Terms of Agreement. The terms and conditions set forth herein constitute the entire agreement between Seller and Buyer. Any attempt to alter or omit any of such terms shall be deemed a rejection and counter-offer. Seller shall not be bound by any terms and conditions in Buyer’s order which add to, modify, conflict with or contradict any of the terms or conditions set forth.
Prices and Taxes. The customer’s order is being entered at the price shown on the front of this quotation for the described service. Any change in scope of work described herein is subject to additional charges. Prices are exclusive of all federal, state, municipal, or other governments excise, sales, use, occupational or like taxes or duties. Any such tax, fee, or charge of any nature shall be paid by the Buyer. The Seller reserves the right to amend prices without prior notice prior to acceptance of the purchase order.
Terms of Payment. Unless otherwise specified on this quotation, terms are thirty (30) days net from date of invoice for approved accounts. Other accounts require cash with order. Accounts past due will be subject to a monthly charge at the rate of one and a half (1.5%) percent per month (an annual rate of eighteen (18%) percent), to cover the cost of servicing these accounts.
Shipping Terms. Shipment is ex works (EXW) shipping point and includes no cartage, insurance charges, or taxes.
Risk of Loss. The risk of loss of the goods shall pass to Buyer upon loading of the goods into transportation equipment at the shipping point.
Shipment Dates. Xilix Systems LLC obligation to ship on time is expressly made subject to the terms of the scope of work stated. Any change or modification to said scope of work may result in delivery delays. Xilix Systems LLC shall make every reasonable effort to meet any delivery date(s) requested by Buyer, but will not be liable for its failure to meet such date(s).
Cancellation. In the event Buyer desires to cancel an order accepted by Xilix Systems LLC, Buyer shall provide a written explanation to Xilix Systems LLC, and the terms of cancellation shall then be subject to negotiation under which Buyer will pay reasonable cancellation fees. However, Xilix Systems LLC in no event waives any remedies available to it under applicable law.
Limited Warranty. Xilix Systems LLC warrants only the goods and workmanship offered under this quotation be free of defect for a period of twelve (12) months. Xilix Systems LLC does not accept responsibility for material or workmanship for goods supplied by other original equipment manufacturers. Warranty claims for components supplied by other original equipment manufacturers should be remedied through the respective OEM.
Remedies of buyer. Buyer’s exclusive remedy, and Xilix Systems LLC liability, for shipment of nonconforming goods or any breach of warranty are expressly limited, at Xilix Systems LLC option, to either replacement of the nonconforming goods at the EXW shipping point, correction of the deficiency at the EXW shipping point, or refund of the purchase price. Further, all defective or nonconforming goods must be returned to Xilix Systems LLC, charges prepaid, and with complete information as to service and maintenance. Xilix Systems LLC shall have no responsibility for goods which have been improperly maintained or subjected to abuse in operation or assembly.
Acceptance, Rejection and Revocation. Goods shall be deemed to have been accepted and Buyer’s right to reject nonconforming goods shall expire ten (10) business days after delivery of the goods or commissioning of a machine. Buyer’s right to revoke acceptance of nonconforming goods shall expire thirty (30) days after delivery of the goods or commissioning of a machine. If Buyer rejects or revokes acceptance of any goods tendered under this quotation, or attempts to do so, Buyer must notify Xilix Systems LLC in writing fully specifying all claimed nonconformities. The failure to specify any nonconformity shall constitute a waiver of that nonconformity. No returns may be made and no credits will be granted without Xilix Systems LLC prior written approval.
Disclaimer. Xilix Systems LLC shall not be liable for any loss, damage or penalty resulting from delay in delivery or performance when such delay is due to causes beyond the reasonable control of Seller, including, but not limited to, supplier delay, acts of God, civil or military authority, labor unrest, fire, riots, wars, embargos, unusually severe weather, shortage of power, explosion, or earthquake. This warranty is the only warranty by Seller with respect to the products delivered hereunder and may be modified or amended only by a written instrument signed by a duly authorized officer of the company. The agents, employees and representatives of Xilix Systems LLC are not authorized to make modifications to this quotation, or to make additional warranties binding on Xilix Systems LLC. Any such additional statements, whether oral or written, do not constitute warranties and should not be relied upon by the Buyer.
Limitation of Liability. The remedies of the Buyer set forth in these terms and conditions of sale are exclusive. Buyer assumes all risk and liability resulting from the use of the goods, whether used singly or in combination with other goods. Xilix Systems LLC shall not, in any case, be liable for special, incidental or consequential damages arising from breach of warranty, breach of contract, delay in delivery, negligence, strict liability in tort, or any other legal theory. Such damages include, but are not limited to, loss of profits or revenue, loss of use of the goods, cost of capital, cost of any substitute goods, facilities or services, cost of any recall, or claims of customers or employees of buyer for any such damages.
Indemnification: Customer will indemnify Xilix Systems LLC and hold it harmless from all claims made against Xilix Systems LLC in connection with its performance of the services to the fullest extent permitted under applicable law, except to the extent such claims arise as a result of Xilix Systems LLC’s gross negligence or willful misconduct.
Governing Law; Venue; Arbitration; Attorney’s Fees. This agreement shall be construed in accordance with the laws of the State of Texas (except its conflicts of laws principles). The exclusive venue to resolve any dispute related in any way to this agreement or the services provided or to be provided by Xilix Systems LLCto Customer shall lie in Williamson County, Texas. Any dispute related in any way to this agreement shall be resolved by binding arbitration under the Commercial Rules of the American Arbitration Association (except to the extent they conflict with this agreement). The prevailing party in any dispute related in any way to this agreement shall be entitled to recover his, her or its reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in the prosecution or defense of claims in such dispute.
Confidentiality. In the course of providing the services, Xilix Systems LLC may obtain trade secrets or confidential information of Client, or information held by Client under an obligation to a third party to keep that information confidential (together, Confidential Information). Xilix Systems LLC agrees not to use or disclose Confidential Information except (a) to provide the Services to Client or otherwise to perform this Agreement, in which case Xilix Systems LLC will require any third party recipient to commit in writing to be bound by similar terms protecting the confidentiality of such information, or (b) to comply with a subpoena, court order or obligation imposed by law, in which case Xilix Systems LLC will use reasonable efforts to give Client notice so that Client can try to protect or limit such use or disclosure. Client will mark all Confidential Information as “CONFIDENTIAL” so that Xilix Systems LLC can honor these commitments.
Intellectual Property: Any data and information provided the buyer has been developed using the Research & Development resources of Xilix Systems, LLC, and as such, this data or information is proprietary to and is confidential and/or a trade secret of Xilix Systems, LLC. All rights, title, and interest in any invention, idea, discovery, innovation, and/or other development that is made or conceived by Xilix Systems LLC or jointly by Xilix Systems LLC and others is solely the work of Xilix Systems LLC. By accepting services provided by Xilix Systems, LLC the buyer agrees to and accepts that Xilix Systems, LLC maintains all rights or claims to our intellectual property. Buyer further agrees that all designs, drawings, trade secrets, patent and copyrights, computer programs, software, computations, work papers, ideas, inventions, discovery, innovation, and/or all documents of any kind are solely Xilix Systems, LLC proprietary property. This addendum regarding Intellectual Property will supersede any terms that were outlined in any purchase or other agreement executed between buyer and seller, and by choosing to use Xilix Systems, LLC the buyer agrees to these terms. The buyer agrees not to reproduce, use or disclose this information, data, designs, drawings, schematics etc., in whole or in part to any person or organization without express written approval from Xilix Systems, LLC.