LIMITATION OF LIABILITY: Utech will not be liable for any indirect, incidental, special, or consequential damages, or damages or costs of procuring substitute products or services, however arising, even if it has been advised of the possibility of such damages. Utech's liability for damages arising out
of the relationship of the parties or the provision or non-provision of products or services (whether in contract, tort, or otherwise) shall in no event exceed the amount paid to Utech for this Order, and if such damages result from a specific product or service, such liability shall be limited to fees paid for the specific products or service giving rise to the liability from which the claim arose. You agree to the allocation of liability set forth in this section entitled "Limitation of Liability" and acknowledge that without such agreement to the limitations contained herein, the fees charged would be higher. By accepting- this Order, or any part of it, you agree to and accept the above limitation of liability provision.
SHIPMENT: All shipping dates are approximate. Utech Electronics shall attempt to comply with but will not guarantee shipping date and loading and routing instructions. Utech Electronics reserves the right to allow or prorate shipments against all orders, whenever, in its judgement, such pro ration is necessary. In the event of any default by Purchaser, Utech Electronics may decline to make further shipments without in any way affecting rights. If, despite any default by Purchaser, Utech Electronics elects to continue to make shipment, its action shall not constitute a waiver of any default by Purchaser or in any way affect Utech Electronics legal remedies for any such default.
CLAIMS: In the event of extensive damage to a shipment and just cause to suspect hidden damage, the carrier should be notified that delivery will not be accepted. Claims by Buyer against Utech regarding pricing discrepancies or quantity errors must be made within 10 days upon receipt of shipment and Utech given an opportunity to investigate. No claims will be allowed until approved by Utech's accounting department. Buyer is solely responsible for the invoice of products, all costs relating to transportation, delivery and insurance of products, and will make claim with its carrier in the event of loss or damage. Buyer acknowledges that delivery is F.O.B. point of origin (Scarborough, Ontario, Canada) as determined by Utech. Title and risk of loss or damage in respect to the products shall pass to Buyer upon tender to the common carrier, Buyers agent or employee at Utech's warehouse or other point so designated by Utech .
TITLE AND DELIVERY: All sales are made F.O.B. Utech Electronics. Unless otherwise agreed to in writing by Utech Electronics, Purchaser shall pay
all freight, cartage, handling and installation charges. Title and risk of loss or damage shall pass from Utech Electronics to Purchaser upon Utech Electronics placing the material purchased hereunder into the possession of the carrier, such carrier acting as Purchaser's agent. All claims for damage must be filed with the carrier.
PRICES: Irrespective of any prices quoted by Utech Electronics or listed on Purchaser's order, an order is accepted only at the prices shown on the face of the Utech Electronics Acknowledgement.
TERMS AND METHODS OF PAYMENT: Invoices are payable at the address set forth on the face hereof or as otherwise specified on the invoice. Exchange charges or charges for returned cheques will be charged to the Purchaser's account. Terms of payment are subject to change by Utech Electronics at any time. The amount of credit extended by Utech Electronics to Purchaser may be changed and such credit may be withdrawn by Utech Electronics at any time. Utech Electronics reserves the right to require Cash with Order (in whole or in part), C.O.D. or Letter of Credit with all costs of collection (plus 18% interest on Drafts not paid at maturity) for the account of Purchaser. In the event of the bankruptcy or insolvency of Purchaser or in the event any proceeding is brought by or against Purchaser under any bankruptcy or insolvency laws, Utech Electronics shall be entitled to (i) stop in transit or divert to itself any shipment in transit (ii) cancel any order then outstanding in addition to any other remedies under law, receive reimbursement for its cancellation charges. Each shipment shall be considered a separate independent transaction, and payment therefore shall be
made accordingly If for any reason Purchaser is not prepared to accept delivery goods, Utech Electronics may store the goods at Purchaser's expense and risk and such storage shall constitute shipment and delivery to the Purchaser.
FORCE MAJEURE: Utech Electronics shall not be liable for delivery delays, failure to deliver or failure to otherwise perform occasioned by strikes, lockouts, labour difficulties, riots, inability or difficulty in obtaining or procuring supplies, parts, materials, labour or transportation, fires, storms, floods, earthquakes, explosions, accidents or other acts of God, interference by civil or military authorities, whether legal or de facto, acts of the public enemy, war, rebellion, insurrection, sabotage, embargoes, car shortage, orders given priority by any public authority or any other cause beyond the control of Utech Electronics.
RETURNED GOODS ORDERED IN ERROR: Upon factory authorization and placement and acceptance of a corrected order form standard Utech Electronics product which Purchaser has ordered in error may be returned to Utech Electronics, transportation charges prepaid. All such returned products must be new, unused, in the original carton, and in Purchaser's possession no longer than 30 days. Purchaser shall pay to Utech Electronics a restocking charge in an amount equal to the greater of 25% of the purchase price or $25. Any material modified or built to Purchaser specification may not be so returned.