Half price prototypes a division of

Engineering & Manufacturing Services, Inc

Terms & Conditions

ALL SALES OF ENGINEERING & MANUFACTURING SERVICES, INC and HALF PRICE PROTOTYPES (A Division of EMS, Inc) PRODUCTS AND SERVICES, HERIN REFERRED TO AS THE SELLER, ARE SUBJECT TO EACH OF THE FOLLOWING TERMS AND CONDITIONS BY THE BUYER NAMED ON THE INCLUDED PRICE QUOTATION

FORMATION OF CONTRACT: The included Quotation is an offer to sell the Buyer the products and services described in the Quotation. By signing and returning the Quotation to the Seller, sending the Seller a Purchase Order referencing the Quotation or using a credit card to make payment, the Buyer agrees to purchase the products and services on the terms and conditions specified in the Quotation and these Terms and Conditions.

CANCELLATION:  Orders received by seller are accepted with the understanding that they are not subject to cancellation or modification except in writing signed by an authorized representative of ENGINEERING & MANUFACTURING SERVICES, INC .

PRICES: Prices for products, parts and services are stated on the included price quotation.

DELIVERY:  Shipping and delivery dates are approximate and not guaranteed unless otherwise specified on the face hereof, Partial shipments of complete orders will be made by Seller when ready and invoiced absent an agreement in writing to the contrary. Delay in delivery of any installments shall not relieve Buyer of : a) its obligation to pay for any installments received prior to such delay and, b) its obligation to accept the remaining deliveries.

If because of acts of God, strikes, lockouts or other industrial disturbances, wars, blockages, insurrections, riots, arrests, explosions, sabotage, fires, floods, perils of the sea, accidents to scanning equipment, computers or scanning software, delays in transportation, inability of Seller to obtain the whole or any part of merchandise contracted for by Seller, precedence or priorities granted at the request, demand or for the benefit, directly or indirectly, of Federal or State Government or any subdivision or agency thereof, or other causes not within the control of Seller. Seller shall be unable to carry out its obligations under this contract either wholly or in part, such obligations shall be suspended during the continuance of such hindrances and the obligations, terms and conditions of this contract shall be extended for such periods as may be necessary for the purpose of making good any suspension of deliveries so caused Seller shall not in any event be liable for failure to deliver or perform or for delays in delivery or performance occasioned by such causes.

ROUTING: In the absence of Buyer’s instructions as to desired carrier and routing of goods, goods will be forwarded and routed as Seller may determine.

DAMAGE IN TRANSIT: Delivery of the finished goods hereunder to carrier shall constitute delivery to Buyer and all risk of loss or damage after delivery to carrier shall be borne solely by Buyer. All claims for loss or damage in transit should be made to carrier.  Buyer may purchase insurance at Buyer’s expense.

DAMAGE IN USE OR STORAGE: Seller is not responsible for loss or damage to goods because of improper installation or use, or if improperly handled, maintained, stored or serviced.

CLAIMS OR RETURNS: All claims must be made in writing and delivered to Seller within 30 days after receipt of goods or services. Failure to make such claims within 30 days will constitute a waiver by the Buyer of such claims.

COMPLIANCE WITH STATUTES: Seller agrees to comply with requirements of all applicable Federal, State and Local statutes and laws with respect to its operations.

ELECTRONIC DATA:  All electronic part data sent to the Seller is determined to be the correct and final data at the time the quote is issued.  The Seller takes no responsibility for incorrect, inaccurate or incomplete parts because of incorrect electronic data.  Electronic data should be output at the desired tolerance, resolution and specifications by the Buyer when sent to the Seller for a quotation.  Additional parts built with updated or different data will be quoted at the standard Seller prototype service rates.

TAXES: If any taxes shall be levied by the Federal or any State or Local Government upon goods covered hereby or in respect to the production, manufacture, or sale thereof or upon transportation including freight charges thereon, the amount of such taxes shall be added to the purchase price specified herein and should be borne by Buyer.

PAYMENT: In the event Buyer shall default in any payment due Seller hereunder, Seller shall be entitled to interest on all such unpaid amount at a rate equal to the lesser of: a) 18% per month or, b) the maximum rate permitted by law. In addition, Buyer shall pay Seller all costs of collection on overdue accounts including but not limited to reasonable attorney’s fees whether or not litigation should be commenced in aid thereof. Remittance must be made in U.S. funds.

WAIVERS: A waiver of any of the terms hereof in a single instance shall not constitute a waiver in other instances nor shall a specific waiver with respect to any term constitute a waiver of any other term. A waiver to be binding on Seller must be in writing and signed by an officer of the Seller.

WARRANTY: All goods sold hereunder are warranted to be free from defects in materials and workmanship for a period of thirty (30) days from date of Buyer’s receipt of the goods.  Any claim for breach or violation of this warranty must be made within the thirty (30) day period from the date of receipt of the goods.  Any modifications to goods sold by Seller shall fully nullify seller’s warranty. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE.  EXCEPT AS PROVIDED HEREIN, THIS SALE IS “AS IS” AND THERE ARE NO WARRANTIES THAT EXTEND BEYOND THIS WRITTEN AGREEMENT.  All claims by Buyer for damages, regardless of their nature, shall be deemed to have been waived unless made in writing within one month of Buyer’s receipt of goods specified herein. In the event there are installment deliveries, Buyer’s claims must be made in writing within one month of Buyer’s receipt of the particular installment to which claim is applied.

Buyer’s sole and exclusive remedy against Seller for breach of contract or for breach of any warranty hereunder, whether brought pursuant to F.S.672.715 or not is expressly limited to repair or replacement of defective material at Seller’s option but in no event shall SELLER’S obligation exceed the total purchase price paid for the goods; Seller shall not be liable in any respect for a) any loss, personal injury, property damage or costs of repairs except personal injury or property damages caused solely by Seller’s negligence, b) any special, incidental or consequential damages of any kind even if Seller has been advised of the possibility of such damages, including but not limited to loss of revenue, loss of profits, failure to realize savings, or any liability of Buyer to a third party, c) any damages (regardless of their nature) caused wholly or in part by the negligence of Buyer or a third party or, d) any delay or failure to perform Seller’s obligations hereunder due to any cause beyond its reasonable control.  Buyer agrees that these limitations are reasonable in the light of the anticipated or actual harm that could be caused by a breach, the difficulties of proof of loss, and the inconvenience or nonfeasibility of otherwise obtaining an adequate remedy.

GOVERNING LAW: This contract shall be deemed for all purposes to have been made in Florida and shall be governed by and construed in accordance with the laws of the state of Florida. Florida courts shall have exclusive jurisdiction over all controversies arising hereunder.

VENUE:: Any action arising out of or relating to this agreement or its performance by either party, including but not limited to payment by Buyer, shall be brought only in a Court of competant jurisdiction in Hillsborough County, Florida.

GEOGRAPHY - The Seller only builds models and ships them within the United States of America.  All other orders will be rejected.  For orders outside the United States visit www.ems-usa.com for a custom quotation.

ENTIRE AGREEMENT: Only the terms and conditions contained herein constitute the entire agreement between the parties and will govern transactions between Buyer and Seller. No other terms and conditions that Buyer may provide or offer are accepted.