Buyer shall pay Seller, unless otherwise agreed in the Contract or required herein, all invoiced amounts in US dollars, without discount or offset, within thirty (30) days from the invoice date. If the Contract value exceeds USD 50,000, payment terms will require milestone or other intermediate payments. For export orders or if Seller has not established credit terms for Buyer, Seller may require full payment in advance, a down payment and/or an irrevocable, sight letter of credit, at Buyer’s expense. Any amounts not paid when due are subject to interest at the rate of 1½% per month or at the highest rate permitted by law, whichever is less. Seller shall have the right to suspend or stop work if payments or payment security are not received as required and any agreed delivery schedule shall be adjusted for the delay.
Acceptance shall be accomplished using Seller’s applicable test procedures or specific procedures Seller develops in cooperation with Buyer. If installation is not included in Seller’s Scope of Work, acceptance tests will be conducted at Seller’s plant. If Buyer’s order specifies source inspection, Seller will give Buyer at least five calendar days’ notice of the date of the factory acceptance testing. If installation is included in Seller’s Scope of Work, acceptance shall occur at the installation site upon demonstration of the applicable test procedures or if the Product is otherwise operating according to specifications. Non-conforming claims must be made in writing within ten (10) calendar days after Seller’s completion of acceptance tests or Buyer’s inspection or the Product will be considered accepted. If mutually scheduled installation is delayed by Buyer for more than thirty (30) calendar days after the scheduled date, Buyer shall be deemed to have accepted the Product on the thirty-first (31st) day after the scheduled date. Buyer is solely responsible for proper storage and protection of items awaiting installation at their or end-user’s facility. Storage charges may be assessed to Buyer for Product that has been delayed more than thirty (30) days beyond the scheduled shipment date.
Seller will not be responsible for delays due to events or circumstances beyond its control such as, but not limited to, fire, flood, severe weather or other acts of God, war, terrorist events, piracy, strikes, actions of governments in their sovereign capacity to include the issuance of export or import authorizations if required, or failure of its suppliers to deliver materials for reasons beyond their control.