TERMS & CONDITIONS
The following terms and conditions, including those appearing on the front side of a quotation document, shall constitute the entire
Agreement for the purchase and sale of Newton Security Inc. products. Any acceptance is made expressly conditional upon the
assent to the terms which are different from, in addition to, or vary the terms contained in the Purchaser's purchase order or request
for quotations. Such assent shall be deemed to occur upon the failure of the Purchaser to object in writing specifically to such term
or terms within 14 days from the receipt hereof. Any terms and conditions contained in the Purchaser's purchase order or request for
quotation which are different from, in addition to, or vary Newton Security Inc. terms and conditions shall not be binding upon Newton
Security Inc. and Newton Security Inc. will object thereto.
Prior to the date of delivery of any product or products, the Purchaser shall have the right to make changes in its order provided
that Newton Security Inc. receives written notice of the desired changes and accepts the same and provided further that the Purchaser
accepts the additional charges therefore as determined by Newton Security Inc. Changes which interfere with or alter Newton Security
Inc. production schedules will not be accepted unless the time for performance is extended for such period as deemed necessary by Newton
Security Inc. Failure of Newton Security Inc. to accept a Purchaser's request to change its purchase order shall not be cause for the Purchaser's cancellation of its order except upon payment of a cancellation charge to be determined by Newton Security Inc.
- Newton Security Inc. shall have the absolute right to cancel an Agreement upon breach thereof by the Purchaser, failure by the
Purchaser to make any payment required by the Agreement, or the insolvency or bankruptcy of the Purchaser.
- A purchase order or any part thereof which is accepted by Newton Security Inc. may not be cancelled unless and until Newton Security
Inc. receives written notice of the cancellation, has determined the additional charge to be made and the same had been accepted and
paid by the Purchaser. Upon receipt of a notice of cancellation, Newton Security Inc. shall be entitled to take whatever action it
deems necessary and advisable to minimize cancellation charges.
- Newton Security Inc. warrants, except as herein after provided, each product sold hereunder which is assembled by it to be free from defects in assembly under normal use and service for a period of one year after shipment thereof to the original Purchaser.
- Newton Security Inc's Warranty extends only to the products assembled by it and is, to the extent permitted by law, in lieu of all other warranties, express or implied, including Warranties of merchantability and fitness for a particular purpose and any prior written or oral representations regarding such products made by Newton Security Inc, its employees, agents or representatives.
- Products or components thereof, supplied by any other party to Newton Security Inc, which are not assembled by Newton Security Inc, are covered only by the individual Warranty or such other party and copies of such Warranties will be furnished upon request.
- Newton Security Inc. reserves the right to inspect products claimed defective under warranty either at the Purchaser's location
or at Renton, Washington. A defective product is not to be returned to Newton Security Inc. unless authorized by Newton Security Inc.
Products so returned shall be returned to Newton Security Inc., freight prepaid. Any product proving defective due to faulty assembly
within one year from date of shipment will be replaced or repaired free of charge, F.O.B. Newton Security Inc., Renton, Washington.
Newton Security Inc. assumes no liability for labor charges incidental to the adjustment service, repairing, removal or replacement
of the product or other costs, or for the expense of repairs made outside of its factory except when made pursuant to Newton Security
Inc. prior written consent. Newton Security Inc., at its option, may ship a replacement or replacements immediately under standard
billing and make warranty adjustment after inspection of the defective product by means of credit memorandum.
Newton Security Inc. shall not be liable for damages or for delays in performance due to circumstances beyond its reasonable control, including without limiting the generality of the foregoing, any priority system established by an agency of the United States Government, fires, floods, storms, and other acts of God, accidents, strikes, insurrections, war, shortages of materials, lack of transportation and failure of performance of subcontractors and/or suppliers for similar reasons. Failure of Newton Security Inc. to perform for these reasons aforesaid shall not be grounds for Purchaser's cancellation of its order but the delivery date shall be extended accordingly.
Limitation of Liability
No claim made hereunder by the Purchaser, whether as to goods delivered or for non-delivery shall be greater than the purchase price of the goods in respect of which such claim is made, and Newton Security Inc. shall under no circumstances be liable for consequential damages.
- Agreements may not be assigned or otherwise transferred by Purchaser without the prior written consent of Newton Security Inc.
and any such assignment or transfer without prior written consent shall be null and void and of no force or effect whatsoever.
- Newton Security Inc's. failure to insist, in one or more instances, upon the performance of any term or terms of the Agreement shall not be construed as a waiver or relinquishment of its right to such performance or the future performance of such term or terms and Purchaser's obligation with respect thereto shall continue in full force and effect.
- Any notice or other communication required or permitted shall be sufficiently given if sent in writing by registered or certified
mail, postage prepaid, to the other party thereto at its respective address. Any such notice, if so mailed, shall
be deemed to have been received on the third business day following such mailing. Either party hereto may change its address for notice
purposes by written notice to the other party.
- The paragraph headings in an Agreement are used for convenience only. They form no part of the Agreement and are in no way intended
to alter or affect the meaning of an Agreement.
- An Agreement may be amended at any time by mutual agreement of the parties involved by an endorsement to the Agreement signed by
each of them.
- The invalidity, in whole or part, of any provision of an Agreement shall not affect the validity or enforceability of any other
of its provisions.
- An Agreement shall be governed by and construed in accordance with the laws of the State of Washington.
- When an Agreement is executed, Newton Security Inc. will certify that the goods were produced in compliance with all
applicable requirements of Sections 6, 7 and 12 of the Fair Labor Standards Act, as amended and of regulations and orders of the United
States Department of Labor issued under Section 14 thereof.
- All reasonable legal and collection costs will be charged to customer if referred for collection.
All applicable federal, state or local sales, use, or excise taxes are the responsibility of the Purchaser and shall be in addition
to the price or prices stated on the sales document unless otherwise specifically stated. Newton Security Inc. shall have the right
to invoice separately any such tax as may be imposed at a later time. Applicable tax exemption certificates must accompany any order
to which the same applies.
- Cash Payments: Net 30 days. A service charge at maximum rate allowed by law will be charged on balances which are over 30 days.
- A $25.00 fee will be charged to customer on all returned checks.
- F.O.B. - Shipping point unless otherwise stated.