to electrical performance test, to environmental and/or life test processing required
by applicable specifications.
B. Seller assumes no responsibility for, refund or replacement of products shipped
at the Buyer's request prior to successful completion of acceptance and/or qualification
test performed by Seller, except those subject only to Buyer's incoming visual inspection.
5. PATENTS. Seller shall defend any suit or proceeding which is based on a claim that
any products or part thereof, furnished under this contract constitutes an infringement of
any valid United States patent, if notified promptly in writing and given authority,
information and assistance for the defense or settlement of same. In case said product, or
part thereof, is in such suit held to constitute infringement and the use of said product
or part is enjoined, then Seller shall at its own expense and at its option, either procure
for the Buyer the right to continue using said product or part, or replace same with
non-infringing comparable products, or modify it so it becomes non-infringing, or refund the
purchase price thereof. The forgoing states the entire liability of Seller for patent
infringement by said product or part thereof.
6. TERMS OF PAYMENT. Payment terms for sales within the USA are Net Thirty (30) days from
date of shipment with approved credit. International sales require a Letter of Credit on a US
Bank prior to shipment from Systel Corporation.
7. TITLE AND DELIVERY. All shipments within the 48 contiguous United States by Systel
Corporation shall be F.O.B. point, of shipment. The title to hardware products and the risk
of loss pass to Buyer upon delivery to carrier at shipping point.
8. CONTINGENCIES. Systel Corporation shall not be responsible for any failure to perform
due to unforeseen circumstances or to causes beyond its control. Examples of such causes are
acts of God, War, Riot, Embargoes, Acts of Civil or Military Authorities, Fire, Flood, Accidents,
Strikes or Shortages of Transportation, Facilities, Fuel, Energy, Labor or Materials. Systel
Corporation may defer delivery for a period equal to the delay caused by such contingency.
9. CANCELLATION.
A. Default. If Buyer defaults, Systel Corporation may decline to make further shipments
and/or may terminate Buyer's order without affecting Systel Corporation's rights and remedies
including, but not limited to, any right to cancellation and bill back charges. If Systel Corporation
continues to make shipments after Buyer default action shall not constitute a waiver nor affect Systel
Corporation's legal remedies.
B. Cancellation - Standard Products. Buyer is responsible for one hundred percent (100%)
payment if any order scheduled for delivery within thirty (30) days is canceled. Upon written notice
to Systel Corporation, Buyer may cancel any order for standard products scheduled for shipment beyond
thirty (30) days after Seller receives Buyer's cancellation notice. Buyer shall be liable for any
applicable bill back charges resulting from such cancellation. Buyer shall also pay, as a
rescheduling/restocking charge, twenty-five percent (25%) of the price specified on order sheet for
each canceled product unless Buyer reschedules the order for delivery within one hundred twenty days
(120) days.
C. Cancellation - Custom Products. If Buyer cancels orders for products containing design,
markings, packaging or other specifications unique to Buyer, Buyer shall pay the following cancellation
charges in addition to any applicable bill back charges.
Percent of Purchase Number of Days Before
Price to Scheduled Delivery that
be Paid Written Cancellation
Upon Cancellation Notice is Received
100 0-30
75 31-60
50 61-90
20 91-120
10. CONTROLLING LAW. This Agreement shall be governed by, subject to, and construed according
to the laws of the State of Texas. For the purposes of applying to Texas law, this Agreement shall
be deemed to have entered into and wholly performed in Texas. Buyer warrants, and it is a condition
of this acknowledgment, that Buyer has complied, and will continue to comply with applicable laws,
and order of the United States Government, and of any state or political subdivision thereof, including
all statutes, regulations, and directives that are applicable to Buyer's purchase thereunder. Without
limiting the foregoing, Buyer further warrants that they have complied with all applicable provisions
of the Fair Labor Standards Act of 1938, as amended; and all regulations and orders issued by the U.S.
Department of Labor, as well as US export regulations including, but not limited to, the International
Trafficking and Arms Regulations (ITAR). Buyer further agrees to defend, indemnify and hold Seller
harmless from and against claims, losses, damages, costs and expenses that may be sustained by reason
of Buyer's failure to meet any of the above requirements.