Service Terms & Conditions

Payment Terms. Payment shall be made pursuant to such terms as are approved by Velocite Systems' Credit Department, in its sole discretion. Unless otherwise agreed, payment terms are 25% down, net twenty (20) days (based on favorable credit approval), with no retention of monies by the buyer. Payment terms for non-recurring engineering (NRE) are 50% down payment at time of purchase order to begin work and 50% due upon completion. Interest in the amount of the then prevailing prime rate plus two and one half percent (2.5%) per month shall be assessed on overdue accounts. If Velocite Systems' Credit Department determines that payment for goods is to be made in installments, the entire balance of the purchase price shall become due and payable immediately, without further notice, in the event there is a default in any payment or installment at the time the same becomes due.

Duration. This proposal is submitted for acceptance within thirty (30) days from the date hereof. Velocite Systems (the "Company") reserves the right to adjust price for proposed orders which do not follow this form of proposal and its conditions.

Shipment/Packing. Title and risk of loss shall pass to the buyer under F.O.B. terms at: Velocite Systems, Glen Burnie, Maryland. Freight terms are preferred collect or prepaid/add. The Company's responsibility ceases upon delivery of goods to the carrier for transportation. The Company will make every effort to ship in accordance with the buyer's instructions and by the carrier of buyer's choice. Final selection of method of shipment and carrier shall be exercised by the Company and as determined necessary by the Company. Any packing requirements beyond the Company's standard packaging will be invoiced as an extra charge.

Claims. Claims for errors must be made the day upon receipt of goods or they will not be recognized by the Company. No material can be returned without prior approval by the Company. The buyer agrees to examine the goods on receipt and report to the Company and the carrier, in writing, any breakage or shortage existing at the time of receipt.

Buyer's Financial Responsibility. If the Company's Credit Department, in its sole and reasonable discretion, determines that there is any doubt as to the buyer's financial responsibility and/or ability to fulfill the terms of this agreement, the Company shall be entitled to stop operations on the buyer's order, decline to ship buyer's material, or stop any material in transit, all without liability until the buyer has either paid for the material or furnished satisfactory evidence of his/her/its financial responsibility.

Past Due Accounts. Notwithstanding any other term or condition in this agreement to the contrary, the Company reserves the right to refuse shipment to buyer or to cancel this agreement in its entirety if, at the time of shipment, any bill of the buyer owing to the Company is more than thirty (30) days past due. Any accounts in excess of ninety (90) days past due shall be sent to any attorney or other company for collection. In the event any account is sent for collections, the Company shall be entitled to recover its costs of collection, including reasonable attorneys' fees and any and all costs associated with such collection efforts. Interest on all such amounts shall accrue as set forth above or at the highest rate allowed by law, whichever is lower.

Taxes. This proposal does not include the costs for any applicable Federal, State, Local or Foreign taxes. Any license fee, property, sales, use or excise tax which may be levied or assessed by Federal, State, or Local law upon any goods which are the subject of this proposal, or which may be imposed by similar authority by reason of manufacture, purchase or sale thereof, shall constitute an addition to this proposal and shall be paid by the buyer, or, if paid by the Company, shall be reimbursed to the Company by the buyer. In transactions where the purchase is exempt from taxation, the buyer shall provide the Company with a tax exemption certificate acceptable to the taxing authority.

Cancellation. Cancellation of an order, in whole or part, will require the payment by the buyer to the Company of reasonable charges for costs incurred by the Company from such cancellation. Once an order enters the Company's MRP system, the normal cancellation can be expected to be twenty five percent (25%) of the total order price.

Change Orders. It is understood and agreed that the quoted prices are subject to adjustment by the Company in the case of changes of buyer's specifications, quantities or delivery requirements after the Company's acceptance of the order. It is further understood and agreed that all warranties, disclaimers, limitations of liabilities, indemnity agreements, shall apply with respect to all goods covered by any such change, and that no modifications, rescission of any such warranties, disclaimers, limitations of liability for damages or indemnity agreements shall be binding on the Company without prior written approval by an authorized officer of the Company.

Material Obsolescence. It is understood and agreed that the Company, in reliance upon this agreement and any ensuing contracts, may be required to purchase long lead materials. Buyer shall be responsible for reimbursement of costs, plus reasonable handling expense, for any action by Buyer rendering said materials obsolete or unusable. Reimbursement shall include, but not be limited to, the Company's on hand inventory, in transit inventory, supplier restocking charges (generally 25%) or cancellation charges.

Force Majeure. The Company shall not be liable for loss or damage occasioned by delay in shipment or transportation, strikes, fires, floods or other casualties, government regulations and priorities, failure of sub contractors or suppliers to perform or make deliveries, or any other circumstances which are unavoidable or beyond the Company's control.

Entire Agreement. This proposal, when accepted by the parties, shall constitute the entire contract and no representation or agreement, written or verbal, not included herein and made a part hereof is binding on the Company. There are no representations, agreements or understandings, expressed or implied, affecting this proposal which are not expressly set forth herein. No person, unless authorized in writing by an officer of the Company, has any authority to alter or modify the terms hereof. Any such modification shall be in writing, and shall be signed by the Company and the buyer. This agreement shall not be modified or supplemented by any course of dealing, trade usage, or any inconsistent terms in any purchase order or confirmation.

Binding Effect. This proposal does not constitute a contract unless accepted by an officer of the Company, and until so accepted may be withdrawn at any time without notice.

Limitation of Liability. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE WORK OR THE EQUIPMENT PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IT IS EXPRESSLY AGREED THAT THE BUYER'S EXCLUSIVE REMEDIES FOR ANY BREACH HEREOF OR OF ANY WARRANTY CONTAINED HEREIN SHALL BE THOSE REMEDIES SET FORTH HEREIN. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING AS A RESULT OF THIS AGREEMENT, SUCH WORK OR SUCH EQUIPMENT. The Company shall not be liable for any damage to any property whether real or personal, or for damages to any person(s) arising out of the use of its products, nor shall the Company be held liable for the installation of any safeguards, notices of danger, or warning devices, nor lack thereof, whether or not required by law.

Statement of Limited Warranty. The warranty described in the subsequent paragraphs shall be IN LIEU of any other warranty, express, implied or statutory, including but not limited to, any implied warranty of MERCHANTABILITY or fitness for a particular purpose. In the event the Company's representatives have made oral statements about the products, such statements do not constitute warranties, shall not be relied upon by buyer, are not binding on the Company, and are not a part of this agreement. This writing is the complete and exclusive statement of the Company's warranty, expressed or implied, and no agreement or understanding varying or extending the same shall be binding on the Company unless in writing and signed by a duly authorized officer of the Company. The sole purpose of this exclusive remedy is to provide the buyer with repair and/or replacement of defective parts in the manner provided for in this statement. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as the Company is willing and able to repair or replace defective parts in the prescribed manner.

All products are warranted by the Company to be free of defects in materials and workmanship for a period of one (1) year after shipment from its plant, provided buyer demonstrates to the satisfaction of the Company that the product was properly installed and maintained and that it was used under the operating conditions supplied to the Company at the time of purchase.

The exclusive remedy for breach of the limited warranty is the replacement or repair by the Company of any product, part or parts which have been purchased by the buyer from the Company and returned to the Company with the Company's Return Materials Authorization (RMA) and which, in the Company's sole discretion, are defective. The Company shall have the sole right to determine whether products and/or parts shall be repaired or replaced. The customer will be responsible for all costs incurred by the Company for returned products which are not defective and/or not covered under this warranty. This includes, but is not limited to, Company labor at $125 per hour, service performed on non-warrantied parts and costs of shipping and handling. The buyer may request equivalent "loaner" products or parts be made available from previously purchased stock (should such stock exist) during the period of repair or replacement. The Company shall have the sole right to accept and approve this "loaner" request. This warranty does not cover any customer labor charges for replacement of products or parts, lost production time, adjustments or repairs, or any other work, or any direct or consequential damages unless such charges are authorized in writing by an authorized officer of the Company. Any error by buyer or buyer's agent during installation which prevents the proper operation of products or parts voids this warranty. This warranty shall not apply to any product which, as determined by the Company, has been subject to unauthorized use or modification in a manner which may have impaired its safety, operation or efficiency, nor to any product which has been subject to accident. This warranty shall not apply if any part not manufactured or supplied by the Company for use in any of its products shall have been substituted and used in place of a part manufactured or supplied by the Company for such use, This warranty shall not be in effect on products or parts where payment is overdue until such time as all invoices related to the products or parts are paid in full. However, the term of the warranty shall continue to run while such payment(s) is in arrears.

Limitation of Liability. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE WORK OR THE EQUIPMENT PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IT IS EXPRESSLY AGREED THAT THE BUYER'S EXCLUSIVE REMEDIES FOR ANY BREACH HEREOF OR OF ANY WARRANTY CONTAINED HEREIN SHALL BE THOSE REMEDIES SET FORTH HEREIN. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING AS A RESULT OF THIS AGREEMENT, SUCH WORK OR SUCH EQUIPMENT. The Company shall not be liable for any damage to any property whether real or personal, or for damages to any person(s) arising out of the use of its products, nor shall the Company be held liable for the installation of any safeguards, notices of danger, or warning devices, nor lack thereof, whether or not required by law.

Jurisdiction. The buyer acknowledges that by agreeing to the terms hereunder that it is subjecting itself to the Jurisdiction of the State of Maryland courts. Buyer hereby waives all claims that it might raise in the future that Maryland courts do not have personal jurisdiction over it. Buyer acknowledges that this agreement shall be construed in accordance with the laws of Maryland.