Customer Terms & Conditions

These Terms and Conditions govern the sale of products and services (collectively, “Products”) by Stephen Gould Corporation (“SGC”) to the customer (“Customer”) identified in the quote to which these Terms and Conditions are attached (“Quote”). These Terms and Conditions take precedence over conflicting provisions in any other agreement between the parties and objection to such conflicting terms is hereby given. Customer’s issuance of a purchase order (“PO”) in furtherance of the Quote or acceptance of the Products, shall be deemed to constitute acceptance of these Terms and Conditions.

Orders

All Products shall be ordered by Customer upon the issuance of a written PO in conformity with the Quote and stating: (i) the specifications (“Specifications”); (ii) purchase price; and (iii) time and date of delivery, of the Products. Each PO shall be binding upon the written acceptance by SGC.

Prices

The purchase price of the Products are those prices specified in the PO. The purchase price of undelivered Products may be increased in the event of an increase in SGC’s cost, determined in U.S. Dollars, of raw materials or in excess of five (5%) percent of SGC’s cost in effect on the date of the Quote. The purchase price of undelivered Products may be increased in the event of government charges (including, without limitation, taxes, tariffs, and duties) Price quotations in a Quote shall automatically expire 30 days after the date of the Quote.

Payment

Payment of the purchase price shall be made: (i) in full without setoff, counter-claim or withholding of any kind; (ii) in U.S. Dollars; and (iii) within 30 days of the date of invoice. The Products may be invoiced at any time after the delivery of the Products.

Delivery

Customer shall be liable for the cost of delivery of the Products, together with all duties, tariffs and similar governmental charges, and shall reimburse SGC for such costs upon request, to the extent that such costs are paid by SGC. Title and risk of loss shall pass to Customer upon delivery of the Product to the delivery location agreed upon in the PO.. Delivery dates in the PO are estimates only and the failure to meet an indicated delivery date will not constitute a breach of the PO.

Warranty

SGC warrants that the Products will conform to the Specifications at the time of delivery; provided, however: (i) Products will be provided in accordance with industry “acceptable quality levels” (which may vary over time); (ii) variance in quantities will be permitted within +/- 10% of the ordered amounts; and (iii) SGC may effect minor modifications to Products before delivery, provided that the performance of the Product is not adversely affected (“Warranty”). If SGC breaches the Warranty, Customer’s sole and exclusive remedy is limited to, at SGC’s option and expense, SGC reworking or replacing the Product or refunding the purchase price of the Product. This Warranty expires 90 days after delivery of the Products.

Inspection

Customer shall have the right to inspect all Products and may reject any Products that do not conform to the Warranty when the Products were delivered. All Products shall be deemed accepted if not rejected by Customer within 30 days after delivery. Upon rejection, Customer shall promptly return such non-compliant Products to SGC. If SGC confirms that the Product did not comply with the Warranty then SGC, at its option and expense, shall either rework, replace or provide a refund of the purchase price of, each non-complaint Product.

Intellectual Property

All intellectual property owned by SGC as of the date of the PO or made, developed and/or conceived by employees, consultants, contractors, representatives or agents of SGC thereafter shall be the sole and exclusive property of SGC.

Liability

In no event shall SGC be liable for claims for any special, indirect, incidental or consequential damages relating to the Products. In all events, SGC’s maximum liability for any cause of action relating to the Products shall be the purchase price for the Products responsible for such damages. SGC shall not be liable for injuries or damages caused by or relating to the Products, or otherwise, except to the extent that such claims arise from SGC’s gross negligence or intentional misconduct.

Non-Disclosure Agreement

Neither party shall not disclose or use any trade secrets or other confidential or proprietary information of the other party except to the extent that is necessary to fulfill the Quote, PO and these terms and conditions.

Force Majeure

SGC is not liable for failure to fulfill its obligations under any accepted PO due to acts of God, natural and artificial disaster, riot, war, strike, delay by carrier, government priorities, changes in law, material shortages, fires, strikes, floods, acts of terrorism, inability to obtain parts or labor, materials or products through regular sources, which shall be considered as an event of force majeure excusing SGC from performance and barring remedies for non-performance.

Dispute Resolution

Disputes between SGC and Customer regarding these Terms and Conditions, the Quote, or the PO shall be resolved: (i) by arbitration in Morris County, New Jersey, pursuant to the Arbitration Rules of the American Arbitration Association; and (ii) in accordance with New Jersey law excluding principles of conflict of law. The prevailing party in any such arbitration shall be entitled to recover its attorneys’ fees, costs and expenses incurred in such action, from the non-prevailing party. The award rendered by the arbitrators shall be final and non-appealable and may be entered in accordance with applicable law in any court having jurisdiction thereof. The parties irrevocably consent to such jurisdiction.

Entire Agreement

These Terms and Conditions, as supplemented by the Quote and accepted PO, are the sole and complete agreement between SGC and Customer with respect to the Products and supersedes any and all other oral and written understandings with respect to such subject matter. No amendment to, or modification or waiver of, any provision of these Terms and Conditions, a Quote or PO shall be binding upon the parties unless set forth in a written document signed by both parties. The PO and Quote shall take precedence over any inconsistent terms in these Terms and Conditions and the Quote shall take precedence over any inconsistent terms in the PO.