Terms & Conditions

Terms and Conditions of Sales and Delivery

Purchase Order: Purchase orders for Products (or sometimes referred to as “Equipment”) must be made to Methods Automation Inc., 4 Glyndon Drive, Suite 2C, Reisterstown, MD 21136, 443-650-1000.

State and Local Taxes: Prices are exclusive of taxes, impositions and other charges, including: sales; use; excise; value added and similar taxes or charges imposed by any government authority; international shipping charges; forwarding agent’s and broker’s fees; consular fees; document fees; and import duties. Upon acceptance of an order, the Buyer is solely responsible for payment of all governmental, state and local taxes to Methods Automation Inc., (“Methods Automation Inc.” or “Seller”) unless the order is proven to be exempt by means of one of the following certificates provided to Methods Automation Inc. by the Buyer:

* Tax exempt certificate * Manufacturing exemption certificate * Resale certificate * Export permit certificate * Direct payment certificate

These certificates must be provided for the state where the goods or services are delivered and provided to Methods Automation Inc. with the purchase order.

Acceptance of Products and Product Return: Product is considered property of the customer at point of shipment. Issues relating to product quality must be reported within 10 business days of receipt. Buyer shall report any discrepancy in shipment quantity of damage within ten (10) business days after receipt. No return of Products shall be accepted by Seller without a Return Material Authorization (“RMA”) Number, which may be issued by Seller in its sole discretion. Equipment, parts, options, upgrades sold as custom/specials that are designed/modified to buyers specification that are not part of Methods Automation’s standard product offering cannot be returned for credit. Returned Products must be in original manufacturer’s shipping cartons complete with all packing materials. All Products for return shall be returned freight prepaid in the manner specified in the RMA. If returned Products are claimed to be defective, a complete description of the nature of the defect must be included with the returned Products. Products not eligible for return shall be returned to Buyer, freight collect. Items returned and found in working order will not be credited.

Claims for shortages or for Products damaged during shipment must be filed with the freight carrier by Buyer. No deductions from invoices for claims against the carrier will be allowed.

Sole Conditions: All orders are accepted subject to and incorporate these terms and conditions to the exclusion of any other term or condition. For the avoidance of doubt, if a Buyer’s purchase order or other documentation received by the seller (whether before or after the notification of these Conditions) contains terms and conditions in addition to, or varying from these Conditions, every such additional or varying term or conditions shall be expressly excluded and shall be of no effect.

Delivery and Title: All shipments by Seller are F.C.A. point of origin and Buyer shall pay all transportation charges in addition to the price of the Products, unless stated otherwise in sellers proposal. Subject to Seller’s right of stoppage in transit, delivery of the Products to the carrier shall constitute delivery to Buyer and title and risk of loss shall thereupon pass to Buyer. Seller shall make selection of the carrier and delivery route unless specified by Buyer. Seller shall use reasonable efforts to initiate shipment and schedule delivery as close as possible to Buyer’s requested delivery dates. Buyer acknowledges that delivery dates provided by Seller are estimates only and that Seller is not liable for failure to deliver on such dates. Seller reserves the right to make deliveries in installments. Delivery of a quantity, which varies from the quantity specified, shall not relieve Buyer from the obligation to accept delivery and pay for the Products delivered. Delay in the delivery of one installment shall not entitle Buyer to cancel other installments.

Terms of Payment: Payment shall be net thirty (30) days from date of invoice. Buyer agrees to pay the entire net amount of each invoice from Seller pursuant to the terms of each such invoice without offset or deduction. Orders are subject to credit approval by Seller. The Seller may, in its sole discretion and at any time, change the terms of Buyer’s credit. The Seller may also require payment in cash, bank wire transfer or by official bank check and/or require payment of any or all amounts due or to become due for Buyer’s order before shipment of any or all the Products. If Seller believes in good faith that Buyer’s ability to make payments may be impaired or if Buyer shall fail to pay any invoice when due, Seller may suspend delivery of any order or any remaining balance thereof until such payment is made or cancel any order or any remaining balance thereof, and Buyer shall remain liable to pay for any Products already shipped and all non-standard Products ordered by Buyer. Buyer also may be required, prior to Seller shipping Products to Buyer, to pay in cash or provide satisfactory security for such payment. Buyer also agrees to submit such financial information from time to time as may be reasonably requested from Seller for the establishment and/or continuation of credit terms.

Checks are accepted subject to collection and the date of collection shall be deemed the date of payment. Any check received from Buyer may be applied by Seller against any obligation owing from Buyer to Seller, regardless of any statement appearing on or referring to such check, without discharging Buyer’s liability for any additional amounts owed to Seller, and the acceptance by Seller of such check shall not constitute a waiver of Seller’s right to pursue the collection of any remaining balance. Buyer is obligated to pay interest on any invoice not paid when due from the due date to the date of payment at the rate of one and one-half percent (1 1/2%) per month or such lower rate as may be the maximum rate allowable by law. If Buyer fails to make payment when due, Seller may pursue any legal or equitable remedies, in which event Seller shall be entitled to reimbursement for costs of collection and reasonable attorneys’ fees.

Rescheduling: Buyer may postpone delivery of Products for a period not to exceed fourteen (14) days.

Cancellation: Buyer may cancel firm orders for Products upon payment of a fee based on a percentage of the dollar value of the order in accordance with the following schedule:

Cancellation Notice Received

Cancellation Multiplier indicated below to be applied to the Unit Price Listed on Purchase Order to Determine Cancellation Charge.

0 – 30 Calendar days prior to scheduled delivery date 60% 31 – 60 Calendar days prior to scheduled delivery date 30% More than 60 calendar days prior to scheduled delivery date 10%

Specials/Customer Products: Equipment, parts, options, upgrades sold as custom/specials that are designed/modified to buyers specifications that are not part of Methods Automation’s standard product offering cannot be cancelled.

Termination for Insolvency: In the event of the institution of any proceedings by or against Buyer in bankruptcy or insolvency, or the appointment of a receiver or trustee or an assignment for the benefit of creditors to Buyer, Seller may terminate this order.

Terms and Conditions of Site

Legal Notice

Conditions of Use of the Methods Automation Web Site

Methods Automation makes no representations or warranties about the information provided through this web site, including any hypertext links or any other items used either directly or indirectly from Methods Automation’s web site and reserves the right to make changes and corrections at any time, without notice. Methods Automation accepts no liability for any inaccuracies or omissions in Methods Automation’s web site and any decisions based on information contained in Methods Automation’s web site are the sole responsibility of the visitor. Methods Automation accepts no liability for any direct, special, indirect, or consequential damages, or any other damages of whatsoever kind resulting from whatever cause through the use of any information obtained either directly or indirectly from Methods Automation’s web site.