Terms and Conditions

PROVISIONS

1. No modification of the terms hereof shall be effective unless made in writing signed by both parties. Acceptance of this Agreement must be made on its exact terms, and if additional or different terms are proposed by Buyer, Buyer`s response shall constitute a counter offer, at John Mezzalingua Associates, Inc. d/b/a/ PPC approval.


2. Payment terms are net 30 days from date PPC invoice.


3. Delivery terms are F.O.B at PPC plant in Præstø, Denmark. Risk or loss shall pass to Buyer upon delivery to carrier at PPC plant. Dates of delivery are determined from the date of PPC acceptance of any order or orders by Buyer and are estimates of approximate dates of delivery. PPC shall not be liable for failure or delay in shipping products hereunder if such failure or delay is due to and act of God, fire, flood, sabotage, war, labor difficulties accidents, riot. Insurrection, act of any governmental authority, priorities granted at the request or for the benefit directly or indirectly of an government or agency thereof, shortage of raw materials, inability to meet current sales requirements, non-performance by vendors or subcontractors, or any cause reasonably beyond the control of PPC.


4. No agent, employee or representative of PPC has any authority to bind PPC to any affirmation, representation or warranty concerning the product sold under this Agreement and unless an affirmation, representation or warranty made by employee or representative is specifically included within this written Agreement, it is not part of the basis of the bargain and shall not be against PPC.


5. If the products to be prepared or manufactured according to Buyer’s specifications, Buyer shall indemnify PPC against any liability for product performance and patent or trademark infringement on account of such preparation or manufacture.


6. Any tax imposed by Federal, State or other Governmental authority on the sale of the products referred to in this Agreement shall be paid by Buyer in Addition to the purchase price.


7 PPC warrants each product delivered pursuant to this agreement shall be free of defects in design, material and workmanship under the normal use and service for which the product are intended. (a) Buyer gives PPC written notice of product defects within one (1) year after delivery for "active" products and within ninety (90) days after delivery for "passive" products. (b) PPC examination shall disclose , that the products where in fact defective and that the installation of the products had been performed in a competent manner. Appropriate manufacturer’s warranties will apply to all products supplied by PPC and manufactured by others. This warranty is in lieu of all other warranties expressed or implied, and does not apply to any products of PPC which may have been subjected to unauthorized repair or alteration or which have been subjected to misuse or abuse, and nether assumes or authorizes any person to assume for it any other liability in connection with its products.
PPC SHALL NOT BE LIABLE FOR CONSEQUENTIAL FOR OTHER TYPE DAMAGES RESULTING FROM THE USE OF ANY PPC PRODUCTS OTHER THAN THE LIABILITY STATED ABOVE. THIS WARRENTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR USE.


8. Terms of payment shall be subject to approval of PPC Credit Department and in case of doubt arising at any time as to Buyer`s financial responsibility, production may be stopped and shipments suspended until satisfactory assurances are received. PPC shall be under no obligation to make any shipment when Buyer is in default hereunder or under any other sales agreement between PPC and Buyer.


9. Security for payment. To secure the payment of any unpaid balances Buyer does hereby, setover, grant, and convey to PPC a security interest in the products and each of the parts thereof delivered pursuant to this Agreement together with all replacement parts, additions, repairs and accessories incorporated thereto and/or hereafter affixed thereto; to have and to hold the said security interests in said products and each of the parts thereof forever provided however, if Buyer shall make or cause to be made according to the terms hereof, payment in full in cash for the products and shall keep and perform the covenants and agreements herein contained, then this transfer shall be void; otherwise to remain in full force and effect.


10. PPC reserves the right to assess cancellation charge on the unshipped value of a purchase order. The cancellation charge will be a minimum of 20% up to the full value of the order.


11. PPC will assess a minimum of 25% of the value of all requests to return goods to our stock. PPC will only accept the return of unopened/sealed cartons. All returned product must be authorized in advance by a PPC representative accompanied by return signature accepting restocking charge. Credit for returned product will be at the discretion of PPC, based on the evaluation of age of product, quality and quantity and reusability.


12. Attorney in Fact. Buyer hereby irrevocably appoints PPC or PPC assignee its attorney in fact to file any financing statement or other documents and agreements to do what PPC or its assignee may deem necessary to continue to perfect the security interests crated by this Agreement and to protect the products and each of the parts thereof.


13. A handling charge will be added to orders amounting to less than EUR 300.00.


14. In keeping with ongoing product improvement, we reserve the right to make product changes at any time without notice. We will be pleased to assist our customers in the proper selection of our product line, however, the final responsibility for assuring that the product selected is suitable for the application rests with the user.


15. Any dispute arising out of the agreement and its terms and conditions shall be governed by Danish law, the Copenhagen Maritime and Commercial Court being the exclusive venue.