Preston-Eastin Intellectual Property
- Unless otherwise explicitly agreed to by Preston-Eastin, quotations expire 60 days from the date of the quotation. Quotations are applicable only to the specific equipment or services quoted, and are not applicable to future orders of the same or similar equipment or services. Quotations are valid only for the person or entity referenced in the quotation.
Specifications and Operating Parameters
- Preston-Eastin equipment designs, drawings, specifications and related data (collectively "Data") are proprietary to Preston-Eastin. Buyer is granted a royalty-free license to utilize such Data only in relation to Buyer's use of equipment purchased from Preston-Eastin. No other rights or licenses are granted. Buyer may not disclose the Data without Preston-Eastin's prior, written consent and may not disclose or utilize the Data in any manner contrary to Preston-Eastin's interests.
Terms of Payment
- It is Preston-Eastin's intention to provide significant, relevant information regarding product dimensions, specifications and pricing at the time of the quote. It is Buyer's responsibility to confirm that such dimensions and specifications are consistent with Buyer's requirements.
- Preston-Eastin manufactures and supplies products and services in reliance upon information and specifications provided by Buyer. Preston-Eastin specifically disclaims any and all liability, of whatever nature, resulting or arising from Buyer's failure to disclose fully all material operating conditions, design requirements, or other misrepresentations or omissions by Buyer. Buyer agrees to indemnify and hold Preston-Eastin harmless from all costs, losses, liability or damage, arising or resulting from: (1) Preston-Eastin's manufacture or supply of products in accordance with Buyer's specifications or requirements; (2) Buyer's installation, use, or maintenance of the products and not arising as the direct result of Preston-Eastin's sole fault or negligence; and (c) the repair, modification, or other work undertaken to meet Buyer's operating needs and resulting from Buyer's failure to timely and fully disclose all material operating conditions, design parameters, or other conditions.
- Payments terms shall be as per Preston-Eastin quotations. If not otherwise indicated by Preston-Eastin, payment terms for sales of less than $50,000.00 are net 30 days from date of invoice.
- If not otherwise indicated by Preston-Eastin, payment terms for purchase orders of $50,000.00 net, or greater, are 30% with the purchase order, 30% on design approval, 30% prior to shipment, and 10% net 30 days from date of invoice.
- Past due balances shall accrue interest charges of 1.5% per month, compounded monthly, from the date payment is due, plus all costs of collection, including attorneys' fees.
- Preston-Eastin reserves the right to require prepayment or other payment security (e.g., letter of credit).
- Exceptions to these payment terms are not valid unless documented and signed by an authorized representative of Preston-Eastin prior to acceptance of Buyer's purchase order.
- If orders accepted by Preston-Eastin are canceled by Buyer, Buyer agrees to pay all reasonable costs, expenses, losses, and damages sustained by Preston-Eastin in connection with such cancellation, including administrative and engineering expenses. In no event shall such cancellation fees be less than 30% of the gross purchase order price of all cancelled orders.
- Preston-Eastin shall have a possessory lien in all products sold by Preston-Eastin unless and until products are shipped to Buyer. Buyer hereby waives all claims for insufficiency of notice or other procedural deficiency in relation to this possessory lien of foreclosure of the possessory lien.
- Buyer's rights in, and claims to, Buyer's pre-shipment payments or down payments shall be extinguished and/or waived in the event of Buyer's failure to timely satisfy all payment obligations or failure to authorize shipment of the products in a commercially reasonable time and manner.
- All products are sold Ex Works, Preston-Eastin facility, unless otherwise agreed to by Preston-Eastin, in writing, prior to purchase. Freight costs, insurance, taxes, import duties, export preparation costs (where applicable), handling charges, and other costs are Buyer's responsibility. Risk of loss or damage to products shall transfer to Buyer upon shipment Ex Works, Preston-Eastin's facility.
- Commercially reasonable delays, including those arising from force majeure or other factors beyond Preston-Eastin's control (including but not limited to customer requirements changes or additions, customer delays, unavailability of materials, sub-contractor delays, etc.), shall not be subject to or give rise to damages, penalties or cancellation. Preston-Eastin does not agree to liquidated damages.
- Preston-Eastin does not guarantee freight carriers' performance, and is not responsible for shippers' delay, damage or other disruption of anticipated delivery.
- Many Preston-Eastin products may be bulky and heavy, and may not lend themselves well to the performance and practices of commercial freight carriers. If requested, Preston-Eastin will advise Buyer of certain private carriers that have demonstrated reasonable shipping practices.
- Large products must be crated prior to shipment by commercial carrier. The additional charge for such crating is approximately $750.00, and will be billed directly to the customer as part of the shipping cost.
- Buyer may not return products unless and until receiving written return authorization from an authorized Preston-Eastin representative. Upon approval, the Preston-Eastin representative will provide a Return Goods Authorization number that must accompany the returned shipment.
- Material returned for credit, if accepted by Preston-Eastin, is subject to a 20% restocking charge unless covered by warranty.
- Preston-Eastin warrants its standard products against defects in materials and workmanship, under normal use and service, for a period of three (3) years following date of shipment and engineered-to-order products for a period of one (1) year after date of shipment. Preston-Eastin's obligation under this warranty is limited to replacement, Ex Works Preston-Eastin facility, or repair, at Preston-Eastin's discretion, of any part of Preston-Eastin products that, within the applicable warranty period, is proven to be defective, provided Buyer has given Preston-Eastin immediate written notice upon the discovery of such defect. Preston-Eastin shall have sole authority to determine the type and means of repair or replacement in the event of such a claim. Preston-Eastin shall have the option of requiring the return of the defective product, transportation prepaid, to establish the claim. Preston-Eastin shall in no event be held liable for repairs or alterations unless made with its prior written consent or approval, including approval of the amount of costs for such repair or alteration. Preston-Eastin shall not be responsible for repairs made by others.
- Preston-Eastin will pass through to Buyer applicable warranties provided by manufacturers of commercial components of Preston-Eastin products.
- Preston-Eastin shall not be liable for any special, indirect or consequential damages, or for any damages arising from the use of products specified herein, except as provided by this warranty.
- THE WARRANTIES HEREIN GIVEN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUYER'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY SHALL BE, AT PRESTON-EASTIN'S OPTION, THE REPAIR OR REPLACEMENT OF THE GOODS, EX WORKS, PRESTON-EASTIN'S POINT OF SUPPLY. IN NO EVENT SHALL PRESTON-EASTIN BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE.
- Buyer agrees that the transaction subject to these Terms is performed within the State of Oklahoma; the transaction and these terms are to be construed according to the laws of the State of Oklahoma, U.S.A., without regard to that State's choice of law or conflicts principles; and the courts of Oklahoma shall have exclusive jurisdiction over any disputes or issues arising in relation to such transaction. Preston-Eastin's failure to enforce, at any time or for any period of time, any of the provisions of these Terms shall not be construed as a waiver of such provision(s) or of Preston-Eastin's right to enforce these Terms.
- Buyer agrees to indemnify and hold harmless Preston-Eastin from all claims, damages, liabilities, attorney's fees, and expenses arising from the ownership or use of equipment supplied by Preston-Eastin, except to the extent the same are attributed solely to Preston-Eastin's direct fault or negligence.
- Buyer agrees and affirms that its purchase, shipment and use of Preston-Eastin products complies with all export laws, rules and regulations then in force in the United States, in any country in which Buyer is located or does business, and in any country through which the goods may pass. Buyer certifies that the product is not intended for utilization or inspection by, or shipment or trans-shipment to or through, any country, entity, individual or end-use proscribed by the laws or regulations of the United States.