Standard Terms of Sale

New World Associates, Inc.
Standard Terms of Sale

All sales of products by New World Associates, Inc. (“Seller”) made in the United States shall be undertaken pursuant to the following terms and conditions unless otherwise agreed to in writing between Seller and Purchaser:

SECTION 1. TERMS OF PAYMENT
Payment by Invoice:
All invoices shall be due and payable Net 30 days from the date of invoice. All freight charges will be prepaid and added to invoice unless otherwise specified. If, in the judgment of Seller, the financial condition of Purchaser does not justify continuance of production or shipment under the terms specified, Seller may require full or partial payment in advance, or payment pursuant to a letter of credit. In the event of delay in payment, Seller shall have the right to suspend deliveries, or require full or partial payment in advance, or cancel the order until full payment is received. The Purchaser agrees to pay all legal fees and court costs incurred by the Seller to collect any amounts owed by the Purchaser, including reasonable cancellation charges to cover material, labor and overhead costs expended by the Seller.

Payment by Credit Card:
Payment by Visa or Mastercard is accepted. When placing an order by credit card the charge will be processed upon shipment of the product(s). All freight charges will be prepaid and added to the credit card charge. Please be sure to provide your exact details, since incorrect information may cause delay in processing your order. There is no additional surcharge for paying by credit card.

SECTION 2. PARTIAL SHIPMENTS
Prorated payments shall be required as partial shipments are made.

SECTION 3. RETURNS
Written permission must be obtained before returning equipment for any reason. Seller will be obliged to refuse receipt of goods returned without Seller’s permission.

SECTION 4. SHIPMENT
In ordering, Purchaser should state explicitly the method of shipment preferred, and in the absence of shipping directions, Seller will use discretion in method of shipment. Shipments will be insured at Purchaser’s expense unless otherwise specified.

SECTION 5. TERMS OF SALE; CLAIMS
All goods are sold F.O.B., Seller’s factory, and Seller’s responsibility shall end upon delivery to first carrier. All claims for loss or damage must be rendered by the consignee against the transportation company within fifteen (15) days of receipt. A copy of such notice shall also be forwarded to Seller within five (5) days of receipt.

SECTION 6. CANCELLATIONS
Orders may be cancelled by Purchaser before delivery and only upon written notice and payment to seller of reasonable and proper cancellation charges.

SECTION 7. DELIVERIES
Delivery promises are necessarily approximate. Every effort will be made to fill orders within the time promised,and Seller expects to keep such promises unless prevented by inability to procure materials, strikes, fires, accidents, or other uncontrollable causes.

SECTION 8. SALES AND SIMILAR TAXES
Any tax imposed by any present or future law of Federal, State or any other government authority on the manufacture and/or sale of the articles covered by this quotation, shall be added to the amount to be paid by Purchaser.

SECTION 9. GOVERNING LAW
The laws of the Commonwealth of Virginia shall govern the sale of any products hereunder and all rights and obligations of the Seller and the Purchaser in their commercial dealings with each other.

SECTION 10. COPYRIGHT
The Seller shall grant Purchaser authorization to download additional copies of manuals furnished under this Order from Seller’s website.

SECTION 11. NOT FOR RESALE
Purchaser agrees and represents that it is buying for its own internal use only, and not for resale.

SECTION 12. WARRANTIES– SELLER’S PRODUCTS
Seller hereby warrants for a period of one (1) year from the date hereof (the “Warranty Period”) that the products sold hereunder (individually a “Product” and collectively “Products”) shall be in conformance with specifications agreed to in writing by Seller; provided that: (i) the Product is installed, implemented and operated in accordance with all instructions supplied by Seller; (ii) Purchaser notifies Seller of such defect during the Warranty Period; (iii) Purchaser has properly installed all updates recommended by Seller with respect to any other equipment or software that materially affects the performance of the Product; (iv) Purchaser has properly maintained all associated equipment, software and environmental conditions in accordance with applicable specifications and industry standards; (v) Purchaser has not introduced other equipment or software creating an adverse impact on the Product; (vi) Purchaser has paid all amounts due hereunder and is not in default of any provision hereunder or in any Agreement with Seller; and (vii) Purchaser has made no changes to the Product. Any unauthorized changes to the Product will void the warranty provided under this section. EXCEPT AS SPECIFICALLY PROVIDED ABOVE, SELLER DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. SELLER SPECIFICALLY DISCLAIMS ANY WARRANTY OR ASSURANCE THAT THE PRODUCT SHALL BE FREE FROM ERROR OR DEFECT, INCLUDING ERRORS OR DEFECTS IN THE DESIGN, FUNCTION OR CONTENT OF THE PRODUCT. Purchaser’s sole and exclusive remedies for Seller’s default hereunder(including breach of the warranty described above) shall be: (i) to obtain the repair, replacement or correction of the Product to the extent covered by any applicable warranty hereunder or, if such remedy is not economically or technically feasible, (ii) to obtain a refund of the amounts actually paid hereunder with respect to the Product. In no event shall Seller, its principals, agents, owners or employees be liable for any amount exceeding the amounts paid by Purchaser to Seller with respect to the Product. In no event shall Seller, it principals, agents, owners or employees be liable, whether in contract, tort (including negligence) or otherwise, for any indirect, incidental or consequential damages (including lost profit or business interruption even if notified in advance of such possibility) arising out of or pertaining to the use, operation or unavailability of the Product or any other matter arising out of or pertaining to matters discussed herein.

SECTION 13. WARRANTIES – OTHER PRODUCTS
Other items sold by Seller are sold under the brand or trade name of their respective manufacturers. ALL SUCH OTHER PRODUCTS ARE SOLD WITHOUT ANY WARRANTY OR MERCHANTABILITY, OR FITNESS, OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. However, to the extent any such other products are warranted by the manufacturers, or others, for the benefit of Purchaser, Seller will use its best efforts to assist Purchaser in forwarding any warranty claim to the party responsible for its disposition. Seller shall not be liable for consequential damages, in any event.

SECTION 14. WARRANTIES – REPAIR PRODUCTS
All repair work done by Seller is warranted to be free from defects in material and workmanship under normal use and service. Seller’s obligation under this warranty is limited to and the exclusive remedy hereunder shall be, at the option of Seller, repair or replacement, F.O.B. Seller’s factory, of any defective parts installed by Seller, when returned to Seller, transportation prepaid, which Seller’s examination discloses to have been factory defective. The time limit of this warranty is three (3) months from date of shipment. THIS WARRANTY IS IN LIEU OF ANY WARRANTY OR MERCHANTABILITY, OR FITNESS, OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. Seller shall not be liable for consequential damages, in any event.

SECTION 15. WARRANTIES – EXPENDABLE ITEMS
This warranty does not cover any expendable items such as lamps, fuses, etc.

SECTION 16. LIMITATION ON TERMS OF PURCHASE
Orders submitted on Purchaser’s own Purchase Order forms, which contain statements, clauses, or conditions modifying, adding to or inconsistent with the terms and provisions herein contained, are accepted by Seller only upon condition and with the express understanding that the liabilities of Seller shall be determined solely by its own terms and conditions of sale, and in accepting and consummating any such order Seller shall be deemed not to have in any way modified its liabilities or obligations as fixed by such terms and conditions of sale as stated by Seller herein, and unless written notice to the contrary is received by Seller within ten (10) days, additional terms contained herein shall become part of Purchaser’s contract with Seller.

SECTION 17. CONTACT
For additional information please visit our website at www.newworldassociates.com. Purchaser may send any requests for information to inquiries@newworldassociates.com.

New World Associates, Inc.
641 Prince Edward Street
Fredericksburg, VA 22401
(540) 373-1435
(540) 371-5069 Fax