- Limited Warranty
See specific proposal Warranties when applicable.
Shipment or completion dates, if any, are based upon Focused Solutions Group’s (hereinafter “Seller”) best efforts and judgment, and are subject to factors, schedules and production limitations, and, hence, are not guaranteed. When goods are shipped F.O.B. Seller’s facilities, Buyer is responsible for notifying the carrier as to any damages to, or loss in transit of such goods. Claims for shortages, etc. shall be made by Buyer in writing within 30 days after delivery of the goods.
- Performance By Buyer
In addition to any other legal remedy, if Buyer fails to fulfill the terms of payment or agreed timing with respect to submittal of documents or materials, Seller may defer further delivery of goods or, at its option, cancel further delivery hereunder. Seller reserves the right, prior to making any shipments of goods hereunder, to request from Buyer satisfactory security for performance of Buyer’s obligations.
- Force Majeure
Any delays in or any failure of performance by Seller shall not constitute default or give rise to any claims for damages, if, and to the extent caused by acts of God, acts of the buyer, acts, rules or regulations of governmental authority (civil or military, executive, legislative, judicial or otherwise), strikes or other concerted acts of workmen, lock‑out, labor difficulties, fires, floods, storm, accident, epidemics, war, riots, rebellion, sabotage, insurrection, difficulties or delays in public transportation, or in public or postal delivery services, car shortage, fuel shortage, inability of Seller to obtain goods or services from Seller’s usual sources of supply, inability of Seller to obtain suitable or sufficient energy, labor, machinery, facilities, supplies, or materials, as and when required, or by any other circumstances beyond Seller’s reasonable control whether of a similar or dissimilar nature. Upon the occurrence of any of the circumstances as set forth in the above paragraph, Seller shall have no obligation whatsoever to make any allocation of its available production, deliveries, raw materials or any other resources, but may, at its option, elect to allocate its available production, deliveries, services, raw materials or other resources, among any or all purchasers, as well as departments, divisions, subsidiaries and affiliates of the Seller, upon such basis as Seller, in its sole discretion, may determine, without liability whatsoever for any failure of performance which may result therefrom. Seller may determine not to allocate any of its available production, deliveries, services, raw materials or other resources to Buyer, without liability whatsoever for any failure of performance which may result therefrom. The equipment and/or services sold herein are produced to order, and, is, therefore, non‑cancelable (See also paragraph 10 below). Seller must notify Buyer within 48 hours if conditions exist which will prevent execution of the order, in order that appropriate plans may be developed.
- Limitation of Damages
In no event shall Seller be liable for incidental, consequential or special damages incurred by Buyer, arising out of, or relating to the transactions herein, nor shall the aggregate liabilities of Seller to Buyer, arising out of or relating to the transactions herein, exceed the aggregate purchase price to be paid by Buyer to Seller hereunder. If Buyer’s specifications are for items not usually offered as standard by the Seller, the Buyer will defend, protect and save harmless the Seller against claims or suits, including counsel fees, for actual or alleged patent or licensing infringements.
- Title to Designs
Seller retains legal title and ownership of designs, drawings and specifications created by the Seller. Seller shall hold Buyer’s data, documentation, processes, and personnel confidential. Data relating to the equipment and/or services (hereinafter “Products”) encompassed in this proposal or contract may not be reproduced or disseminated to others unless specifically authorized by Seller (or Buyer, in the case of Buyer information) in writing.
The Buyer assumes all responsibility for securing from the proper Governmental authorities (a) any approval of the plans and specifications; and (b) any permits required by federal or state laws and municipal ordinances for the installation of the Products to be furnished hereunder; and (c) for any fees in connection therewith. If any changes are required in the Products to meet the approval of said Government authorities, the Buyer shall inform Seller of such changes and shall reimburse the Seller for changes actually made to comply with the requirements of said authorities.
- Product Changes, Specification Changes, and Correction of Terms
Seller will make changes in the Products, Specifications, and Contract Terms and as are requested by the Buyer and agreed to by Seller in writing. Any changes to the work which affect pricing or delivery shall be identified to the Buyer for approval prior to implementing such changes, unless the Buyer has waived such approval. In no event shall Seller be obligated to proceed with any change unless the foregoing contract modifications have been agreed upon in writing. Schedule performance guarantees and other terms and conditions of the contract shall be modified appropriately so that there will be no impairment of Seller’s ability to fulfill any of its obligations to the Buyer or others.
- Duration and Acceptance of Proposal
This proposal is subject to acceptance by the Buyer within a period of thirty days from the date thereof, except that Seller shall have the right to withdraw its proposal at any time before formal acceptance by the Buyer.
- Cancellation and Order Holds
Full cancellation of orders cannot be accepted if the manufacture of the Product has been started. Orders cancelled by the Buyer will be invoiced for all accrued costs including vendor cancellation charges to Seller and any sales costs, engineering costs, plus overhead and profit thereon. Order Holds may cause the Seller to incur some additional costs (vendor and financial institution fees, for example) which may be passed along to the Buyer along with other carrying costs and overhead and profit thereon.
The terms and conditions set forth herein contain the sole and entire agreement between Seller and the Buyer, and supersede all prior discussions, proposals, quotations, negotiations, representations and agreements, and shall not be modified or amended, except by an instrument, in writing, signed by or on behalf of both Seller and the Buyer. Any clerical or typographical errors are subject to correction. This agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. Paragraph headings and numbers are for convenience only, and do not constitute part of these terms and conditions.