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General Terms and Conditions Related to Using this Web-Site

SPEEDLINEONLINE.COM’s web-site (the “Site”), which is owned and operated by Speedline Technologies, Inc., a Delaware corporation with a principal place of business in Franklin, Massachusetts (together with its affiliated and subsidiary entities, together referred to as the “Company”) is currently provided free of charge to users who agree to abide by the terms and conditions of this Agreement.  The Company reserves the right to change the Terms and Conditions at any time, and to revise same as it sees fit.  Users who violate the Terms and Conditions of this Agreement will have their access to the Site canceled and they may be permanently banned from using the Site and any of its associated interactive services.


Users should visit these Terms and Conditions periodically.  By using the Site after the Company posts changes to the Terms and Conditions, you agree to accept the latest version, regardless of whether you actually reviewed it.


Ordering Products on this Site will constitute your acceptance of these Terms and Conditions.  If you do not agree to abide by them, please do not order Products from this Site.


You are responsible for any and all transactions authorized by the use of your User ID.  It is your responsibility to limit the dissemination of your User ID and respective password to only those individuals that you have authorized to use the Site.





The Company does not discriminate on any basis, including age, race, national origin, gender, sexual orientation, disability, religion, or any other classification protected by law.



“Cookies” are small, encrypted data files (containing references to user ID information supplied by the user that are stored on our secure server) that may write to your hard drive once you have accessed a web-site.  The Company uses cookies to enhance your shopping experience.  Cookies are used to keep track of your shopping cart.  To learn more about how we protect our customer’s information, please review our Privacy Policy.


Patents, Trademarks, Copyrights & Restrictions

This Site, and all materials on the Site, including, but not limited to, images, illustrations, posts, audio clips, video clips (the “Materials”) are the property of Company and its affiliates and licensors and are protected from unauthorized copying and dissemination by copyrights that are owned by or licensed to the Company and by copyright law, trademark law, international conventions and other intellectual property laws.  The Materials may also contain patentable subject matter owned by the Company.  You may not reproduce, perform, create derivative works from, republish, upload, post, transmit or distribute in any way whatsoever any Materials from this Site or any other web-site owned or operated by the Company without the prior written permission of the Company.  However, you may download or make one copy of the Materials and other downloadable items displayed on the Site solely for the purpose of transacting business with the Company, provided that the same are not used for any purpose apart from transacting business with the Company, distributed to third parities or offered for sale to third parties, and further provided that all copyright and other notices contained in the Materials are left intact.  Any modification of the Materials, or any portion thereof, or use of the Materials for any other purpose constitutes an infringement of the Company’s copyrights and other proprietary rights.  Use of these Materials on any other web-site or other networked computer environment is prohibited without prior written permission from the Company.


Nothing contained on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use this Site or any information displayed on this Site, through the use of framing or otherwise, except:  (a) as expressly permitted by these terms and conditions; or (b) with prior written permission of Company or such third party that may own the trademark or copyright of information displayed on this Site.


In addition, the Company does not want you to forward to the Company any information that you deem to be confidential or proprietary.  Accordingly, any information we receive from you will be treated by us as non-confidential.



The Company is not responsible for the content of any web-sites that may be linked to or from this Site.  These links are provided for your convenience only and you access them at your own risk.  Any other web-site accessed from this Site is independent from Company's Site, and Company has no control over the content of that other web-site.  In addition, a link to any other web-site does not imply that Company endorses or accepts any responsibility for the content or use of such other web-site, or any items or products displayed on such web-site.


In no event shall any reference to any third party or third party product or service be construed as an approval or endorsement by Company of that third party or of any product or service provided by a third party.


Disclaimers & Indemnity

By using the Site and/or posting Materials, you agree to indemnify the Company, its officers, directors, employees, successors, agents, distributors, and affiliates for any and all claims, damages, losses, and causes of action (including attorneys’ fees) arising out of or relating to your breach or alleged breach of this agreement (including without limitation, claims made by third parities for infringement of intellectual property rights), or for any content that is provided by you (or through your user I.D. and/or password).  You agree to cooperate as fully as reasonably required in the defense of any claim.  Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.


This Site may contain facts, views, opinions, statements and recommendations of third party individuals and organizations.  None of them or the Company represents or endorses the accuracy, appropriateness or reliability of any advice, opinion, statement or other information displayed, uploaded or distributed through the Site.  You acknowledge that any reliance on any such opinion, advice, statement or information will be at your sole risk.


The materials on this Site are transmitted and distributed “as is” and appear on the Site without express or implied warranties of any kind, including, but not limited to, warranties of title and implied warranties of merchantability or fitness for a particular purpose.  There is no warranty as to the quality, accuracy, completeness and validity of any materials on the Site, and no warranty that the functions contained on the Site will be uninterrupted or error-free, or that defects will be corrected.


Where applicable law does not allow the exclusion of implied warranties, the foregoing exclusions may not apply to you.


Limitation of Liability

Neither the company, nor its officers, directors, employees, agents, successors, subsidiaries, distributors, affiliates or third parties providing information on this Site are responsible or liable for any special, incidental, consequential, punitive or other indirect damages that result from the use of, or the inability to use, this Site or the information contained on this Site, even if Company (or any third party posting information on this Site) has been advised of the possibility of such damages.  In no event shall Company’s total liability (or the total liability of any third party providing information on this Site) to you for all damages, losses, and causes of action resulting from your use of this Site, whether in contract, tort (including, but not limited to, negligence) or otherwise exceed one dollar (U.S. $1.00).  FOR LIMITATIONS RELATING TO PRODUCTS AND SERVICES, PLEASE REFER TO SALES TERMS AND CONDITIONS, BELOW.



The Company may, in its sole discretion, terminate or suspend your access to all or part of the Site, for any reason, including without limitation, breach of this Agreement.  In the event this Agreement is terminated, the restrictions regarding Materials appearing on the Site, and the representations and warranties, indemnities and limitations of liabilities set forth in this Agreement will survive termination.  In event that you are unsatisfied with the Products provided by Company, your sole remedy is to terminate this Agreement.



The Company operates the Site from its offices within the United States.  Company makes no representations that content and Materials on the Site are legal or appropriate for use outside the United States.  If you choose to access the Site from locations outside the United States, you do so at your own risk and are responsible for compliance with any and all local laws.  You may not use the Site in violation of U.S. export laws and regulations.


This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, as it is applied to agreements entered into and performed therein, and excluding (i) United Nations Conventions on Contracts for the International Sale of Goods; (ii) the 1974 Convention on the Limitation Period in the International Sale of Goods; and (iii) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980.  Any action brought to enforce this Agreement or matters related to the Site will be brought in either the State or Federal Courts of the Commonwealth of Massachusetts; provided, however, that notwithstanding anything contained in this Agreement to the contrary, Company shall have the right to institute judicial proceedings in any jurisdiction against you or anyone acting by, through or under you, in order to enforce Company’s rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief.  Any claim or cause of action you have with respect to use of the Site must be commenced within one (1) year after the claim arises.  If any provision of this Agreement is deemed void, unlawful, or otherwise unenforceable for any reason, that provision will be severed from this Agreement and the remaining provisions of this Agreement will remain in force.  This Agreement constitutes the entire agreement between you and the Company concerning your use of the Site, and the Agreement will not be modified, except in writing, signed by both parties.


Comments, Complaints & Questions

We welcome your feedback about the Site.  However, any comments, ideas, notes, messages, suggestions or other communications sent to the Site shall be and remain the exclusive property of Company, and we may use all such communications in any manner, including reproducing, disclosing and publishing such communications, all without compensation to you.


Should you have any questions or complaints regarding violations of this Agreement, please contact us by clicking the Contact Us link on the Bottom Navigation Bar.


Privacy Statement

Speedline Technologies respects our customers’ rights to privacy.  We hold your detailed customer information in confidence.


Privacy & Security

The Company is concerned about privacy and security matters for its customers.  SPEEDLINEONLINE.COM wants all of the information you provide us to be secure and your privacy to be respected.  We protect your shopping experience by:

q       utilizing SSL Encryption technology; and

q       hosting our Site on secure servers behind firewalls.


Below you can find more detailed information about on-line security and privacy, what types of information we collect, and how to contact us.


Is your company and payment information safe?

Yes.  At SPEEDLINEONLINE.COM, whenever you provide any information (e.g., when making a purchase), we encrypt it so that no one else can read it while it is being transmitted over the Internet.  In addition, all information (such as your company and associate names, addresses, and payment information) is safely stored behind a firewall.  A firewall is a set of related programs that protects your information from users from other networks.  We store this type of information so that you do not have to enter it each time you make a purchase or log in.


What types of information do we collect?

We collect the following information:

q       IP address of visitors to our Site;

q       e-mail address of those who e-mail us or register with us;

q       information on how many visits each page receives; and

q       information volunteered by the customer.


Asking for Your Information

We will sometimes ask customers for personal information such as your name, address, e-mail address, occupation and other details.  Providing us your information will simply help us offer products and services that we think you’d like to hear about.  When you choose to give personal information to us over the Internet that our business partners or we may request, we will endeavor to inform you how we will use the information.


When we ask for personal information for any reason, we will provide a link to this policy statement to make our intentions clear to you.


Personal Information Privacy

Company will take all reasonable steps to keep your personal information confidential.  Those steps include limiting access to customer information databases, communicating this policy statement to all Company employees and establishing and enforcing penalties for violating this statement.


Company will not sell, rent or give away our customers’ personal information to other companies for use in selling others’ products or services.  We do not contract with another company to market or advertise products or services for us.  We will vigorously enforce all privacy agreements we have with other companies.


Order Information Privacy and Credit Card Security

We currently use the Secure Sockets Layer (SSL) protocol to safeguard your information, including your credit card number, during on-line transactions.  We believe SSL to be a very safe encryption method, but we are always looking for even more secure encryption methods to safeguard information sent to us on-line.  Our server will run detection software to help ensure you are using a secure browser and your information is secure when you check out.  If our browser determines you are not using a secure browser, a message will appear at checkout.


To protect your information once your transaction is complete, the Company stores your information on an off-line server stored securely behind a firewall.  There is no external access to this information and its internal access is strictly monitored.


For your protection, never put your credit card number or other sensitive information in unencrypted e-mail.  In the extremely unlikely event that we suspect a customer’s credit card number has been intercepted, we will immediately notify the customer.


Products & Services Information – Sales Terms and Conditions



Prices shall be as specified by Company and shall be applicable for a period specified in Company’s quote.  If no period is specified, prices shall be applicable for thirty (30) days.  Notwithstanding the foregoing, prices shall be subject to increase should Company experience an increase in its costs or other circumstances beyond Company’s reasonable control.


Sales and Local Taxes

Prices are exclusive of taxes, impositions and other charges, including:  sales; use; excise; value added and similar taxes or charges imposed by any government authority; international shipping charges; forwarding agent’s and broker’s fees; consular fees; document fees; and import duties.  If Company is responsible for or is obligated to pay any of the foregoing fees, you are responsible for reimbursing Company for such fees.  Specifically, upon acceptance of a Purchase Order, you are solely responsible for payment of all governmental, state and local taxes to Company, unless the Purchase Order is proven to be exempt by means of one of the following certificates provided to Company by you:


q       tax exempt certificate;

q       resale certificate;

q       direct payment certificate;

q       manufacturing exemption certificate; and

q       export permit certificate.


These certificates must be provided for the state where the goods or services are delivered and provided to Company with the Purchase Order.



Some of the information about parts includes photographs of such parts.  Due to technical differences in the equipment of our customers, Company cannot be responsible for photographic differences in size, shape and color of the Products.


Purchase Orders

Purchase Orders must be made to Speedline Technologies, Inc.

16 Forge Park Franklin, MA 02038 Fax: 508-541-6459


Purchase Order Acknowledgement

The placement of a Purchase Order for the shipment of goods or performance of services shall constitute acceptance by you of the terms and conditions set forth below and on the face of this quotation or invoice.  Any shipment of goods or performance of services by Company shall be deemed to be only on the terms and conditions contained herein, except to the extent that an authorized representative of Company may otherwise expressly consent to in writing.


The receipt of an e-mail order confirmation is simply a recognition that we have received your requested order.  Company reserves the right to limit the quantity of any item sold, or prohibit a sale altogether.


Sole Conditions

All orders are accepted subject to and incorporate these terms and conditions to the exclusion of any other term or condition.  For the avoidance of doubt, if a purchase order or other document received by Company (wither before or after you receive notification of these terms and conditions) contains terms and conditions in addition to or varying from these terms and conditions, every such additional or varying term or condition shall be expressly excluded and shall be of no effect.


Equipment/System Order Payments Terms:

                        40% payment with order

                        60% Net 30 days


Terms of Payment:  Payment shall be net thirty (30) days from date of invoice for all after market options, upgrades & etc. not sold with equipment/system.  Buyer agrees to pay the entire net amount of each invoice from Seller pursuant to the terms of each such invoice without offset or deduction.  Orders are subject to credit approval by Seller.  The Seller may, in its sole discretion and at any time, change the terms of Buyer’s credit.  The Seller may also require payment in cash, bank wire transfer or by official bank check and/or require payment of any or all amounts due or to become due for Buyer’s order before shipment of any or all of the Products.  If Seller believes in good faith that Buyer’s ability to make payments may be impaired or if Buyer shall fail to pay any invoice when due, Seller may suspend delivery of any order or any remaining balance thereof until such payment is made or cancel any order or any remaining balance thereof, and Buyer shall remain liable to pay for any Products already shipped and all non-standard Products ordered by Buyer.  Buyer also may be required, prior to Seller shipping Products to Buyer, to pay in cash or provide satisfactory security for such payment.  Buyer also agrees to submit such financial information from time to time as may be reasonably requested from Seller for the establishment and/or continuation of credit terms. 


Checks are accepted subject to collection and the date of collection shall be deemed the date of payment.  Any check received from you may be applied by Company against any obligation owing from you to Company, regardless of any statement appearing on or referring to such check, without discharging your liability for any additional amounts owed to Company, and the acceptance by Company of such check shall not constitute a waiver of Company’s right to pursue the collection of any remaining balance.  You are obligated to pay interest on any invoice not paid when due from the due date to the date of payment at the rate of one and one-half percent (1½ %) per month or such lower rate as may be the maximum rate allowable by law.  If you fail to make payment when due, Company may pursue any legal or equitable remedies, in which event Company shall be entitled to reimbursement for costs of collection and reasonable attorneys’ fees.


Security Interest

Company reserves a purchase money security interest in all of the Products until the price of such Products is paid in full.  You agree to execute any documents requested by Company to protect Company’s security interest.



Remittance Address: Speedline Technologies, Inc.

P.O. Box 90410 Chicago IL 60693 U.S.A.


Delivery and Title

All shipments by Company are F.O.B. point of origin and you shall pay all transportation charges in addition to the price of the Products.  Subject to Company’s right of stoppage in transit, delivery of the Products to the carrier shall constitute delivery to you and title and risk of loss shall thereupon pass to you.  Company shall make selection of the carrier and delivery route unless specified by you.  Company shall use reasonable efforts to initiate shipment and schedule delivery as close as possible to your requested delivery dates.  You acknowledge that delivery dates provided by Company are estimates only and that Company is not liable for failure to deliver on such dates.  Company reserves the right to make deliveries in installments.  Delivery of a quantity which varies from the quantity specified shall not relieve you from the obligation to accept delivery and pay for the Products delivered.  Delay in the delivery of one installment shall not entitle you to cancel other installments.



You may postpone delivery of Products for a period not to exceed fourteen (14) days.


Installation Location

These terms and conditions apply to Products at the original location only.  Company reserves the right to approve any changes to the location of Products, subject to the following:  You shall notify Company in writing of its intent to move Products at least thirty (30) days prior to the date of scheduled dismantling.  If Company approves the movement, Company reserves the right to supervise the dismantling, packing and unpacking of Products and must inspect and approve the Products at the installation for continued coverage under these terms and conditions.  You shall be charged for all work performed in relation to the relocation including, but not limited to, any necessary power conversion, and packing materials in accordance with Company’s then current service rates and policies.  If Products are damaged during moving or relocation, you are responsible for all associated repair charges.


Acceptance of Products and Product Return:  Product is considered property of the customer at point of shipment.  Issues relating to product quality must be reported within 10 business days of receipt.  Buyer shall report any discrepancy in shipment quantity or damage within ten (10) business days after receipt.  No return of Products shall be accepted by Seller without a Return Material Authorization (“RMA”) Number, which may be issued by Seller in its sole discretion.  Equipment, parts, options, upgrades sold as custom/specials that are designed/modified to buyers specifications that are not part of Speedline’s standard product offering cannot be returned for credit.  Returned Products must be in original manufacturer’s shipping cartons complete with all packing materials.  All Products for return shall be returned freight prepaid in the manner specified in the RMA.  If returned Products are claimed to be defective, a complete description of the nature of the defect must be included with the returned Products.  Products not eligible for return shall be returned to Buyer, freight collect.  Items returned and found in working order will not be credited.


Claims for shortages or for Products damaged during shipment must be filed with the freight carrier by you.  No deductions from invoices for claims against the carrier will be allowed.


Force Majeure

Company shall not be liable for failure to fulfill its obligations herein or for delays in delivery due to causes beyond its reasonable control, including, but not limited to acts of God, natural disasters, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, riots, war, acts of terrorism, delays in transportation or inability to obtain labor or materials through its regular sources.  Company’s time for performance of any such obligation shall be extended for the time period of such delay or Company may, at its option, cancel any order or remaining part thereof without liability by giving notice of such cancellation to you.



You may cancel firm orders for Products upon payment of a fee based on a percentage of the dollar value of the order in accordance with the following schedule:


60%                 0-30 calendar days prior to scheduled delivery date

30%                 31-60 calendar days prior to scheduled delivery date

10%                 more than 60 calendar days prior to scheduled delivery date


Specials/Custom Products: Equipment, parts, options, upgrades sold as custom/specials that are designed/modified to buyers specifications that are not part of Speedline’s standard product offering cannot be cancelled.


Exclusions to Services

Company’’s obligation to provide services is contingent upon your proper use of the Products.  The Company shall not be obligated to provide services hereunder, if repair or adjustment is required because of (1) repair, adjustment or modifications, where made or attempted by other than authorized representatives of the Company; (2) your failure to provide suitable installation environment; (3) use of computing equipment or operating systems which do not meet Company’s compatibility specifications; (4) misuse or accident including but not limited to unusual physical or electrical stress; (5) improper programming or improper installation by you; (6) relocation of the Products without Company’s prior approval; (7) damage caused by accessories, alterations, attachments or other devices neither furnished nor maintained by Company; (8) failure of air conditioning, electrical power, or humidity control; (9) Damages to equipment or injuries to personnel for failure of customer to follow/understand Speedline documentation; (10) a Force Majeure event; or (11) acts of God, fire, flood, earthquake, lightning strikes, riots, war, theft, embargoes, nuclear disasters, acts of civil or military authorities, or other similar causes, or lack of manufacturers recommended maintenance preformed by Buyer.  If any service call is made by Company as a result of the causes stated above, such call shall be billed in accordance with Company’s then current service rates for labor and materials.  The Company shall not be required to maintain any alterations, attachments or accessories not supplied by Company.  If, in the sole opinion of Company, such modifications adversely affect the Company’s ability to provide maintenance service for the Products, the Company reserves the right to immediately terminate this Agreement in its entirety.


Operator Requirements

You agree to provide Company trained operators on each shift for phone and on-site support.  Failure to provide such support may result in voiding Product warranty or a billable event.


Company’s Limited Warranty

Company warrants to you that upon delivery to you the Products shall conform to the applicable specifications for such Products and that any value-added work performed by Company on such Products shall conform to the applicable specifications.  The Product warranty period is 12 months from the date of installation or 13 months from the ship date, whichever comes first.  After hours on-site service for holidays and weekend on-site support is available for a fee.  Labor and travel will be billed at the overtime rates in effect at the time of the requested service.  Parts replacement is covered by company’s standard parts replacement warranty.  Customers in the US, Mexico & Canada can go to for contact information.  Other locations need to contact their local distributor.  COMPANY MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS.  IN PARTICULAR, COMPANY MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT.  IN NO EVENT SHALL COMPANY BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES BY REASON OF ANY BREACH OF WARRANTY OR DEFECT IN MATERIAL OR WORKMANSHIP.  With respect to Products which do not meet applicable specifications and with respect to value-added work by Company which do not meet the accepted specifications, the Company’s liability is limited, at Company’s election, to (1) refund of your purchase price for such Products (without interest) along with proof of purchase provided the item is returned in its original packaging, has not been used or show signs of customer misuse/abuse, (2) repair such Products, or (3) replace such Products; provided, however, that such Products must be returned to Company, along with acceptable evidence of purchase, within thirty (30) days from date of delivery, transportation charges prepaid.  Company shall transfer to you whatever transferable warranties and indemnities Company receives from the manufacturer of the Products, including any transferable warranties and indemnities respecting patent infringement.  Any transferable warranty or indemnity will be limited in length to company’s original equipment warranty applicable to such Product, unless otherwise noted by contract or written agreement.




Limitation of Liability

Any claim against Company arising out of, or in connection with, its duties and obligations under these terms and conditions shall be limited to the lesser of (1) the replacement value of the Products giving rise to such claim, or (2) the charge for the most recent billing period indicated under these terms and conditions.  The foregoing shall constitute your sole and exclusive remedy, and the sole and exclusive liability of Company.


In no event shall Company be liable to you for direct, indirect, incidental, exemplary, special or consequential damages including, but not limited to, loss of profits, loss of data or information of any kind, downtime, claims of third parties, personal injuries, or damage to property, however caused, arising out of or related to these terms and conditions, or the performance or breach thereof.


Company shall not be liable for failure or delay in performance due in whole or part to any cause beyond the reasonable control of Company.


Termination for Insolvency

In the event of the institution of any proceeding by or against you in bankruptcy or insolvency, or the appointment of a receiver or trustee or an assignment for the benefit of creditors of you, the Company may terminate, in its sole discretion, any Purchase Order for Products.


Minimum Order Value

Company requires a $100.00 minimum order value for Products and/or parts.  A process handling fee will be added to all invoices that are less than minimum order value.  Customers are encouraged to combine multiple items on a single purchase order or place their order via our Site at (


Part Orders

Company’s warranty on replacement parts is for a limited, ninety (90) day period (from the shipment date unless otherwise noted by contract or written agreement) that such parts will be free from defects in materials and workmanship.  If any such part shall prove to be defective in material or workmanship under normal intended usage and recommended maintenance has been performed by user during the warranty period, upon examination by Company or its authorized representative, then Company shall repair or replace, at its sole option, such defective part at its own expense; provided, however, that you shall be required to ship each such defective part freight prepaid to Company’s plant.  The warranty on parts, options or components not manufactured by Company, but a part of Company’s Product or part, is limited to the warranty provided by the original manufacturer of the component to the extent that such original manufacturer actually honors such warranty.  Consumables, preventative maintenance, and wear items consumed as part of the customers process including but not limited to light bulbs, bearings in solder pumps, temperature strips, belts, fuses, wiper paper, fingers, needles, kleenox, side dams, squeegee blades and assembly, feed tubes, mylar, seals, cardboard cores, silicone bumpers, side dams, solder lubricants, solvents, labels, and general hardware are excluded from coverage.  The previously mentioned items are not covered by a 90 day warranty unless returned in an unused condition and found to be defective to Company.  (Consumable are defined as parts that are non-repairable, or parts that are pre-assembled, that are not covered under warranty and must be replaced on a regular basis to run the Products and to maintain its proper function.)  Items sold as “Custom/Specials” and modified to customer specifications are not covered by our standard warranty and are not returnable for credit.  Any warranty, if provided, must be shown on the applicable purchase order as a line item or comment.


A $100.00 expediting fee may be applied at the discretion of Company for a part that is requested to be expedited if the quoted lead time is unacceptable.


Parts Returns

A restocking fee will apply to any returned part.  The Company must be contacted to request a Return Material Authorization form prior to the part being returned.  Return Material Authorization will be decided solely at the discretion of the Company for any Product.


Entire Agreement

This constitutes the entire agreement between you and the Company and there are no understandings, representations or warranties of any kind, express or implied, not expressly set forth herein.  No modification of these terms and conditions shall be of any force or effect unless such modification is in writing and signed by the party to be bound.  No modification shall be effected by the acknowledgement or acceptance of purchase order forms provided by you containing terms or conditions varying from those set forth herein.



Information (such as proposals, drawings, diagrams, prices, specifications, materials etc.) shall belong to Company.


Software Warranty

Company warrants that all software furnished under this Agreement shall perform substantially in accordance with the published specifications and documentation for 90 days from shipment.  In the event that the software does not perform substantially in accordance with specifications, Customer shall notify Company in writing of the failure and provide details of the failure.  It will be at Company’s sole discretion either to correct such software or to replace it with a new version.



Customer agrees to indemnify Company in the event of use or misuse of the Products by a third party or an employee of you.  As such, customer shall indemnify Company against all liability, loss, damage, costs and expenses whatsoever arising out of such use or misuse.


Incidental and/or Consequential Damages

Under no circumstances shall Company have any liability for any loss of profit, loss of sales, loss of market, loss of goodwill or reputation, or any third party claims, including, but not limited to, indirect, special or consequential loss or damage, costs, expenses or other claims, including attorneys’ fees, whatsoever arising out of any claim in connection with the sale or use of Products. 


Operator Requirements

You agree to provide the Company trained operators on each shift for phone and on-site support.  Failure to do so may result in voiding the Product warranty.



Company’s waiver of any breach, or failure to enforce any of the terms and conditions set forth herein at any time shall not in any way affect, limit or waive Company’s right thereafter to enforce and compel strict compliance with every term and condition hereof.  The acceptance by Company of any payment after the specified due date shall not constitute a waiver of your obligation to make further payments on the specified dates.


Governing Law

These terms and conditions are governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, as it is applied to agreements entered into and performed therein, and excluding (i) United Nations Conventions on Contracts for the International Sale of Goods; (ii) the 1974 Convention on the Limitation Period in the International Sale of Goods; and (iii) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980.  Any action brought to enforce these terms and conditions will be brought in either the State or Federal Courts of the Commonwealth of Massachusetts; provided, however, that notwithstanding anything contained in these terms and conditions to the contrary, Company shall have the right to institute judicial proceedings in any jurisdiction against you or anyone acting by, through or under you, in order to enforce Company’s rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief.  Any claim or cause of action you have with respect to these terms and conditions must be commenced within one (1) year after the claim arises.  If any provision of these terms and conditions is deemed void, unlawful, or otherwise unenforceable for any reason, that provision will be severed from these terms and conditions and the remaining provisions of these terms and conditions will remain in force.  These terms and conditions shall constitute the entire agreement between you and the Company concerning Products, and these terms and conditions shall not be modified, except in writing, signed by both parties.

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