Saelig Company Inc.

1. Saelig Co. Inc. ("Seller") submits all price lists, quotations, proforma invoices, (whether verbal, written or electronically transferred) to the Purchaser in accordance with the following Terms and Conditions (unless expressly modified in writing and signed by a Director).
2. Each Order received and accepted by the Seller is deemed to form a separate contract to which these Terms & Conditions of Sale apply.

1. Prices are FOB Fairport, NY in US Dollars according to pricing set by the Seller, unless specified otherwise. They are deemed to be valid for a period of 30 days from date of issue unless otherwise varied in writing.
2. Prices are exclusive of NY sales tax if applicable, packing costs and shipping charges to order destination.
3. Shipping costs quoted are estimates, the Seller reserves the right to increase such charges before dispatch in proportion to increased costs to the Seller, however caused.
4. Shipping insurance costs are the responsibility of the Seller.
5. Prices do not include local taxes and duties unless agreed in writing, as part of a special price list or as part of a specially negotiated Sales Contract.
6. Advertised prices are subject change without notice, due to currency fluctuations and other causes.  Printed adverts can take up to 8 weeks to get into print, during which time our distributors may raise prices or currency exchange rates may have changed.

1. Orders should be conveyed in writing by Mail, Facsimile, e-mail or Web ordering system with fully correct and accurate details to effect invoicing, delivery and payment for the goods/services.
2. No contract to supply will be deemed in operation until the Buyer has received the order acknowledgement confirming the goods and terms of the order, however placed.
3. At the Seller's discretion verbal orders may be accepted and a request for confirmation made. No contract to supply will be deemed made unless the Seller within 3 working days receives the requested confirmation and the Buyer has received by return the order acknowledgement confirming the goods and terms of the order.
4. Orders subject to a Special Price Basis must conform to and comply with those terms conveyed at order acceptance.
5. Availability and delivery times however conveyed are estimates and shall not be deemed to be of the essence.
6. The Seller reserves the right to reject orders.
7. Items not stocked by Saelig must be specially ordered and are therefore are purchased NCNR - non-cancelable; non-returnable

1. Pre payment by Visa, MasterCard, American Express or Bankers Draft payable through a US Bank are acceptable payment methods.
2. Credit account terms may be agreed with the Seller, with payment made not later than 30 days following the end of the month of delivery. The Seller reserves the right to vary such payment periods, purely at the Sellers discretion.
3. The Seller reserves the right to charge interest on any outstanding debt at 2% above base rate Statutory Interest, whichever is the greater.
4. Should litigation be entered into in pursuance of payment, the Seller reserves the right to charge interest at a rate acceptable under New York State law from the date of invoice.
5. Payment default however caused will automatically cancel any on-going Special Price Basis or special arrangements as may have been negotiated inter Seller, Customer or 3rd Party thereof. Saelig reserves the right to add collection fees and legal fees to accounts sent to collections and to recover sums owed upon cancellation of agreements. If we have a credit card on file for a customer, customer agrees to credit card being charged for defaulted payment.
    

1. Goods supplied by the Seller will be subject to the manufacturer's warranty, provided payment has been received to terms, and at no liability to the Seller.

1. Goods supplied (except custom-ordered parts) which have been ordered in error but are unopened and in saleable condition may be returned ONLY upon Saelig's prior approval, without refund of shipping charges thereon incurred during the purchase. A Saelig-provided Return Merchandise Authorization (RMA) number must be shown on the returned package.
2. A re-stocking/handling charge will be made of 15% of the goods sale value, deducted from the credit note/refund payment.
3. It is understood that goods that have been used may have subtle electrical damage and therefore cannot be returned.

HEALTH AND SAFETY

1. Ownership of the goods remains with the Seller until the Purchase has been paid for in full, including any sums owed by reason of cancellation of orders, Court fees, interest charged, etc.
2. The Purchaser shall be entitled to incorporate the goods into any other product or subassembly in the normal course of business on condition that ownership of the goods purchased remains with the Seller until fully paid for.
3. Risk in the goods passes to customer when they are delivered to the Purchaser.

1. Any claim for non-delivery of goods or damage in transit shall be notified to the Seller in writing within 3 working days of the fault/complaint being noticed. At the Sellers discretion the goods may be repaired or replaced at no cost to the Purchaser provided the Seller is satisfied as to the cause of such claim.
2. A warranty claim can be made within 3 calendar months from the date of invoice. After return of the goods to the Seller for investigation, the Seller may repair or replace the goods at no further cost to the Purchaser provided the Seller is satisfied as to the cause of such claim.

1. The Seller offers information in good faith as representing the characteristics of its products, but will not be held responsible for any damage or loss sustained as a result of any inclusion, omission or error in documentation, utility programs, library programs, verbal advice, web descriptions or other data. Liability under all circumstances is limited to the cost of goods purchased.
2. The Seller's products are not approved for use in medical applications without written consent. Such use includes, but is not limited to, use in life support systems.
3. Though we strive to provide correct parts per order request, any incorrect parts will be replaced upon notification.  We do not assume any responsibility for using or installing or assembling incorrect parts.  Especially, please inspect i.c. part numbers before assembly commences.

1. Documentation and software including the contents of utility programs, web site pages and library programs provided by the Seller are Copyright Saelig Co. Inc. or its suppliers (except where acknowledged). Written permission must be sought before any copy, even partial is made.

EXPORT AND USAGE

1. The Seller shall not be liable for any failure in the performance of any of its obligations caused by situations or factors outside the Sellers control.

1. New York State Law shall govern this contract.
2. In the event of a dispute between Buyer and Seller, should the Seller require, the Buyer agrees to submit the dispute to arbitration in accordance with the Arbitration Act at the time being in force, as legally binding alternative to U.S. Court action.
3. If at any time a term or condition (or part thereof) becomes void by action of due process of Law, the remaining provisions hereof shall remain in full force and effect.

1. Saelig Company will accept an irrevocable order for quantities of most items for delivery in multiple shipments within 12 calendar months from order date in order to give advantageous pricing over normal shipment-quantity prices. This is referred to as a Blanket Purchase - the customer providing a shipping schedule (even if tentative) of quantity and ship date at the time of order placement. This schedule can be amended as required, but may not be amended within 5 days of dock due date. A shipping charge would apply per shipment.   To receive this pricing, customers must quote the Saelig Quote/Estimate Number on Purchase Orders and their Blanket PO number on all subsequent Ship Date Revision Notices.

   The blanket order quantity is to be delivered within 12 calendar months from order date. If insufficient quantities are subsequently requested within the time period, the customer’s final invoice will be recalculated with an added line item adjustment for the difference between the price for the quoted volume and the price for the actual volume shipped.  

   Shipments will be released provided they do not create an account balance in excess of the customer’s credit limit.

   Saelig reserves the right to add collection and legal fees to accounts sent to collections.