Terms & Conditions

1. GENERAL:

a) The legal interactions between Proem Technology Company (PROEM) and Purchaser in connection with products and/or services (hereinafter referred to as “goods”) of PROEM shall be exclusively governed by these General Terms and Conditions which shall also apply to all future offers and agreements even if they are not specifically referred to. The Purchaser’s terms and conditions shall apply only if expressly accepted by PROEM in writing. The scope of goods shall be determined by the parties’ congruent mutual written declarations. Conditions and which do not comply with what is stipulated herein shall not apply even if PROEM accepts any service, supply, payment, or other benefit of any kind from the Purchaser without objection or if PROEM performs an order received from the Purchaser which order contains a reference to terms of contract used by Purchaser.

b) This contract shall not be assigned, modified, or cancelled without the prior written consent of PROEM, and any attempt to assign, modify, or cancel it without such consent shall be absolutely void.

c) Purchaser understands and agrees that these terms and conditions shall apply to all orders placed at any time by Purchaser including any orders placed after these terms and conditions were first delivered to Purchaser.

d) PROEM reserves any and all property rights and/or copyrights pertaining to its cost estimates, drawings, specifications, marketing materials, and other documents (hereinafter referred to as “Documents”). The Documents shall treated as strictly confidential and shall not be made accessible to third parties without PROEM’s prior consent and shall, upon request, be returned without undue delay to PROEM and in no way be used by the Purchaser if the contract is not awarded to PROEM.

e) Should the Purchaser choose to provide specifications to PROEM, PROEM is under no obligation to review such specifications for correctness and/or usability. PROEM shall not be required to research if the Purchaser’s specifications are sufficient and suitable for the purpose of use known or expected by the Purchaser. If PROEM renders advice or makes recommendations, PROEM shall be liable only if such advice or recommendation is rendered on a compensated basis and if intentionally gave wrongful advice or recommendation.

2. CHANGES AND CANCELLATION:

Orders accepted by PROEM are not subject to changes or cancellation by the Purchaser, except with PROEM’s written consent. If the sale covers product that must be manufactured especially for Purchaser and such change or cancellation is made, Purchaser shall take all completed goods at full price and all goods in process at cost plus pro-rata profit and Purchaser shall reimburse PROEM for any loss on materials purchased or on contract for completion of the order. This includes, but is not limited to, all blanket orders, including orders without firm release dates scheduled.

3. TITLE, RISK OF LOSS, PRICES:

a) Title and risk of loss shall pass to Purchaser upon delivery of goods to the carrier.

b) Prices are ex works. Unless otherwise provided by PROEM in writing, prices do not include the cost of, handling, freight, insurance, any production, sales, use, transfer, transportation, excise or other tax, tariffs, or custom duties.

c) Payments shall be made free of charge into PROEM’s bank account as specified in the order confirmation, invoice, or any such document.

d) If an agreement between PROEM and Purchaser has been made and the scheduled date of delivery of goods is more than 6 months after the effective date of the contract, should an unforeseen material price increase which are relevant for PROEM’s calculation of prices and which materially increases the costs of the goods, PROEM and Purchaser shall start in good faith negotiations regarding an appropriate adjustment of the prices agreed and reach an amicable agreement in this respect, provided that the reason for the goods being delivered later than 6 months after the effective date of the contract is not within PROEM’s liability.

4. DELIVERIES:

a) Delivery of any installment of product within 30 days after the date specified therefore shall constitute a timely delivery. Thereafter, delivery shall be deemed timely unless prior to shipment PROEM has received written notice of cancellation. Untimely delivery of one installment shall entitle Purchaser to cancel that installment only.

b) PROEM is not responsible for delays in delivery or non-performance resulting from causes beyond PROEM’s reasonable control. PROEM’s time for delivery shall be extended by the time required to eliminate such cause for delay. IN NO EVENT SHALL PROEM BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF A DELAY OR FAILURE TO DELIVER, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFIT OR REVENUES.

c) Unless otherwise specified in writing, partial shipments shall be deemed acceptable.

5. TERMS OF PAYMENT:

Upon credit approval and agreement in writing, terms of payment are net 10 days from invoice date, in U.S. dollars. PROEM reserves the right to charge interest on any unpaid balance at a rate of up to 5% per month, $50 minimum, (or the highest rate permitted by applicable laws, if lower) from the due date. Without credit approval, prepayment in full is required.

6. REMEDIES:

If Purchaser fails to pay when due any amount invoiced with this order, has breached any of Purchaser’s obligations to PROEM under this or any other contract, or if the financial or business responsibility of the Purchaser is unsatisfactory to PROEM, PROEM reserves the right, at PROEM’s option, to cancel the order without liability to Purchaser, suspend work on the order and/or future orders and/or withhold delivery of all or part of the goods, in all cases without prejudice to any other legal or equitable remedy, until past due payments are made and satisfactory assurance of payment received. Purchaser agrees to pay PROEM the cost of collection of overdue invoices, including, without limitation, attorneys’ fees. PROEM retains a security interest in all goods delivered under this order to secure payment of amounts due in respect thereof. PROEM shall, in addition to the rights and remedies herein set forth, be entitled to all rights and remedies provided for in applicable law(s) as from time to time amended, and at equity.

7. RETURNS/REPAIRS:

No return of product shall be accepted by PROEM without a return authorization number, which shall be issued at PROEM’s sole discretion. For product returns, contact PROEM at contactus@proemtechnology.com. Product returned without authorization may be subject to delay in handling or returned to Purchaser, at Purchaser’s expense. PROEM shall not be responsible for products returned unless returned with a valid return authorization number. All items returned shall be packaged with at least the equivalent of the original packing method and material. PROEM cannot accept returns that are contaminated with hazardous material. PROEM reserves the right to issue credit for defective materials where availability makes replacement impractical. All products found not defective shall be returned to the Purchaser, transportation charges collect. PROEM cannot accept billing for packing, inspection, or labor charges in connection with any return.

8. PARTIAL TOOL CHARGES:

Charges for special tools, dies, or fixtures required for production of the goods are partial and tools shall remain the property of the PROEM.

9. ERRORS:

Stenographic and clerical errors are subject to correction.

10. GOVERNING LAWS:

a) These General Terms and Conditions shall be governed by and interpreted in accordance with the substantive laws of Pennsylvania. Any action arising out of or related to this agreement must be commenced within one year from the date the right, claim, demand, or cause of action shall first occur, or be barred forever.

b) If any provision or portion hereof is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions or portions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER, OR WARRANTIES OR EXCLUSION OF DAMAGES, IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH.

4/2018