GENERAL: These terms and conditions are considered a part of the quotation or proposal and are in force upon receipt of a contract to supply products or perform services unless otherwise specified in the quotation or proposal. SEMAC is a commercial entity that serves as a sales representative and distributor for manufacturers of original equipment. Any and all government specifications or F.A.R. clauses will NOT be accepted as terms: all orders will be for standard commercial items only.

PRICING: All quotations and proposals are valid for 30 days from the date of quotation or proposal unless otherwise stated. All prices are in effect as stated in the quotation or proposal and are subject to change or withdrawal at any time prior to acceptance of Buyer’s order by SEMAC. Price increases may apply after acceptance of Buyer’s order by SEMAC as a result of circumstances beyond SEMAC’s control. Change orders or additional work beyond the original quotation or proposal (subject to consent by SEMAC) will be charged accordingly. Additional charges may be assessed for necessary travel and living expenses of personnel performing services as stated in the quotation or proposal outside of SEMAC’s established offices in Charlotte, North Carolina.

TAXES: Prices do not include any sales, use, excise or similar taxes. Any taxes SEMAC is required to pay or collect will be added to quoted cost or charged to Buyer as necessary. Buyer must provide SEMAC with appropriate tax exemption certificates acceptable to the taxing authority.

PAYMENT TERMS: Payment terms and conditions are as stated in the quotation or proposal. In the case of progress payments, work will stop if payment schedules are not maintained. Late payments will be assessed a charge of 1.5% per month beginning on the 15th day after payment is due. Delays caused or requested by Buyer, in the form of information or postponed shipping or other, will be assessed charges according to the delay and may affect the payment terms.

SHIPPING AND DELIVERY: All shipments are FOB point of manufacture. Special shipping, handling, or export arrangements are the responsibility of Buyer. While SEMAC will make every effort to maintain delivery schedules, all quoted dates are estimates and subject to change based on availability of applicable resources and components or due to circumstances beyond SEMAC’s control. SEMAC assumes no responsibility nor will make restitution for any cost incurred or projected by Buyer due to late shipments or deliveries.

CANCELLATION: In the event of cancellation by Buyer, all costs incurred prior to cancellation and expenses to cancel order will be paid by Buyer.

WARRANTY: Any item supplied by SEMAC shall be subject only to the warranty of the original manufacturer. SEMAC does not warrant that items supplied by SEMAC are suitable for Buyer’s intended purpose. SEMAC makes no other warranty, express or implied, with respect to any items supplied or services performed. THE WARRANTY CONTAINED HEREIN IS EXPRESSLY IN LIEU OF ANY AND ALL OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE.

LIMITATION OF LIABILITY: The liability of SEMAC with respect to any items supplied or services performed shall not exceed the purchase price paid by Buyer with respect thereto. In no event shall SEMAC be liable for any special, indirect, incidental, or consequential damages, including, but not limited to, loss of anticipated profits or revenues, loss of use, non-operation or increased expense of operation of equipment, cost of capital, or claims of customers of Buyer. In no event shall SEMAC be liable for damages of any kind or nature including personal injury resulting from improper or negligent use, operation, or alteration of any items supplied by SEMAC.

INDEMNITY: Buyer agrees to indemnify and hold harmless SEMAC, its successors and assigns, from and against any alleged patent, design, copyright, trade secrets, or trademark infringements resulting from SEMAC’s compliance with designs or specifications furnished by Buyer or with specific written instructions given by Buyer for the purpose of directing the manner in which SEMAC performs any services stated in the quotation or proposal.