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Terms & Conditions of Sale
   1. COMPLETE AGREEMENT. These Terms and Conditions and the provisions on the face hereof constitute the entire agreement between PHOENIX SUPPORT SYSTEMS and Buyer and supersede all statements, representations and agreements, oral or written; made by the parties or their representatives including, without limitation, conflicting or different provisions of Buyer's purchase order number. No modification or addition to this agreement shall
be binding upon PHOENIX SUPPORT SYSTEMS unless specifically set forth in writing signed by PHOENIX SUPPORT SYSTEMS.
2. QUOTATIONS: Written quotations by PHOENIX SUPPORT SYSTEMS automatically expire 30 days from date of quotation and are subject to termination by notice from PHOENIX SUPPORT SYSTEMS within that period. PHOENIX SUPPORT SYSTEMS shall have no liability in respect of any oral quotation or under any oral agreement unless such agreement is confirmed in writing by PHOENIX SUPPORT SYSTEMS within 10 days thereafter. Buyer's purchase order shall upon receipt by PHOENIX SUPPORT SYSTEMS at its home office in Niles, Ohio, be deemed an acceptance of PHOENIX SUPPORT SYSTEMS’ quotation but shall be subject to these Terms and Conditions. Additional or different terms in Buyer's order or other communication shall not be binding upon PHOENIX SUPPORT SYSTEMS unless agreed to by PHOENIX SUPPORT SYSTEMS in writing.
3. PRICES, ERRORS: Unless otherwise specifically agreed in writing by PHOENIX SUPPORT SYSTEMS, all prices, whether in PHOENIX SUPPORT SYSTEMS’ price list, quotation, order acknowledgments, or elsewhere, are in U.S. dollars and are subject to change without notice at any time prior to shipment of the products. Price increases will not, however, be applied to products covered by an order acknowledgment stipulating
a shipment date within 15 days after the effective date of the increase. Prices shown on PHOENIX SUPPORT SYSTEMS’ price list or elsewhere are for information only and do not constitute quotations or offers to sell. All orders, regardless of prices quoted, and whether placed as "blanket", "approximate" or in specific quantities, will be priced at the quantity bracket in which released. PHOENIX SUPPORT SYSTEMS reserves the right to correct errors in specifications or prices, due to typographical, clerical or engineering errors or because of incomplete or inaccurate information from Buyer.
4. WARRANTY; CLAIMS; EXCLUSIVE REMEDY: PHOENIX SUPPORT SYSTEMS products at the time of shipment are warranted to conform to any applicable written description furnished to Buyer by PHOENIX SUPPORT SYSTEMS, and to be free from defects in material and workmanship. NO OTHER WARRANTY, WHETHER EXPRESSED OR IMPLIED (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), SHALL EXIST IN CONNECTION WITH THE SALE OR USE OF ANY PHOENIX SUPPORT SYSTEMS’ PRODUCTS. Claims for errors, shortages, defects or nonconformities ascertainable upon inspection must be made in writing within 15 days after Buyer's receipt of products. All other claims must be made in writing to PHOENIX SUPPORT SYSTEMS within 12 months from the date of shipment. Products claimed to be nonconforming or defective must upon PHOENIX SUPPORT SYSTEMS’ request promptly be returned to PHOENIX SUPPORT SYSTEMS for inspection. Claims not made as provided above and within the applicable time period will be barred. PHOENIX SUPPORT SYSTEMS shall in no event be responsible if the products have not been stored or used in accordance with its specifications and recommended procedures. PHOENIX SUPPORT SYSTEMS will, at its option, either repair or replace nonconforming or defective products for which it is responsible or return to Buyer their purchase price. THE FOREGOING STATES BUYER'S EXCLUSIVE REMEDY FOR THE BREACH OF PHOENIX SUPPORT SYSTEMS’ WARRANTY AND FOR ANY CLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR NEGLIGENCE, FOR LOSS OR INJURY CAUSED BY
5. PATENTS, LIMITATION OF LIABILITY AND REMEDY: PHOENIX SUPPORT SYSTEMS warrants that neither the sale of its products, nor their use for the ordinary purpose for which intended, will infringe any U.S. Patent. Provided that Buyer promptly notified PHOENIX SUPPORT SYSTEMS of any infringement claim, PHOENIX SUPPORT SYSTEMS will refund to Buyer the purchase price of any products sold to buyer in breach of such warranty. Such refund shall be Buyer's sole remedy for breach of such warranty and PHOENIX SUPPORT SYSTEMS shall in no event be liable for any consequential damage or loss.
6. SHIPMENT, PERFORMANCE, LIMITATION OF LIABILITY: Any specified shipment date or dates are estimates only. PHOENIX SUPPORT SYSTEMS shall have no liability on account of any delay or failure to manufacture, ship or deliver any product or furnish any services due directly or indirectly to fire, act of God, accident, strike, lockout or other labor dispute, material shortage, inadequate transportation, government order or regulation or other similar or dissimilar cause beyond PHOENIX SUPPORT SYSTEMS’ reasonable control, PHOENIX SUPPORT SYSTEMS shall in no event be liable for any loss of business or profits, claims of Buyer's customers or other third parties losses,
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or any consequential loss or damage, whether or not such loss was due to PHOENIX SUPPORT SYSTEMS’ negligence or was foreseeable by PHOENIX SUPPORT SYSTEMS.
7. CANCELLATION, DEFERRED DELIVERY: Orders may be canceled only upon written notice from Buyer received by PHOENIX SUPPORT SYSTEMS at least 30 days prior to shipping date and upon immediate payment by Buyer for all completed products at the unit price; for products in process, such payment shall be calculated on the
basis of the percentage of completion thereof times the unit price; and for raw material, unamortized tooling, engineering and other cancellation charges, such payment shall be calculated on the basis of cost to PHOENIX SUPPORT SYSTEMS plus handling and overhead charges. Deliveries may be deferred only upon Buyer's written request received by PHOENIX SUPPORT SYSTEMS at least 10 days prior to scheduled shipping date and Buyer's payment in full of the price of the products on or before the scheduled shipping date, plus payment of storage charges thereafter. No delivery may in any event be deferred for more than 120 days without the express written agreement of PHOENIX SUPPORT SYSTEMS.
8. SHIPPING, LOSS AND DAMAGE: Risk of loss or damage to products shall pass to Buyer upon delivery to the first carrier of Buyer's representative. Apparent shortage or visual damage to shipping containers by the carrier must be noted on both consignee's and carrier's delivery receipt of record. A possible concealed damaged condition shall also be noted on the carrier's delivery receipt or record. The carrier's local office should be notified of the condition immediately, but no later than 15 days after the date of delivery for preparation of an inspection report by him to support a possible claim.
9. RETURNS: No returns will be accepted by PHOENIX SUPPORT SYSTEMS without prior written authorization. Except for in-warranty returns, Buyer will be responsible for all applicable restocking and other charges. PHOENIX SUPPORT SYSTEMS will upon request furnish Buyer a Return Material Authorization form listing terms and procedures governing returns. A minimum restocking charge of 25% will apply.
10. TELEPHONED INSTRUCTIONS: PHOENIX SUPPORT SYSTEMS accepts no responsibility and Buyer will not hold PHOENIX SUPPORT SYSTEMS responsible for errors or misunderstandings, whether or not due to PHOENIX SUPPORT SYSTEMS’ negligence, in complying with orders or instructions to PHOENIX SUPPORT SYSTEMS by telephone. The foregoing also applies to orders or instructions given to a third party for transmittal to PHOENIX SUPPORT SYSTEMS.
11. DIES, TOOLS, ETC: Charges for dies, tools or gages do not convey to Buyer any interest therein or the right to remove them from PHOENIX SUPPORT SYSTEMS’ plant.
12. TOLERANCES: PHOENIX SUPPORT SYSTEMS considers the information in this catalog to be correct at the time of publication. Item options and specifications, including but not limited to, dimensions and tolerances, are subject to change without notice. Unless otherwise agreed to in writing, all tolerances and dimensions will be to standards customarily employed by PHOENIX SUPPORT SYSTEMS. PHOENIX SUPPORT SYSTEMS also reserves the right to correct, revise and/ or amend any item option and specification when necessary. For the most current specifications please refer to your PHOENIX SUPPORT SYSTEMS customer service representative.
13. SPECIAL OR MODIFIED PRODUCTS: Products not cataloged or products cataloged but requiring deviation from standard are subject to applicable pattern, tooling and test charges.
14. MODIFIED OR DISCONTINUED PRODUCTS: PHOENIX SUPPORT SYSTEMS shall have no duty to stock or provide spare or replacement parts or products. PHOENIX SUPPORT SYSTEMS may modify or discontinue any product or line of products at any time without liability except to refund any amounts already paid for any such products, which have been ordered but not yet delivered.
15. EQUAL EMPLOYMENT OPPORTUNITY: The Equal Employment Opportunity Clause in Section 202 of Executive Order No. 11246, as amended, relating to equal employment opportunity and the implementing rules and regulations of the Office of Federal Contract Compliance are incorporated herein by specific reference.
16. TAXES: All duties, sales, use, excise or similar taxes of charges applicable to
the sale or use of any products or the furnishing of any service shall be Buyer's responsibility, and Buyer shall indemnify PHOENIX SUPPORT SYSTEMS against any liability hereunder.
17. GENERAL: This agreement shall be governed by the laws of the State of Ohio without reference to its conflict of laws principles. Captions have been inserted solely for convenient reference and shall not limit or affect any provision hereof. No waiver by PHOENIX SUPPORT SYSTEMS of any right or remedy on any prior occasion shall constitute PHOENIX SUPPORT SYSTEMS’ waiver of any such right or remedy on subsequent similar occasions.

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