Flexible Assembly Systems,
Parent Company of FlexibleAssembly.com, FlexibleScientific.com, FlexibleIndustrial.com & FlexibleAutomationSupply.com
This Agreement is by and between Flexible Assembly Systems, Incorporated,
a California corporation, (the ''Seller,'') and its customer (the
''Buyer.'') Seller and Buyer are collectively referred to in this Agreement
individually as “Party” and collectively as the ''Parties.''
Description--Sale of Goods
1. Seller shall transfer and deliver to Buyer, and Buyer shall pay for and
accept, the goods identified in Schedule A, which is attached to this Agreement
and incorporated by reference (hereinafter “Goods”.)
2. The Goods shall be delivered by Seller on or by when the best estimate when delivery
can be made.
3. All prices of the Goods are
F.O.B. Place of Shipment.
4. Quotations of shipping dates are
based on best information available from Seller’s suppliers. Seller is
not liable for any damage arising from any delay or late delivery beyond its
control or the control of its suppliers. Shipping charges advertised are
an estimate and are subject to change based on the weight of the items(s)
As of January 1st, 2010 all orders
will incur a $5.50 handling charge regardless of shipping terms
requested. This applies to prepay-add & collect shipments.
Delivery in Lots
5. Buyer shall have the right to demand all of the Goods at one time during the
period stated in Paragraph 2, or in portions from time to time.
a. If "Complete" is selected as the ship
option additional delays may be incurred due to item(s) availability.
b. If "Partial" is selected as the ship
option then additional shipping charges may be incurred due to multiple
6. Established payment terms are terms seller has agreed to but are not limited
to Net 30. Payments not received by the required due date are subject to an
ACCOUNT HOLD and or a 5% LATE FEE per month of the amount due. Collection fees
Method of Tender
7. Identification of the Goods under Commercial Code Section 2501 shall occur
at the moment this Agreement is signed by the Parties and or goods delivered.
Risk of loss of the goods shall pass to the Buyer upon shipment by Seller.
8. Title to the goods shall remain with the Seller until Buyer takes physical
possession of the goods.
Cancellation of Orders
9. Buyer shall provide a written
request for the cancellation of orders for Goods, which have been placed by
Buyer with Seller. Merchandize that has been special ordered by Seller
may incur a Twenty Five Percent (25%) cancellation charge.
Disclaimer of Express Warranties
10. Seller warrants that the Goods are as described in this Agreement, but no
other express warranty is made in respect to the Goods. Goods manufactured by
any party other than Seller and sold by Seller will carry that manufacture’s
warranty, limited to the repair or replacement of the particular product at the
discretion of the manufacturer. Seller will assist in facilitating the
applicable warranty on behalf of Buyer, but is not responsible for said
warranty. If any model or sample was shown Buyer, that model or sample
was used merely to illustrate the general type and quality of the goods and not
to represent that the Goods would necessarily conform to the model or sample.
Disclaimer of Implied Warranties
11. The Goods are being sold on an
"as is" basis. The entire risk as to the quality and
performance of the Goods is with the Buyer. Should the Goods prove
defective following their purchase, the Buyer and not the Seller assumes the
entire cost of all necessary servicing or repair.
12. Flexible Assembly Systems, Inc.
offers 90 day warranty on parts and labor from the date of delivery for all
tool repairs. Customer’s must contact Flexible Assembly Systems, Inc. within
the 90 day period for any issues with regards to the repair to redeem warranty.
Tools that have been misused, altered, damaged, maintained improperly, or lost
will not be honored under the tool repair warranty. Any tools that have been modified or serviced
under the warranty period by technician that is not authorized by Flexible
Assembly Systems, Inc. will void the warranty.
Repair warranties out of the 90 period will not be acknowledged. Tools sent in under warranty are subject to
evaluation. Flexible Assembly Systems, Inc. deems at its sole discretion tools
eligible under warranty.
14. The price to be paid by Buyer shall be that contained on the Seller's price
list last published before the date of actual delivery of the goods.
Time of Payment
15. Buyer shall pay for the goods at the time and place of delivery, or by
established payment terms.
16. Payment for Goods that are
purchased from Seller will be subject to the following terms and conditions: a)
Accounts may be placed on a HOLD status if payments are not received by Seller
on the due date identified in Paragraph 14 herein. This HOLD will remain
until all payments on all open invoices, including collection fees, have been
received by Seller; b)The purchase price shall be deemed satisfied if the total
invoice amount is paid in full within the established payment terms from the
billing date shown on the original invoice.
Right of Inspection
17. Buyer shall have the right to inspect the Goods at the time and place of
delivery before paying or accepting them. Buyer has 48 hours to file a claim of damaged, lost, or missing items. Claims filed after 48 hours may not be honored.
Method of Payment
18. Payment shall be made in cash, check, or by credit card.
19. Buyer and Seller shall have all remedies afforded each by the Uniform
Successors and Assigns
20. All of the provisions of this
Agreement shall be binding upon and inure to the benefit of the Parties hereto
and their respective heirs, if any, successors, and assigns.
Choice of Law
21. This Agreement shall be
construed in accordance with and governed by the laws of the State of
California, with the exclusive jurisdiction of San Diego County.
22. Any controversy, claim or
dispute between the Parties hereto arising out of or related to this Agreement
or the breach thereof, which cannot be settled amicably by the Parties, shall
be submitted for binding arbitration in accordance with the provisions
contained herein and in accordance with the Commercial Arbitration Rules of the
American Arbitration Association ("Rules"); provided, however,
that notwithstanding any provisions of such Rules, the Parties shall have the
right to take depositions and obtain discovery regarding the subject matter of
the arbitration, as provided in the California Code of Civil Procedure.
Judgment upon the award rendered by the arbitrator may be entered in any court
having jurisdiction. The arbitrator shall determine all questions of fact
and law relating to any controversy, claim or dispute hereunder, including but
not limited to whether or not any such controversy, claim or dispute is subject
to the arbitration provisions contained herein. All arbitration proceedings
shall be held in San Diego, California. Notice of the demand for
arbitration shall be filed in writing with the other party to this Agreement
and with the American Arbitration Association
23. Should either Party hereto, or
any heir, personal representative, successor or assign of either Party hereto,
resort to legal proceedings in connection with this Agreement their
relationship with the Company, the Party or Parties prevailing in such legal
proceedings shall be entitled, in addition to such other relief as may be
granted, to recover its or their reasonable attorneys’ fees and costs in such
legal proceedings from the non-prevailing Party or Parties.
24. Any and all notices, demands, or
other communications required or desired to be given hereunder by any Party
shall be in writing and shall be validly given or made to another Party if
personally served, or if deposited in the United States mail, certified or
registered, postage prepaid, return receipt requested. If such notice or demand
is served personally, notice shall be deemed constructively made at the time of
such personal service. If such notice, demand or other communication is
given by mail; such notice shall be conclusively deemed given five days after
deposit thereof in the United States mail addressed to the Party to whom such
25. No amendment, change or
modification of this Agreement shall be valid unless in writing signed by the
Entire Understanding of Parties
26. This Agreement and any exhibit
attached constitute the entire understanding and agreement of the Parties, and
any and all prior agreements, understandings, and representations are hereby
terminated and canceled in their entirety and are of no further force and
27. If any provision of this
Agreement, or any portion thereof, is held to be invalid and unenforceable,
then the remainder of this Agreement shall nevertheless remain in full force
Authority of Seller's Agents
28. No agent, employee, or representative of Seller has any authority to bind
Seller to any affirmation, representation, or warranty concerning the Goods
sold under this Agreement, and unless an affirmation, representation, or
warranty made by an agent, employee, or representative is specifically included
within this written Agreement, it has not constituted a part of the basis of
this bargain and shall not in any way be enforceable.
29. No claim or right arising out of a breach of this Agreement can be
discharged in whole or in part by a waiver or renunciation of the claim or
right unless the waiver or renunciation is supported by consideration and is in
writing signed by the aggrieved Party.