CRANDALL ENGINEERING LLC DBA CRAVE TECHNICAL STANDARD TERMS AND CONDITIONS GENERAL TERMS AND CONDITIONS OF SALE
The following terms and conditions of supply and payment are accepted by Buyer when it places the order and shall govern all aspects of the business relationship between the parties. General conditions of business of Buyer and departures from the terms and conditions shall be valid only if they are expressly acknowledged in writing by CRANDALL ENGINEERING, LLC DBA CRAVE TECHNICAL (“Seller”) and Buyer.
An order shall become binding upon Seller’s receipt of Buyer’s purchase order and written acceptance of these terms and conditions by both Seller and Buyer. The Buyer’s purchase order and this Agreement constitute and embody the entire understanding and agreement of the parties to this Agreement and, except as otherwise provided in this Agreement and the Software Agreement, there are no other agreements or understandings, written or oral, in effect between the Buyer and Seller specifically relating to the substance of this Agreement.
TERMS OF PAYMENT
Payments to the agreed terms shall be sent to Seller at the billing address below without any deductions for cash discount, expenses, taxes, dues or other reduction of any kind. Seller may change the billing address upon advanced written notice to Buyer.
Crandall Engineering, LLC
4145 Sinton Road
Colorado Springs, CO 80907-4231
Payment shall be deemed effected when the particular sum is available to Seller. The Buyer shall not withhold or reduce payment on account of complaints or claims of counterclaims to which Seller did not agree. Payment shall also be made if any support work is delayed or prevented by reasons beyond Seller’s control.
All payments shall be in US Dollars and due and payable in full within 30 days of the date of invoice. Past due invoices will be assessed finance charges at a rate of 1.5% per month, which Buyer agrees is a reasonable estimate of the costs Seller incurs with respect to late payments and is not a penalty. If accounts or service charges thereon are not paid when due, or suit is brought by Seller arising out of the non-payment of such amounts or service charges, then additional reasonable costs of collecting, including attorneys’ fees, will be charged and will be the responsibility of the Buyer.
Until complete payment of the agreed price, title to all objects delivered shall remain with Seller, including, but not limited to, title and/or license to the associated software and documentation.
TAXES
Buyer shall be responsible for all taxes (other than income taxes) due and payable in connection with the delivery of, and transfer of title to, the merchandise that is the subject of this Agreement.
TERMINATION
Buyer may terminate this Agreement at any time by giving written notice to the Seller. Upon termination the Buyer shall pay to Seller the following amounts as determined by the Seller: The price for all goods and services that have been completed, but not previously paid for in accordance with this Agreement and the actual price incurred for all work in progress, purchased components and raw materials at time of termination, provided that Seller must make all reasonable efforts to promptly stop all work in progress and cancel all cancellable commitments related to this Agreement upon receipt of Buyer’s written notice of termination of this Agreement. Notwithstanding anything herein to the contrary, upon the termination of the Software Agreement (defined below), this Agreement shall automatically terminate and be of no further force or effect.
SEVERABILITY
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be valid and effective under applicable law, but if any provision of this Agreement is found to be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of
such provision or the remaining provisions of this Agreement
CHANGE ORDERS
All changes affecting the scope of an order must be agreed to in writing by both Buyer and Seller.
WORKING CONDITIONS
Seller reserves the right to refuse to work under hazardous conditions. In case of doubt, mutual agreement must be reached prior to commencement of any work.
All staging and rigging required for access to equipment to be serviced shall be erected by and at the expenses of others and shall comply with reasonable safety requirements.
Seller shall comply with all plant safety regulations where applicable. However, any protective clothing or equipment, except the standard safety shoes, required by Buyer’s regulations shall be provided by Buyer.
INDEMNIFICATION
Buyer agrees to indemnify and hold Seller and its affiliates, successors, assigns, members, managers, directors, officers, employees, contractors, attorneys and agents (collectively the “Indemnified Parties”) harmless from any claims, losses or damage (including any amount paid in reasonable settlement of litigation, either threatened or pending) and all costs and expenses (including legal fees and other expenses reasonably incurred in investigating or defending against litigation, either threatened or pending) by third parties stemming from the use of the supplied goods and/or services. Seller does not warrant this design and/or final product to third parties for any purpose or use whatsoever.
In no event, regardless of cause or legal theory, shall the Seller be liable for incidental, special, indirect or consequential damages, including but not limited to loss of profits, revenue, interest, capital, financing, goodwill, use, business reputation, opportunity or productivity, whether real or alleged.
LIMITED WARRANTY
Custom Products: Warranty shall begin to run on the date of product delivery by Seller. For deliveries of goods and services which are not brought into service on the operating site by Seller, or by technicians specifically authorized by Seller, or which have been used for productive purposes before definitive final acceptance without the consent of Seller, the latter shall give no warranty. The warranty period on repaired or replaced components begins to run for a further period of ninety (90) days from the date of replacement, completion of repairs and acceptance or at the latest until the end of the warranty period for deliveries and services. The warranty shall expire immediately if the Buyer or third parties operate the delivered goods inexpertly, undertake inexpert modifications or repairs, or do not give the Seller an opportunity to remedy the defect itself. In addition, the Buyer shall make sure the damage is not allowed to become more extensive. If defects arise, Seller shall be allotted a reasonable amount of time to make appropriate modifications. A reasonable amount of time is defined as the time necessary to review stated defect, make the necessary changes, and deliver updated documentation.
Purchased Products: The warranty of the manufacturer shall apply for all distributed products.
SOFTWARE
To the extent the scope of supply includes software, the Buyer agrees to be bound by the Crandall Engineering, LLC Software Agreement (the “Software Agreement”), incorporated by reference herein. The Software Agreement shall be deemed to be accepted upon your execution of this Agreement, and you are bound thereby upon execution of this Agreement. Except as set forth in the Software Agreement, no granting of sub-licenses shall be permitted.
HALCON SOFTWARE
All HALCON software sales are final (not returnable). Purchase of HALCON Progress Editions (part number 000100091) requires an annual subscription at the then-current price. Buyer must give notice to Seller 3 months before subscription is set to expire if they wish to cancel; otherwise, an invoice will be automatically generated 30 days before the expiration date.
SHIPMENT
Shipment of the system as described in this proposal is scheduled as indicated in Buyer proposal. Shipment dates are based on conditions existing at the time of quotation. Seller shall make every effort to ship within the time estimated but cannot guarantee timely delivery in all instances. Failure to make shipments as scheduled does not constitute a cause for cancellation, a default or breach and/or for damages of any character. Delays in shipment caused by strikes, fires, delays of carriers and causes beyond Seller’s control do not constitute a breach of this Agreement; provided that Seller shall promptly ship any goods to Buyer as soon as the cause for delay is eliminated.
Unless otherwise agreed to in writing, delivery shall be made ex works. Packaging and shipment are performed at Seller’s choice and shall be paid for by Buyer.
NON-SOLICITATION
Buyer acknowledges that recruiting and training employees and sub-contractors is a costly and time- consuming endeavor. Should Buyer solicit directly or indirectly for employment, within one (1) year following the termination of this Agreement – measured from the last extension thereof – any person who was employed or contracted by Seller at the time of such solicitation, Buyer shall first pay Seller the sum of $35,000 per individual, which accurately reflects the reasonable value of Seller’s time and costs.
HEADINGS
The headings and captions contained in this Agreement are for convenience only and are not to be construed as part of this Agreement.
GOVERNING LAW
This Agreement is made under, shall be construed in accordance with, and shall be governed by the laws of the State of Colorado as applied to contracts made and performed solely within the State of Colorado.
