Terms of service

Terms and Conditions

A. These terms and conditions are incorporated into and made a part of the agreement or proposal (“Agreement”) by SatHarbor Services Corporation and any of its subsidiaries, unincorporated divisions or affiliates (“SatHarbor”) to sell to the named Buyer the goods referenced on the face of this document (“Goods”) and services (including, without limitation, any material management, assembly and kitting services, and engineering and design services (whether performed by SatHarbor or a subcontractor)) referenced on the face of this document (“Services”). The Agreement expressly limits Buyer’s acceptance to these terms and conditions. Buyer may reject the Agreement by not ordering or receiving any Goods or Services. The Agreement does not constitute an acceptance by SatHarbor of any offer or counteroffer of Buyer, and SatHarbor hereby rejects any additional, different, or inconsistent terms, conditions or limitations contained in or incorporated by reference in any forms, purchase orders or other documents of Buyer that already have been or hereafter may be presented to SatHarbor with respect to the Agreement.

B. If Buyer has submitted or will submit additional and/or different terms and conditions to SatHarbor, or submit a counteroffer to SatHarbor, SatHarbor’s subsequent performance will not be construed as either acceptance of Buyer’s additional and/or different terms and conditions or Buyer’s counteroffer, nor will SatHarbor’s subsequent performance be viewed as a willingness to accept any provision of the Uniform Commercial Code, as adopted by any State or Commonwealth, that is contrary or in addition to any of the terms and conditions hereof.

Prices2. 
A. Unless otherwise agreed to by SatHarbor in writing, SatHarbor’s prices for the Goods and Services will be the prices stated on the face of this document or SatHarbor’s standard prices for such Goods and Services as of the date hereof, provided that, where standard prices for Goods in the quantities ordered as calculated by SatHarbor extend beyond two decimal places, SatHarbor shall round such prices for Goods to the nearest two decimal places for purposes of determining Buyer’s payment obligation with respect to such Goods; provided, however, that SatHarbor may change the price for the Goods and Services in accordance with any change to its standard pricing for such Goods and Services prior to the date of shipment of Goods or performance of Services, as the case may be.

B. The prices of any and all Goods and Services shall be confidential, and Buyer shall not disclose such prices to any unrelated third party. SatHarbor and Buyer acknowledge and agree that money damages for any and all breaches of Buyer’s obligation not to disclose the price of any Goods or Services is both incalculable and insufficient and that any such breach would irreparably harm SatHarbor. Therefore, in the event of an actual or prospective breach of the obligation of Buyer not to disclose the prices of any Goods and Services, SatHarbor shall be entitled to a permanent and/or a preliminary injunction to prevent or remedy such breach and shall have the right to specific enforcement of this Agreement against Buyer in addition to any other remedies to which SatHarbor may be entitled at law or in equity.

Specifications 3. 
Unless SatHarbor has expressly agreed otherwise in writing, it is Buyer’s responsibility to ensure that the Goods and Services are the ones that it has requested and that all specifications and quantities are correct. SatHarbor HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES THAT GOODS AND SERVICES CONFORM TO ANY SPECIFICATIONS, DRAWINGS, DESIGNS, OR SAMPLES.

Shipment of Goods; Performance of Services 4. 
A. Shipment of all Goods shall be made F.O.B. point of shipment (Ex Works SatHarbor’s facility per INCOTERMS 2000 for international shipments). Buyer shall bear the risk of loss and damage to Goods after delivery to the point of shipment.

B. Any shipping dates for Goods or performance dates for Services given in advance of actual shipment of Goods or performance of Services are SatHarbor’s best estimates for informational purposes only, and deliveries of Goods and performance of Services will be made subject to prior orders on file with SatHarbor. Unless otherwise agreed to by SatHarbor in writing, SatHarbor may, in its sole discretion, use any commercial carriers for shipment of the Goods. SatHarbor will use its reasonable efforts to comply with Buyer’s requests as to method and route of transportation, but SatHarbor reserves the right to use an alternate method or route of transportation, whether or not at a higher rate.

C. Unless otherwise agreed to by SatHarbor in writing, Buyer will pay all insurance costs in connection with delivery of the Goods, if any, and be responsible for filing and pursuing claims with carriers for loss of, or damage to, Goods in transit.

D. Buyer is responsible for obtaining at its sole cost and expense any and all necessary licenses and permits for the Goods and Services, including, without limitation, any licenses and permits for transportation.

E. If Buyer is unable to receive the Goods when they are tendered, Buyer will be liable to SatHarbor for any losses, damages, or additional expenses incurred or suffered by SatHarbor as a result of Buyer’s inability to receive the Goods.

F. Buyer immediately will inspect all Goods upon its receipt of them and will be deemed to accept the Goods upon receipt. Any claims for shortages or discrepancies will be waived by Buyer unless made in writing to SatHarbor within five days of receipt of the Goods.

G. For wire and cable, delivery length tolerance is ± 10%. Cutting and Reel charges will apply when other than standard manufacturer lengths are requested and delivery lead-times may be adjusted. H. SatHarbor may cancel in whole or in part any order for Goods or Services under the Agreement at any time.

I. Until Buyer has fully and finally paid all amounts owed to SatHarbor for any Goods, Buyer shall hold such Goods in trust for SatHarbor, and SatHarbor may repossess them if Buyer fails to pay for them in a timely fashion.

Payment 5. 
A. All payments for Goods and Services must be made in United States currency unless specified in writing by SatHarbor. Payments for Goods and Services will be made by such means as SatHarbor may specify, such as by check or wire transfer, provided that SatHarbor may refuse, in its sole discretion, payment by any means, including, without limitation, credit cards.

B. Payment for Goods and Services is due within 30 days from the date of SatHarbor’s invoice; provided, however, that SatHarbor reserves the right, in its sole discretion, to require full payment in cash before order entry, shipment, or delivery.

*The detailed policy is subject to communication and the contract.