Download INTEGRA COMPANIES, LLC TERMS AND CONDITIONS OF SALE

INTEGRA COMPANIES, LLC TERMS AND CONDITIONS OF SALE
Effective 14Jan2015
1. Acceptance
The offer by Integra Companies, LLC (“Integra”) to sell to the Customer identified on the Quotation or Order
Acknowledgement attached hereto (the “Customer”) the products identified on the Quotation or Order
Acknowledgement attached hereto (the “Products”) is expressly conditioned on Customer's acceptance of
these terms and conditions. Any of the following constitutes Customer's unqualified acceptance of these
terms and conditions: (i) Written acknowledgement of these terms and conditions; (ii) Issuance of a purchase
order for the Product(s), (iii) the Customer or any third party of the Product(s) for commercial purposes or
(iv) any other act or expression of acceptance by Customer. THE TERMS AND CONDITIONS SET FORTH
HEREIN SHALL SUPERSEDE ANY CONFLICTING TERMS CONTAINED ON CUSTOMER'S PURCHASE ORDER OR
ANY OTHER DOCUMENT OR INSTRUMENT SUBMITTED BY CUSTOMER IN CONNECTION WITH THE
PRODUCT(S). INTEGRA HEREBY GIVES NOTICE OF ITS OBJECTION TO ANY CONFLICTING TERMS IN ANY
SUCH CUSTOMER GENERATED PURCHASE ORDER, DOCUMENT OR INSTRUMENT AND DISCLAIMS ITS
ACCEPTANCE OF SUCH TERMS REGARDLESS OF ANY TERMS OF ACCEPTANCE SET FORTH IN ANY SUCH
PURCHASE ORDER, DOCUMENT OR INSTRUMENT. CUSTOMER'S FAILURE TO OBJECT IN WRITING TO
THESE TERMS AND CONDITIONS PRIOR TO THE EARLIER OF CUSTOMER'S ACCEPTANCE OF THE
PRODUCTS ORDERED OR FIFTEEN (15) DAYS AFTER DELIVERY THEREOF TO CUSTOMER WILL
CONSTITUTE AGREEMENT BY CUSTOMER TO THESE TERMS AND CONDITIONS.
2. Prices and Taxes
Integra reserves the right to change the prices of its products at any time without notice, unless otherwise
explicitly specified in a written Customer product quotation (with such quoted price to be effective for the
period of effectiveness set forth in the applicable quotation or thirty (30) days if no such period of
effectiveness is set forth in the applicable quotation). Any tax, duty, custom or other fee of any nature
imposed upon this transaction by any federal, state or local governmental authority shall be paid by Customer
in addition to the price quoted or invoiced. In the event Integra is required to prepay any such tax, Customer
will reimburse Integra for such prepayment.
3. Payment
Payment term shall be Net 30 days from the date of shipment by Integra unless otherwise agreed in writing
by Integra and Customer. All past due, unpaid balances will interest at the rate of the lesser of one and onehalf percent (1 1/2%) per month or the maximum interest rate permitted by applicable law. Integra reserves
the right to require C.O.D. or payment in advance payment terms from any Customer whose account is
overdue or who has an unsatisfactory credit or payment record, as determined by Integra in its sole
discretion. Integra may also refuse to ship Products to Customer until overdue accounts are paid in full and
shall have no liability to the Customer for doing so. If Customer (i) becomes insolvent, files or has filed against
it a petition in bankruptcy, makes any assignment for the benefit of creditors, or has a receiver or trustee
appointed for it or its property, (ii) takes action to liquidate or otherwise cease doing business as a going
concern, (iii) fails to provide adequate assurance or security for credit extended, or (iv) takes any other action
that Integra determines in its sole discretion adversely impacts the conditions under which credit was
extended, then all amounts outstanding from Customer hereunder shall at Integra’s option become
immediately due and payable. Customer is responsible for all costs and expenses incurred by Integra
(including without limitation attorneys’ fees and costs) in connection with its collection of overdue amounts
or otherwise in connection with its enforcement of its right hereunder.
4. Delivery and Shipment
Quoted shipping and/or delivery dates are based on estimates at the time of quotation. Upon receipt of a
purchase order from Customer, Integra will provide an Order Acknowledgement that includes an estimated
shipping and/or delivery date. Integra will use commercially reasonable efforts to ship the Products in
accordance within the acknowledged shipping and/or delivery dates, provided that the foregoing shall not
constitute a guaranty of compliance with the quoted shipping and/or delivery dates and Integra shall not be
liable for any direct or indirect costs or damages incurred by Customer or any third party, including without
limitation incidental or consequential damages, resulting from late deliveries. Unless otherwise agreed by
Integra in writing (i) Integra shall select the method of shipment of Products, (ii) Integra shall ship materials
FOB (Integra’s point of shipment), and (iii) all costs and charges for packaging, handling and shipping shall
be the responsibility of Customer, shall be invoiced to the Customer and shall be due and payable as set forth
in Section 3. Title to, and the risk of loss, damage or shortage of, such materials shall pass to Customer upon
delivery to the carrier regardless of notice to Customer. Integra assumes no responsibility for insuring
shipments unless specifically agreed to in writing by Integra, in which case the cost of insurance incurred by
Integra shall be for Customer's account.
5. Order Cancellation
Customer may cancel an order provided that notice of cancellation of order is provided, in writing, and
approved, in writing, by Integra. Customer will be responsible for reimbursing Integra for any and all goods
or services that were procured by Integra for Product(s) as well as any works-in-progress for Product(s) and
any charges incurred by Integra for the receipt or return of goods used to build Product(s).
6. Product Specifications
Integra may issue a Product drawing to Customer for review and approval. Approval of said drawing shall
constitute approval of all product specifications indicated on said drawing. For Products quoted by Integra
not requiring a drawing, Customer’s issuance of an order for such Products shall be deemed acceptance of
Integra’s production and testing techniques for said product. For purposes hereof, the term “Specifications”
shall refer, (i) in the case of Products where a Product drawing is issued and approved, solely to the product
specifications indicated on said drawing and, (ii) in the case of Products where a Product drawing isn’t issued,
solely to the specifications, if any, set forth on the Quotation or Order Acknowledgement attached hereto.
7. Inspection
Customer shall be responsible for inspecting all Products shipped hereunder prior to acceptance. If the
Customer has not given Integra written notice of rejection within 30 days following shipment to Customer,
the Products shall be deemed to have been accepted by Customer.
8. Warranty
Integra warrants that each of its Products will, on the date of delivery to Customer, substantially conform to
its Specifications. In addition, if the applicable Product includes a product specific, written warranty from the
manufacturer of the Product, then Integra hereby warrants such Product in accordance with such
manufacturer’s warranty. THE FOREGOING WARRANTIES ARE INTEGRA’S SOLE WARRANTIES AND ARE IN
LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, ORAL OR WRITTEN, INCLUDING IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. REPRESENTATIONS,
ORAL OR WRITTEN, WHICH ARE INCONSISTENT WITH THESE WARRANTIES ARE NOT AUTHORIZED AND IF
GIVEN, SHOULD NOT BE RELIED UPON.
THE SOLE AND EXCLUSIVE REMEDY OF CUSTOMER AND THE SOLE AND EXCLUSIVE OBLIGATION OF
INTEGRA FOR ANY BREACH OF THE FOREGOING WARRANTIES SHALL BE EITHER THE RETURN OF
CONSIDERATION PAID BY CUSTOMER TO INTEGRA RELATED TO THE BREACH, OR UPON INTEGRA'S
ELECTION, THE DELIVERY OF CONFORMING PRODUCTS TO CUSTOMER.
10. Limitation of Liability
IN NO CASE SHALL INTEGRA’S MAXIMUM LIABILITY ARISING OUT OF ANY QUOTATION, ORDER
ACKNOWLEDGEMENT OR PURCHASE ORDER, WHETHER BASED UPON WARRANTY, CONTRACT,
NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED IN THE AGGREGATE, THE AMOUNTS
PAYABLE UNDER THE QUOTATION, ORDER ACKNOWLEDGEMENT OR PURCHASE ORDER TO WHICH THE
CLAIM RELATES. IN NO EVENT SHALL INTEGRA BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF THE CUSTOMER’S OR ANY THIRD PARTY’S USE OF THE
PRODUCTS OR ANY OHER MATTER RELATED TO ANY QUOTATION, ORDER ACKNOWLEDGEMENT OR
PURCHASE ORDER TO WHICH THESE TERMS AND CONDITIONS APPLY.
11. Indemnification
Customer shall defend (using counsel of its choice, reasonably acceptable to Integra), indemnify and hold
harmless Integra, its directors, officers, employees, agents, successors and assigns, from and against any and
all losses, expenses, damages, claims, suits and liabilities (including court costs and attorneys’ fees)
(collectively, “Damages”) claimed by third parties arising as a result of the sale or distribution of Products by
Customer to third parties or the use of Products by any third party, except to the extent that such Damages
arise as a result of the failure of a Product furnished by Integra to conform, at the time of delivery, to its
Specifications.
12. Returned Goods
No products shipped under this contract may be returned without the express prior written authorization of
Integra. Products returned to Integra shall first be authorized by Integra after Customer completes Integra’s
Return Authorization form. Title to the returned products shall pass to Integra upon delivery of the products
to Integra’s facilities, inspection and acceptance by Integra in its sole discretion. All product returns are
subject to a restocking charge. No returns will be authorized after the later of 180 days following shipment to
Customer or the end of the warranty period applicable to the returned Product.
13. No Assignment
Orders are not assignable or transferable, in whole or in part, without the express written consent of Integra.
14. Governing Law
The laws of the Commonwealth of Massachusetts shall govern this agreement. Integra and Customer each
hereby irrevocably consents and submits to the exclusive jurisdiction of the courts of the Commonwealth of
Massachusetts and the United States District Court for the District of Massachusetts in connection with all
disputes arising under this agreement.
15. Severability
If any provision of these terms and conditions is held illegal, invalid, inapplicable or unenforceable, such
provision shall be deemed severed from these terms and conditions, the remainder of which shall remain in
full force and effect.
16. Entire Agreement
These Terms and Conditions shall constitute the final, complete, and exclusive statement of the terms of the
agreement between the parties pertaining to the sale of the Products and supersedes all prior and
contemporaneous understandings or agreements of the parties.