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General Terms of Sale - USA

GENERAL TERMS AND CONDITIONS

DELIVERY - The equipment is sold F.O.B. Shipping point.  Risk of loss shall be on Buyer after delivery to carrier.  All transportation charges will be borne by Buyer.  Any taxes assessable after delivery to the carrier shall be borne by Buyer.  Buyer shall not deal with the products or technical data in violation of the U. S. export administration and other applicable regulations. 

VENUE – Venue on this agreement shall be in California and any actions brought with respect to or for enforcement of this agreement, brought by either Buyer or Seller, shall be brought in the Courts of Napa County, California, and Buyer hereby agrees to and accepts that he has been doing business in the State of California for purposes of this agreement and that California holds personal jurisdiction over him.  This agreement shall be governed in all respects by California law and procedure.  This agreement shall prevail notwithstanding any variance with the terms and conditions of any order or agreement submitted by Buyer. 

WARRANTIES – Seller warrants that the equipment provided hereunder will conform to the description stated herein, (subject to tolerances and variances consistent with current trade practices and practical testing and inspection methods);  that title thereto will be unencumbered (except as may be caused by Buyer); and that Seller will repair or replace any non-conforming or defective equipment, or credit Buyer’s account in full at the discretion of Seller, providing Buyer notifies Seller thereof within ten (10) days of delivery to Buyer of any such defect or non-conformity.  This is Seller’s sole warranty and obligation with respect to the equipment furnished hereunder.  SELLER MAKES NO OTHER WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED; AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHICH EXCEED THE AFORESAID OBLIGATION ARE HEREBY DISCLAIMED BY SELLER AND EXCLUDED FROM THIS CONTRACT.

LIMITATIONS OF LIABILITY – Buyer’s exclusive remedy against Seller for any damages suffered by Buyer in connection with the equipment and arising out of this transaction shall be for breach of contract, and Seller’s liability in this regard shall be limited to repair or replacement of non-conforming or defective equipment or repayment of the purchase price paid therefore by Buyer, as Seller may in its sole discretion elect.  Because the price herein makes no provision for such risk, Seller shall in no event be liable to Buyer for any special or consequential damages including, but no limited to, lost profits, good will, loss of time, inconvenience or commercial loss.  Seller shall not be liable for any loss or damage, including any special or consequential damages, due to delay resulting from any cause beyond Seller’s reasonable control, including, but not limited to Acts of God, fires, the elements, accidents, strikes or other labor difficulties, wars, riots or national emergencies, embargoes, governmental acts, regulations or requests, priorities of any kind, shortages of energy, fuel, supplies, delays by transportation companies, or delays in obtaining equipment from usual sources of supply.

PAYMENT – Payment shall be made in full under this agreement.  Should the Buyer fail to pay the full amount, he shall be deemed to be in default.  In the event of default, Buyer agrees to pay all the Seller’s attorney’s fees and any other costs incurred as a result of collecting the purchase price.