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QUOTATION - ADDENDUM
Foreign Exchange: The prices for the Products are set in USD currency. During the first week of each calendar quarter, the Parties shall establish the exchange rate (as applicable) to be applied to the current quarter's pricing. The parties will calculate the next quarter's exchange rate by determining the changes between the current exchange rate and the average of the three prior month-end exchange rates. The prices for the Products shall be subject to review and adjustment at the beginning of each calendar quarter if the average of the three prior month-end exchange rate between the applicable currencies as reported on Oanda () is five percent (5%) greater or less than the then current exchange rate. If there is a fluctuation of greater or less than five percent (5%), the applicable pricing will be recalculated using the new average exchange rate during the current quarter. Following mutual agreement to such calculations, the adjusted prices shall apply.
STANDARD TERMS AND CONDITIONS OF SALE
(SDP Telecom Inc. hereinafter SDP)
It is the essence of this agreement that in addition to the terms and conditions set forth below; the following 3 pre-conditions govern all interactions between the parties:
The Buyer shall not copy nor encourage others to copy SDP's technology knowing that the damages to SDP resulting from such copying would not only exceed the price of any sale but constitute many multiples of same in damages.
If at any time the Buyer is in default to pay money to SDP then other sums of money owing to SDP that would otherwise not be due and payable shall immediately become due and payable.
The Buyer shall be bound by SDP's return materials authorization program ("RMA"), which program is available from SDP upon request. The RMA grants the Buyer 30 days from delivery of Products in which to report any non-conformity, pursuant to which SDP's quality assurance department will review these claims and determine exact cause and action to be taken.
Terms and Conditions:
Offer of Sale - Any purchase order issued in response to this offer to sell is considered to be Buyer's acceptance of these Terms and Conditions ofSale. SDP shall not be bound by any additional, different or conflicting terms of conditions set forth in Buyer's purchase order.
Price - Prices will be those in effect on order date. Written or verbal quotations expire at the end of 30 days, unless otherwise agreed to by SDP in writing.
Taxes - The amount of any present or future duties, taxes or other charges imposed on any transaction between Buyer and SDP shall be added to the prices quoted or invoiced and shall be paid by Buyer, except those already charged on the face hereof. Buyer shall provide SDP with a tax exemption certificate acceptable to the authorities imposing the same. Buyer agrees to pay for products and any shipping or other charges in full on the terms set forth in SDP's invoice or other documents.
Payment - Payment is due on or before 30 days after date shipped F.O.B. SDP's factory. In addition to all other remedies SDP has under applicable law, in the event of Buyer's default, SDP shall have the right to charge interest on overdue balances at the rate of 2% per month. Buyer shall also pay all costs of collection including, without limitation, attorney's fees and legal costs.
Reservation of Right - SDP reserves the right to require payment at the time of order or to ship C.O.D. It is agreed that title to and the right to possession of any article not fully paid at time of delivery to Buyer, shall be retained by and remain the property of SDP until said purchase is fully paid.
Shipping - All shipments will be made in accordance with the instructions contained in Buyer's purchase order and are F.O.B. SDP's factory.
Delay in Performance - SDP shall not be default nor liable for any expense, loss or damage occasioned by a delay in performance due to causes beyond its control, including but not limited to labour disputes, floods, fire, reasonable transportation delays, inability to obtain materials, or manufacturing equipment breakdown.
No Cancellation - Given the customized nature of SDP's products, orders placed cannot be cancelled by Buyer, nor can deferred deliveries of goods made up or in process, be extended beyond the original delivery date specified unless specific written authorization is obtained from SDP.
Non Conforming Delivery - The Products supplied by SDP shall be fully accepted by the Buyer if the Buyer does not inform SDP within 30 days of the shipment of defect or non-conformity and would be considered NCNR. Notwithstanding the foregoing any use of the Product by the Buyer, either within the Buyer's equipment or is the Product is resold by the Buyer and/or by any of the Buyer's agents, employees, contractors or licenses shall constitute acceptance of the Product. In no event shall SDP be liable for incidental or consequential damages arising from or relating to a non-conforming shipment or failure to deliver. SDP shall not be liable for any claims whatsoever, unless it shall have been received from the Buyer within 30 days from the date of shipping, written notice of such claims specifying in detail and with reliable certainty all defects forming the basis of such claims.
Indemnification - If SDP makes a Product to Buyer's specifications, or if SDP's Product has been modified or altered in any way by any party other than SDP after shipment, or if any party other than SDP has misused, misapplied, damaged or been guilty or negligence in relation to a Product, Buyer agrees to hold SDP harmless and indemnify it against any loss, cost, damage or liability paid or incurred by SDP: (a) from any and all third party claims; or (b) resulting from any recall, inspection, testing replacement or corrosion of any Product; or (c) resulting from the violation of any law, regulation rule, order or restriction of any governmental authority resulting from or incident to the sale of a Product to Buyer; or (d) resulting from any actual or allege infringement of any patent, copyright or similar common or civil law right of third party resulting from sales of a Product to Buyer; and any legal costs or defense, attorney's fees, inspector's fees and/or costs of testing incident to any of the foregoing.
Limitation of Liability - SDP shall not be liable, whether arising under contract, tort (including negligence), strict liability, or otherwise, for loss of anticipated profits, loss of reason of plant shutdown, non-operation or increased expense or operation, cost of money, loss of use of equipment, capital or revenue, or for any economic or consequential loss of damage. SDP's maximum liability, whether arising from breach of contract, tort (including negligence), strict liability, breach of warranty or otherwise shall not exceed the purchase order price.
Warranty - SDP warrants only that a Product will be free from defects in materials and workmanship when products are installed and operate in accordance with factory recommendations and instructions. This warranty specifically excludes damages or wear to Products caused by misuse, abrasion, corrosion, negligence, accidents, faulty installation or by dispensing material incompatible with the Product. Any warranty claims must be made in writing within the warranty period which is 12 months. The sole liability of SDP and the executive remedy of the Buyer arising out of the supply or use of a Product, whether arising under contract, tort (including negligence), strict liability or otherwise shall be the modification, adjustment, repair or replacement of the goods, or refund of the purchase price.
Governing Law - Any contract resulting from this offer to sell shall be governed by the laws of the place of the address of the defendant provided herein in any judicial proceeding taken, and, jurisdiction shall also be exclusively the said address of said defendant.
By submitting this form I accept the terms & conditions stated above. In addition, I authorize inquiry as to credit information. I further acknowledge that credit privileges, if granted, may be withdrawn at any time.
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