issued) by Systems Engineering, Inc. (“Seller”), constitute the entire agreement (“Agreement”) between Buyer and Seller relating to the sale of the product(s) described in the Order Confirmation (collectively, the “Product”). The submission of an Order by Buyer (whether submitted electronically through this website or otherwise) constitutes an offer by Buyer to purchase the Product described in the Order. Seller’s issuance of an Order Confirmation constitutes an acceptance of the offer, at which point a legal contract exists between Seller and Buyer which includes these terms and conditions.
- PRICES. Seller’s price for the Product shall be as stated in the Order Confirmation. The price does not cover storing, installing, starting up or maintaining the Product.
- PAYMENT TERMS. Unless otherwise agreed in writing by Seller, Seller accepts the Order subject to delivery when available, and terms of payment are payment in advance of delivery. If, for any reason, payment is not received by Seller when due, any outstanding amount shall bear interest at the monthly rate of 1.5% (18% per year) or, if less, the highest rate permitted by applicable law, payable on the first day of default and on the first day of every month thereafter until paid in full. Buyer also shall pay to Seller, on demand, all expenses, including reasonable legal fees, incurred by Seller in enforcing any of its rights to payment for the Product purchased by Buyer.
- TAXES. Any tax, excise or governmental charge imposed on the production, sale, use or transportation of, or value added to, any Product which Seller may be required to pay (other than income or gross receipts taxes of Seller) shall be paid by Buyer to Seller in addition to the purchase price. Buyer shall provide Seller, upon request, with completed exemption certificates for any tax from which Buyer claims exemption.
- SHIPMENT AND DELIVERY. All delivery information provided to Buyer, including shipping and delivery dates, represents only the best estimates of Seller. In the event that Seller encounters delays in obtaining equipment, materials and/or services, the shipping schedule will be extended as reasonably necessary to accommodate such delays.
- INSPECTION AND CLAIMS. Buyer shall inspect and test the Product delivered hereunder for damage or defect upon receipt and before use or incorporation into any assembly or other process, and shall notify Seller of any damage or defect within ten (10) days of receipt. Buyer assumes all risks for use of any non-conforming Product. All claims relating to the Product, whether based in contract, negligence or other tort, strict liability, breach of warranty or otherwise, shall be deemed waived unconditionally and absolutely unless Seller receives written notice of such claim not later than thirty (30) days after delivery of the Product that is the subject of such claim.
- SUCCESSORS AND ASSIGNS. BUYER and SELLER, respectively, bind themselves, their partners, successors, assigns, and legal representatives to the covenants of this Agreement. Neither BUYER nor SELLER will assign, sublet or transfer any interest in this Agreement without the written consent of the other.
- CHANGES. The parties agree that no change or modification to this Agreement, or any attachments hereto, shall have any force or effect unless the change is reduced to writing, dated, and made part of this Agreement. Adjustments in the period of services and in compensation shall be in accordance with applicable paragraphs and sections of this Agreement.
- CONTROLLING AGREEMENT. These Terms and Conditions shall take precedence over any inconsistent or contradictory provisions contained in any proposal, contract, purchase order, requisition, notice-to proceed, or like document.
- FORCE MAJEURE. Seller shall not be liable for its failure to perform its obligations under any Order, and Seller shall be excused from any delay in performance, due to acts of God, war, riot, rebellion, embargoes, acts of civil or military authorities, fires, floods, accidents, quarantine restrictions, facility conditions, strikes, lockouts, differences with workers, delays in transportation, equipment failure, shortages of cars, fuel, or labor, or any other circumstance or cause beyond the reasonable control of Seller, whether or not of the kind specifically enumerated herein. In addition, Seller will be so excused in the event that it is unable to acquire from its usual sources, on terms it deems to be reasonable, any parts or materials necessary for manufacturing any Products ordered by Buyer hereunder. In the event of any of the aforementioned circumstances, Seller’s time of completion shall be appropriately extended.
- LIMITED WARRANTY/SELLER LIABILITY.
- The warranties described in this paragraph are in lieu of all other warranties. Seller warrants that the Product sold by Seller to Buyer shall, when delivered, conform to the configuration selected by Buyer in the Order and confirmed by Seller in the Order Confirmation. SELLER EXPRESSLY LIMITS ITS WARRANTY TO THE TERMS SET FORTH IN THE PRECEDING SENTENCE, AND HEREBY EXCLUDES ALL OTHER WARRANTIES EXPRESS OR IMPLIED (EXCEPT THE IMPLIED WARRANTY OF TITLE), IN PARTICULAR EXCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE (WHETHER OR NOT THAT PURPOSE IS KNOWN TO SELLER), NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. SELLER LIKEWISE LIMITS THE REMEDIES AVAILABLE TO BUYER TO REPAIR OR REPLACEMENT OF ANY DEFECTIVE PRODUCT OR REFUND OF THE PURCHASE PRICE PAID THEREFOR, AS SELLER ELECTS. IN NO EVENT SHALL SELLER’S LIABILITY FOR ANY PRODUCT CLAIM EXCEED THE LESSER OF THE SUM OF $10,000 OR THE COST OF THE PRODUCT WHICH IS THE SUBJECT OF THE CLAIM, REGARDLESS OF WHETHER THE CLAIM IS MADE IN CONTRACT (INCLUDING BREACH OF WARRANTY), TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY, OR OTHERWISE, AND REGARDLESS OF WHETHER SELLER KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF OTHER DAMAGES. IN NO EVENT SHALL THIS WARRANTY BE EXPANDED BY ANY ADVICE, EXPERIMENTATION OR OTHER PARTICIPATION WHICH SELLER MAY RENDER IN THE DESIGN DEVELOPMENT OF THE PRODUCT OR ANY PARTS OR COMPONENTS OF THE PRODUCT. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY RECALL EXPENSES, LOSS OF INCOME, LOSS OF PROFITS, OR CONSEQUENTIAL, PUNITIVE, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES WHATSOEVER.
- Any claim under the limited warranty must be made by Buyer to Seller in writing within ninety (90) days following the date of delivery of the Product to Buyer. Any claim made after such ninety (90)-day period shall be barred.
- The limited warranty set forth above shall be null and void, and Seller shall have no liability with respect to the Product, where (i) the Product is not correctly installed, (ii) the Product is altered in any way, or subject to misuse, misapplication or faulty repair, (iii) the Product is improperly stored or maintained, or (iv) the full purchase price for the Product is not paid as and when due.
- In many instances Seller’s products are utilized as components of, or in connection with, products manufactured and/or marketed by third parties (“Third Party Products”). Links to the websites of certain of these third parties may be found embedded on this website. Buyer is responsible for compliance with operating and maintenance instructions, safety information, and other information and data relating to the Third Party Products and the use of the Seller’s Product in connection with the Third Party Products.
- EXPORT/IMPORT. Buyer agrees to comply with all applicable import and export control laws, regulations, orders and requirements, including, without limitation, those of the United States and the jurisdictions in which the Seller and Buyer are established or from which the Product may be supplied.
- GOVERNING LAW AND VENUE. All Orders will be governed by, and construed in accordance with, the laws of the State of Mississippi, and the parties hereto agree and consent to the exclusive jurisdiction of the state courts located in Madison County, Mississippi or the Federal District Court for the Southern District of Mississippi for resolution of any dispute, claim or controversy relating to the Product or the sale of the Product to Buyer