Policies & Terms
General Terms & Conditions
Sale of any of the equipment or services described or referred to in a quotation at the quoted prices is expressly conditioned upon the terms and conditions set forth below. Any order for or any statement of intent to purchase any such equipment or services, or any direction to proceed with engineering, procurement, manufacture or shipment, shall constitute assent to said terms and conditions and a representation that the Purchaser is solvent. Any additional or different terms or conditions set forth in any such communication from the Purchaser are hereby objected to by National Switchgear (the "Company") and shall not be effective or binding unless expressly assented to in writing by an authorized representative of the Company. No contract shall be formed except upon the terms and conditions contained herein and any additional or different terms to which the Company has expressly consented.
RIGHT TO SUBCONTRACT
The Company reserves the right to subcontract any or all of the work to one or more subcontractors.
The Company warrants to the Purchaser that the equipment and services to be delivered hereunder will be free from defects in material or workmanship and will be of the kind and quality designated or specified in the contract.
This warranty shall apply only to defects appearing within one year from the date of shipment by the Company.
If the Company installs the equipment or supplies technical direction of installation by contract, the warranty period shall run from the completion of installation, provided same is not unreasonably delayed by the Purchaser. The conditions of any tests shall be mutually agreed upon and the Company shall be notified of, and may be represented at, all tests that may be made.
If the equipment delivered hereunder does not meet above warranty, and if the Purchaser promptly notifies the Company, the Company shall thereupon correct any defect, including non-conformance with the specifications, either (at its option) by repairing any defective or damaged parts of the equipment, or by making available at the Company's plant necessary repaired or replacement parts. The liability of the Company under this warranty (except as to title), or for any loss or damage to the equipment whether the claim is based on contract or negligence, shall not in any case exceed the cost of correcting defects in the equipment as herein provided and upon the expiration of the warranty period all such liability shall terminate. The foregoing shall constitute the exclusive remedy of the Purchaser and the exclusive liability of the Company.
The foregoing warranty is exclusive and in lieu of all other warranties, whether written, oral, implied or statutory (except as to title). NO IMPLIED STATUTORY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. The Company does not warrant any equipment of other manufacture designed by Purchaser.
Shipping dates are approximate and are based upon prompt receipt of all necessary information from Purchaser. Unless otherwise specified by the Company, delivery will be made and title will pass F.O.B. point of shipment to Purchaser. Risks of loss or damage pass to Purchaser on delivery.
The Company shall not be liable for delays in delivery or in performance or failure to manufacture or deliver, due to (1) causes beyond its reasonable control, or (2) acts of God, acts of the Purchaser, acts of civil or military authority, priorities, fires, strikes or other labor disturbances, floods, epidemics, war, riot, delays in transportation or car shortages, or (3) inability on account of causes beyond its reasonable control to obtain necessary labor, materials, components, or manufacturing facilities. In the event of any such delay, the date of delivery or of performance shall be extended for a period equal to the time lost by reason of the delay.
Pro rata payments shall become due as shipments are made. If shipments are delayed by the Purchaser, payments shall become due on the date when the Company is prepared to make shipment. If the work to be performed hereunder is delayed by the Purchaser, payments shall be made based on the purchase price and the percentage of completion. Equipment held for the Purchaser shall be at the risk and expense of the Purchaser.
If the financial condition of the Purchaser at any time does not, in the judgment of the Company, justify continuance of the work to be performed by the Company hereunder on the terms of payment agreed upon, the Company may require full or partial payment in advance or shall be entitled to cancel any order then outstanding and shall receive reimbursement for its reasonable and proper cancellation charges. In the event of bankruptcy or insolvency of the Purchaser or in the event any proceeding is brought against the Purchaser, voluntarily or involuntarily, under the bankruptcy or any insolvency laws, the Company shall be entitled to cancel any order then outstanding at any time during the period allowed for filing claims against the estate and shall receive reimbursement for its reasonable and proper cancellation charges. The rights of the Company under this paragraph are cumulative and in addition to all rights available to the Company at law or in equity.
SALES AND SIMILAR TAXES
The Company's prices do not include sales, use, excise or similar taxes. Consequently, in addition to the price specified herein, the amount of any present or future sales, use, excise, or other similar tax applicable to the sale or use of the equipment hereunder shall be paid by the Purchaser, or in lieu thereof the Purchaser shall provide the Company with a tax-exemption certificate acceptable to the taxing authorities.
DISCLOSURE OF INFORMATION
Any information, suggestions or ideas transmitted by Purchaser to the Company in connection with performance hereunder are not to be regarded as secret or submitted in confidence except as may be otherwise provided in a writing signed by a duly authorized representative of the Company.
The Purchaser may cancel his order only upon written notice and upon payment to the Company of reasonable and proper cancellation charges, which may take into account, without limitation (costs of materials incurred through the date of cancellation, charges for labor for work done through the date of cancellation, and the Company's margin on such materials and labor).
LIMITATION OF LIABILITY
Unless otherwise agreed in writing by a duly authorized representative of the Company, products sold hereunder are not intended for use in connection with any nuclear facility or activity. If so used, the Company disclaims any liability for any nuclear damage, injury or contamination, and Purchaser shall indemnify the Company against any such liability, whether as a result of breach of the contract, warranty, tort (including negligence) or otherwise.
In no event, whether as a result of breach of contract, warranty, tort (including negligence) or otherwise, shall the Company or its suppliers be liable for any special, consequential, incidental or penal damages, including but not limited to, loss of profit or revenues, loss of use of the products or any associated equipment, damage to associated equipment, cost of capital, cost of substitute products, facilities, services or replacement power, down-time costs, or claims of Purchaser's customers for such damages.
If the Company furnishes Purchaser with advice or other assistance which concerns any products supplied hereunder or any system or equipment in which any such product may be installed and which is not required pursuant to this agreement, the furnishing of such advice or assistance will not subject the Company to any liability, whether in contract, warranty, tort (including negligence) or otherwise.
The Company represents that any goods to be delivered hereunder will be produced in compliance with the requirements of the Fair Labor Standards Act of 1938, as amended.
Any assignment of this contract or any rights hereunder, by the Purchaser without written consent of the Company shall be void.
The provisions of this contract are for the benefit of the parties thereto and not for any other person.
No understanding, promise or representation, and no waiver, alteration or modification of any of the provisions hereof, shall be binding upon the Company unless assented to in writing by an authorized representative of the Company.
The invalidity, in whole or part, of any of the foregoing paragraphs will not affect the remainder of such paragraph or any other paragraph contained herein.
The validity, performance and all matters relating to the interpretation and effect of this agreement and any amendments hereto shall be governed by the law of the State of Texas, without giving effect to choice of law principles thereof.
CUSTOMER RESPONSIBILITIES (for work required at customer site)
The customer must provide at least one (1) individual to be present and to act as their representative at all times that National Switchgear personnel are working on the customer's premises.
National Switchgear will not perform power switching unless specifically requested by the customer. By such request the customer indemnifies and holds National Switchgear harmless for any damages or injury resulting from switching errors. National Switchgear reserves the right to refuse to perform switching if the action is deemed unsafe by the technician.
National Switchgear engineers and technicians are non-union professional personnel. The customer shall pay for any charges or wages where Union personnel are required by jurisdictional dispute to assist or stand by during performance of work.
Any disputes or differences concerning the performance, breach or interpretation of any of the provisions of this quote shall be resolved only by binding arbitration to be conducted in accordance with its commercial arbitration rules and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof will be governed by the statutes of the State of Texas and the proceeding will be held in Denton, Denton County, Texas.