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Download Terms & Condititions

1. Acceptance. PURCHASER may accept this quotation by either indicating its acceptance on the quotation or by issuing a purchase order to
CNC PROS expressly referring to this quotation. This quotation is made on the terms and conditions set forth on the face of this quotation
and no others. PURCHASER’s acceptance shall be limited to the terms and conditions of this quotation. No alterations, additions,
subtractions, or supplemental terms are acceptable unless and until expressly and mutually agreed on in a writing signed by both parties
and notice of objections is hereby given to any proposed changes whether major or minor in character.
2. Sale. CNC PROS agrees to sell, and PURCHASER agrees to buy the goods described in this quotation in the quantity, for the price and upon
the payment terms set forth in this quotation.
3. Shipment. All risk of damage to or loss of the goods at any time after arrival at the F.O.B. point set forth on the cover page hereof is
assumed by PURCHASER, and any such damage or loss shall not prompt receipt of all necessary information. CNC PROS shall have no
liability for loss or damage (including incidental or consequential damages) resulting from CNC PROS delayed performance or shipment.
CNC PROS shall not be responsible if any shipment or delivery hereunder is delayed by reason of any cause whatsoever, whether direct or
indirect, beyond CNC PROS’s reasonable control, and shipment and delivery may be canceled by CNC PROS at its option without liability
hereunder if the cause of delay continues for ninety (90) days or more following estimated delivery date. If CNC PROS, upon removal of
such cause or causes of delay, resumes making shipments or delivery, the shipment or delivery shall be extended for a period equal to
the time lost by reason of delay.
4. Inspection and Rejection. The PURCHASER agrees to inspect the goods on arrival and, in the event of nonconformity of the goods, to
exercise its rights of rejection not later than fifteen (15) days after receipt of the goods. In addition to such other duties as the law may
impose onrejection PURCHASER agrees to comply with all reasonable instructions for CNC PROS.
5. Taxes. All prices are exclusive of federal, state, local and other excise, sales, use, property, and transportation, occupational and other
taxes relating to the sale now or hereafter imposed, together with penalties and expenses, all of which shall be paid by PURCHASER. The
PURCHASER shall be responsible for collecting and/or paying all such taxes whether they are stated in any invoice for goods shipped and
shall indemnify CNC PROS with respect thereto. CNC PROS, at its option, may at any time separately bill PURCHASER for any taxes not
included in CNC PROS’s invoice, and PURCHASER shall pay said taxes, or in lieu thereof, shall provide CNC PROS with a tax exception
certificate acceptable to the taxing authorities.
6. Warranty. THE ONLY WARRANTY APPLICABLE TO THE GOODS SHALL BE THE MANUFACTURER’S STANDARD WARRANTY THAT SHALL BE
DEEMED TO BE A WARRANTY FROM THE MANUFACTURER TO THE PURCHASER. CNC PROS DOES NOT MAKE ANY WARRANTY
CONCERNING THE GOODS. THE MANUFACTURER’S WARRANTY TO PURCHASER IS IN LIEU OF ALL OTHER WARRANTIES AND THERE ARE
NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICLUAR PURPOSE. PURCHASER SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE AND SUITABILITY OF THE GOODS.
THIS WARRANTY IS NOT ASSIGNABLE OR OTHERWISE TRANSFERABLE TO ANY SUBSEQUENT PURCHASER OR USER OF THE PRODUCTS.
7. Limitation or Liability. IN NO EVENT SHALL CNC PROS BE LIABLE TO PURCHASER FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES OR LOST PROFITS. EVEN IF CNC PROS HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, OR FOR PURNITIVE DAMAGES ARISING
OUT OF OR RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF. CNC PROS LIABLITY TO PURCHASER
HEREUNDER, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL OF THE AMOUNTS PAID TO CNC PROS BY THE PURCHASER HEREUNDER.
8. Security Interest. PURCHASER hereby grants to CNC PROS and CNC PROS hereby retains a purchase money security interest in all of the
goods sold by CNC PROS and held by PURCHASER hereunder and all replacements therefor, additions thereto, and goods made therefrom
(the “Collateral”) to the fullest extent provided for under the Uniform Commercial Code. The PURCHASER specifically authorizes the filing
by CNC PROS of an initial financing statement; an amendment that adds Collateral or that adds a debtor covering the Collateral.
PURCHASER shall keep the Collateral free from any adverse lien, security interest or encumbrance and will not waste or destroy the
collateral or any part thereof or use or store the collateral in violation of any statute or ordinance.
9. Installation and Training. The goods will be installed by CNC PROS, without additional charge, at PURCHASER’s facility identified on Order
Acknowledgement provided that PURCHASER shall provide a suitable installation location and all utilities and other services required to
allow CNC PROS to assemble and prepare the goods for PURCHASER’s use. CNC PROS shall provide PURCHASER with CNC PROS customary
training of PURCHASER’s personnel. Any other or additional training will be at an agreed upon rate.
10. Cancellation of Orders. PURCHASER shall not countermand or cancel order or cause the work or shipment to be delayed, except with the
written consent of, and upon terms agreed by CNC PROS. Orders cancelled after the order has been placed will be subject to a
cancellation charge up to 30% of the purchase price. This amount varies by builder.
11. Entire Agreement. When accepted, this quotation shall constitute the entire, full, and complete agreement between the parties and
supersedes all prior understandings, writings, quotations, purchase orders, representations, or communications, oral or written, of either
party. This agreement may only be amended by a writing executed by the authorized representatives of both parties.

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