ORDERS All orders are received subject to acceptance by KURZ INSTRUMENTS, INC. at the factory in Monterey, CA,
U.S.A., herein referred to as COMPANY, and may be accepted only on Company’s printed acknowledgement form.
Purchase orders for Company products and services must be made out to the Company and must be received in
writing at Monterey, CA before performance is completed unless otherwise approved by the company.
QUOTATION AND PUBLISHED PRICES Until acceptance, all written quotations are subject to change upon written
notice to the buyer and are void after 30 days unless otherwise specified on quote. Verbal quotations are good only
on the day on which they are made by an authorized representative of the Company.
The prices shown on the published price lists and other published literature issued by the Company are not offers
to sell and are subject to confirmation by specific quotation and acknowledgement. All published prices and discounts
are subject to change without notice.
SEALED BIDS are subject to these Standard Conditions of Sale unless specified otherwise in bid and agreed to by
TAXES Prices are exclusive of all foreign, federal, state, municipal or other government excise, sales, use,
occupational, duty, or like taxes now in force, or enacted in the future and therefore are subject to an increase equal in
amount to any tax the Company may be required to collect or pay upon the sale or delivery of the items purchased.
TERMS The terms of sale shown in the published price list shall apply from the date of shipment by the Company.
If the Company in its judgment at any time deems that by reason of the financial condition of the Buyer or otherwise
the continuance of production or shipment on the terms specified herein is not justified, the Company may require
full or partial payment in advance. Certain orders may, in the judgment of the Company, because of their nature or
the delivery involved, require progress payments. Pro rate payments shall become due as shipments are made. Terms
are cash net 10 days. Amounts past due are subject to a service charge of 1.5% per month (or fraction thereof).
Should the Buyer be in default of the terms stated above, the Company shall add to the Buyer’s account, all
reasonable costs, including attorneys’ fees, filing fees and any other fees or expenses deemed reasonable by the
Company in collecting the amounts due.
PACKING The Company makes no charge for its standard packing for domestic shipment. The Buyer may be
charged for export packing or other special packing required, the cost of which will be quoted upon request. No
credit or deduction will be allowed if no packing is required.
DELIVERY Shipping dates given by the Company are approximate and are based on prompt receipt of all necessary
information regarding the order. The Company will use its best efforts to meet the ARO date provided the Buyer supplies
all necessary information and data promptly, but cannot be held responsible for causes beyond its reasonable
control. The Company shall in no event be responsible for loss of profits, damages incurred by the buyer to its customers
or other consequential damages resulting from Company’s failure to deliver within the time specified herein.
In the event of any delay requested by the Buyer or any delay caused by lack of shipping instructions, the
Company will store all items ordered at the Buyer’s risk and expense, and will invoice the Buyer for the full contract
price of the apparatus on or after the date on which the same is ready for delivery. If manufacture is delayed by the
Buyer, payment shall be made based on the percent of completion and the contract price.
SHIPPING COSTS AND INSURANCE Shipments are f.o.b. factory, Monterey, CA, freight and insurance prepaid and
added, or freight collect unless otherwise requested and agreed to by the Company. If insurance is being provided
by the Buyer a formal statement of Buyer responsibility must accompany purchase order. Customer is responsible
for notification in writing to the Company within 72 hours of any loss or damage of the shipment if the shipment
was made f.o.b. destination. In the absence of specific instructions, the Company will select the carrier.
CHANGES The Buyer may from time to time, but only with the written consent of the Company, make any change in
the order. In the event of any such change, the Buyer shall pay to the Company the reasonable costs and other
expenses (including engineering expenses and all commitments to its suppliers and sub-contractors incurred by the
Company prior to receipt of notice of such change for all work rendered unnecessary by such change or incurred by
the Company thereafter for all work required to effect such change. In either case, an amount determined by the
Company in its discretion by applying to the amount such costs and other expenses and the Company’s usual rate of
profit for similar work. In the event of any such change, the Company shall further be entitled to revise its price and
delivery schedules to reflect such change.
CANCELLATION In the event of cancellation, the Buyer shall be liable for the payment of reasonable cancellation
charges, which shall not exceed the unit retail list price of the items cancelled and shall include among other things
expenses already incurred by the Company, actual liabilities against Commitments incident to the order involved,
and properly allowable indirect charges as well as a reasonable profit. No delivery delay requested by Buyer on an
order placed under this Agreement shall be effective unless covered by an amendment to the order that provides for
the payment of any agreed upon costs the delay imposes on the Company and that is accepted on the Company’s
printed acknowledgement form. Standard products only once delivered may be returned to the Company’s discretion
and upon approval from the Company in Monterey, CA, at a minimum charge for restocking of 20% of list price.
Return shipping charges are at Buyer’s expense.
If the Buyer makes an assignment for the benefit of creditors, if a voluntary or involuntary petition or other action
in bankruptcy or for reorganization or under any other insolvency law shall be filed by or against the Buyer, if the
Buyer shall admit inability to pay its debts, if trustee, receiver or liquidator is appointed for any part of the assets
of the Buyer, or if the Buyer fails to make payments to the Company in accordance with the terms hereof, the
Company may at its option cancel all undelivered parts of any order by written notice to the Buyer at no expenses
to the Company.
ACCEPTANCE — PRODUCT Unless otherwise agreed to by the Company, the criterion for acceptance of the
Company’s products including options shall be the successful operation of the product and options using the
Company’s standard test procedures applicable to the product and options involved. All acceptance tests shall be
run by Company personnel at the Company’s factory, unless otherwise allowed for and agreed to by the Company.
LIMITED WARRANTY— Liability for Repair and Replacement Only
Kurz products are warranted to be free from defects in material and workmanship from date of shipment from the Kurz manufacturing facility for 3 years for all B-Series products and 1 year for all other products. The Kurz obligation is limited to repairing, or at its option replacing, products and components that are verified and proven to be defective, at the manufacturing facility in Monterey, CA. Kurz warranty is limited to coverage of product specified and supplied by Kurz Instruments Incorporated.
Kurz extends this warranty only upon proper use and/or installation of the product in the application for which it was intended and does not cover products that have been modified without the Company’s approval, that have been subjected to unusual physical or electrical stress, or upon which the original identification marks have been removed or altered.
Kurz is not liable for installation charges, expenses of Buyer repairs or replacement, damages from delay or loss of use, or any indirect or consequential damages of any kind.
The customer is responsible for selecting the correct material of construction based on the material’s suitability for the intended use of the Kurz equipment.
Transportation charges to the Kurz manufacturing facility for materials shipped for warranty repair are paid by the shipper. Kurz will return repaired or replaced warranty products prepaid. No products will be accepted for warranty repair without prior authorization (RMA) from Kurz Instruments. No repaired products will be shipped from Kurz Instruments without prior authorization.
PATENT AND TRADEMARK INDEMNITY The Company will, at its own expense, defend any suit against the Buyer for
the infringement of United States patents and trademarks by products purchased from the Company and in any such
suit will satisfy any final award for infringement: except that the Company assumes no obligation to defend or
assume liability for damages (consequential or otherwise) resulting from infringements (a) of patent claims covering
any other products or any contemplated equipment or any assembly, combinations, method or process, in which,
or in the manufacture or testing of which any such products purchased from the Company may be used (not withstanding
that such products purchased from the Company may have been designed only for use in or may only be
useful in such other patented products or such patented equipment, assembly, circuit, combination, method, or
process, or in the manufacture or testing thereof and that such products purchased from the Company may have
been purchased and sold for such use), or (b) resulting from designs supplied by the purchaser, or for any trademark
infringement involving any marketing or branding applied by the Company or involving any marking or branding
applied at the request of the buyer.
The indemnity is upon the condition that the Buyer give the Company prompt notice in writing of any such suit
for infringement or threat of such suit and full opportunity to conduct the defense thereof. No costs or expenses
shall be incurred for the account of the Company without its written consent. At its option, the Company may, at any
time, replace or modify any products sold under this contract to avoid patent or trademark infringement provided
such replacement or modification does not materially affect performance. The Company’s liability under this indemnity
shall not exceed the purchase price of the infringing product.
DOCUMENTATION AND TRAINING In no event shall orders be accepted where payment is contingent on provision of
documentation, unless agreed to in advance. Documentation is generic in nature, no guarantee is made that the
documentation conforms to the equipment produced as built. As built documentation entails an additional charge.
The Company will supply reasonable written documentation including operator instructions. Factory and on-site
training in use and operation of the Company’s products may be made available at Buyer’s expense, subject to
acceptance by the Company.
PROPRIETARY RIGHTS Kurz Instruments, Inc. proprietary rights are included in information disclosed in instruction
manuals, user guides, drawings and quotations or any other document or information disclosed. No Kurz document
or information disclosed therein shall be reproduced or transferred to other documents or used by others for manufacturing
or for any other purpose except as specifically authorized in writing by Kurz Instruments, Inc.
SUBSTITUTIONS AND MODIFICATIONS The Company assumes the right to make substitutions and modifications in
the specifications of equipment designed by the Company providing that such substitutions or modifications will not
materially affect performance in the intended application.
TOOLS The Company shall retain title to and possession of any models, patterns, dies, molds, jigs, fixtures and
other tools made for or obtained in connection with this contract unless otherwise agreed to by the Company.
CONSTRUCTION All quotations are made and all orders are accepted by the Company with reference to the laws of
the State of California, the rights and duties of all persons and the construction and effect of all provision thereof
shall be governed by and construed according to the laws of the state.
Should any term or provision contained in these conditions contravene or be invalid under applicable law, the
contract of which these conditions form a part shall not fail by reason thereof but shall be construed in the same
manner as if such terms or provision had not appeared herein.
REGULATORY LAWS AND / OR STANDARDS The Company makes no promise or representation that its product will
conform to any state or local laws, ordinances, regulations, codes or standards, except as particularly specified and
agreed upon for compliance in writing as part of the contract between Buyer and the Company. The Company’s
prices do not include the cost of any related inspections or permits or inspection fees.
EXCUSABLE CESSATION OF PERFORMANCE FOR NON-PAYMENT Whenever Buyer fails to meet the payment
requirements set forth in this condition, manufacturer may cease performance and delivery and accelerate payment
of any and all unpaid charges, such cessation of performance shall not be construed to be a breach of any contract
or agreement and manufacturer will resume production as soon as reasonably possible upon receipt of payment of
all balances due.
NUCLEAR QUALIFICATION Equipment sold by Kurz Instruments, Inc. is not intended for use in connection with any
nuclear facility or activity unless covered by a specific quotation where the conditions of such usage will be detailed.
If equipment is used in a nuclear facility or activity without a supporting quotation, Kurz disclaims all liability for any
damage injury or contamination, and the buyer shall indemnify and hold Kurz, its officers, agents, employees, successors,
assigns and customers, whether direct or indirect, harmless from and against any and all losses, damages
or expenses of whatever form or nature (including attorney’s fees and other costs of defending any action) which
they, or any of them, may sustain or incur, whether as a result of breach of contract, warranty, tort (including negligence),
strict liability or other theories in law, by reason of such uses.