II. PRICE AND PAYMENT
Require payment in advance of delivery in relation to any Goods noot previously delivered; refuse to make delivery of any undelivered Goods without incurring any liability whatever to the Buy for non-delivery or any delay in delivery;
SHIPPING AND RISK OF LOSS
LIMITATION OF LIABILITY
CONFIDENTIALITY, PROPRIETARY RIGHTS AND REVERSE ENGINEERING
INTELLECTUAL PROPERTY RIGHTS
Neither party shall have the right to assign its rights or obligations except with the written consent of the other party, provided, however, that a successor in interest by merger, by oepration of law, or by assignment, purchase of otherwise of the entire business of either party, shall acquire all interest of such party hereunder. Any prohibited assignment shall be null and void.
The failure of either party to enforce at any time the terms, conditions, requirements or any other provisions of this Agreement shall not be construed as a waiver by such party of any succeeding non-performance of the same term, condition, requirement or any other provision of this Agreement.
The headings of paragraphs contained herein are for convenience and reference only and are not a part of this Agreement, nor shall they in any way affect the interpretation thereof.
The parties agree that if any portion of this Agreemenet shall be held illegal and/or unenforceable, the remaining portions of this Agreement shall continue to be binding and enforceable provided that the remaining portions of this Agreement would not defeat the overall business intent of the parties, or give one party any substantial financial benefit to the detriment of the other party.
Neither party shall be liable for any failure or delay in performing its obligations hereunder if such delay of failure is due to acts of God, fires, floods, explosions or other catastrophes, strikes, slowdowns, or labor stoppages of any kind, freight embargoes, unusually severe weather, or any other causes beyond the control and without the fault or negligence of the parties. In the event of a delay or failure to perform due to any such cause, the time for performance shall be extended for a period of time equal to the time lost by reason of such cause.
PSI RETURN REPLACEMENT SERVICE
Customer shall register Consumable and Parts problems with PSI Engineering by phone at 1-905-858-3600. This phone access line will be available to Customers from 8:30 AM to 5:00 PM (Eastern Time), Monday to Friday, excluding holidays. The customer must provide current configuration pages via fax or email, printed at the time of the claim, prior to the part or consumable (s) being replaced.
If required, PSI Engineering shall then issue a Return Material Authorization (hereinafter “RMA”) number to Customer for a claimed defective unit.
If required, Customer shall then return to PSI Engineering, freight prepaid those defective Consumables or Parts for which an RMA number has been provided.
PSI Engineering shall make reasonable efforts to promptly provide Customer with a replacement unit for all defective Consumables and Parts received at its designated location. Transportation costs for the return of replacement units to the Customer shall be paid by PSI Engineering. If the replacement unit or parts are not covered by warranty or deemed defective, the Customer agrees to pay accordingly, the amount on the sales order plus applicable charges such as shipping, VAT, etc.
PSI Engineering shall credit the Customer’s account based on the configuration pages that are required with all warranty calls. The consumables are prorated and credited to the customer’s account upon approval of the warranty claim.
GOVERNING LAW AND JURISDICTION