ALSTOM Signaling Inc. 2009-2010 Price Book ALSTOM Signaling ...

Appendix
Terms and Conditions
1. GOVERNING TERMS AND CONDITIONS. The terms and conditions governing this acceptance shall apply to and govern your order and in case of any inconsistency between these terms and conditions and your order these terms and
conditions shall prevail. Acceptance of your order is hereby made conditional on your assent to the terms and conditions of this acceptance. Your failure to object promptly in a written or typed (not printed) statement shall be deemed
an assent to the same. Any contract arising out of the placing of your order and our acceptance thereof shall be governed by and construed in accordance with the laws of the State of New York.
No representation of any kind has been made by us except as set forth herein. We will furnish only the quantities, goods and services specifically listed on the face hereof or the pages attached hereto. We assume no responsibility for
furnishing other goods or services shown in any plans or specifications for a project to which the goods or services ordered herein pertain.
2. PRICES. Unless otherwise noted on the face hereof published or quoted prices are net F.O.B. our plant and subject to change without notice. Service time of a factory-trained serviceman is not included and may be an extra charge.
In addition to the published or quoted price, you shall pay the amount of any applicable present or future tax or other government charge upon the production, sale, shipment, export, import or use of goods or services ordered or sold,
together with any applicable interest or penalties thereon, unless specifically agreed otherwise in writing by the parties.
MINIMUM ORDER*. Orders under $200.00 will be assessed a $50.00 handling fee.
3. CANCELLATION, DEFERRED DELIVERIES AND RETURNS. You may defer deliveries or cancel orders for goods only by written notice and only upon condition that you make full payment to us for all items which, upon receipt of such
notice by us, are within thirty (30) calendar days of completion. All items within thirty (30) days of completion shall be completed within that time. For all items not within thirty (30) calendar days of completion partial payment shall
be made by you on the basis of actual costs of labor, materials and supplies applied to the production of such items, plus overhead expenses, plus fifteen percent (15%) of such costs and expenses provided that such amount shall in no
event exceed the purchase price of the items. In the case of hold orders or deferred deliveries, all payments made by you, as provided in this paragraph, will be credited to your account and will be reflected in our invoices upon any
resumption of deliveries under your written order. Goods may be returned only when specifically authorized and you will be charged for placing returned goods in saleable condition, any sales expenses then incurred by us, plus a
restocking charge and any outgoing or incoming transportation costs incurred by us.
You may defer or cancel orders for services only upon written notice and only upon condition that payment shall be made by you for our actual costs, plus overhead expenses, plus fifteen percent (15%) of such costs and expenses, provided
that such amount shall in no event exceed the purchase price of the services.
Any cancellation or recission by you shall constitute a discharge of any claim by you relating to this transaction.
4. CREDIT AND PAYMENT. Unless otherwise noted on the face hereof, terms are net thirty (30) days in United States dollars. We may decline to furnish services or to complete and deliver goods except for cash or we may stop goods in
transit whenever doubt develops as to your financial responsibility for any reason. Pro-rata payments shall become due with partial shipments of goods.
Past Due Accounts–A finance charge of the lesser of 1.5% per month (i.e. 18% annual percentage rate) or the highest rate permitted by law may be assessed on all of Customer’s past due accounts. A sales invoice is past due if the net
amount is not paid within thirty (30) days from date of such sales invoice. Interest charged on a past due sales invoice will be assessed from the date on which the Invoice was issued.
5. DELIVERY AND SHIPPING. Dates for the furnishing of services or delivery, shipment or installation of goods are estimated dates only and, unless otherwise specified, are figured from the date of receipt of complete technical data and
approved drawings as such may be necessary. In estimating such dates, no allowance has been made, nor shall we be liable directly or indirectly for delays of carriers or delays from labor difficulties, energy or other shortages, strikes
or stoppages of any sort, fires, accidents, failure or delays in obtaining materials or manufacturing facilities, acts of government affecting us directly or indirectly, bad weather, or any causes beyond our control or Acts of God and, in
the event such delays arise the estimated delivery date shall be extended accordingly. We will not be liable for any damages or penalties whatsoever, whether direct, indirect, special or consequential, resulting from our failure to perform
or delay in performing.
Delivery to common carrier, F.O.B. our plant or warehouse shall constitute delivery and passage of title to you and risk of loss shall pass to you concurrently. If you or the carrier refuse delivery or delay shipment or acceptance, the
goods may be stored according to our direction, as your agent, at your risk and expense. During any such period of storage, you shall have title to the goods and bear the risk of loss. All costs subsequent to delivery including, but not
limited to, the costs of shipment and installation of the goods describe herein shall be borne by you unless otherwise specifically agreed in writing by the parties. Where you are responsible for any delay in shipment of goods, the date
of completion of goods may be treated by us as the date of shipment for purposes of payment, completed goods shall be held at your cost and risk and we shall have the right to bill you for reasonable storage and insurance expenses.
Unless you specify otherwise in writing, (a) goods will be boxed or crated as we may deem proper for protection against normal handling and extra charges will be made for preservation, waterproofing and similar added protection
of goods and (b) routing and manner of shipment will be at our discretion and may be insured at your expense, value to be stated at offer price. Unless the shipment is made FOB destination, claims for misdelivery, nondelivery, loss
or damage in transit must be entered with the carrier and prosecuted by you.
6. INSPECTION; CLAIMS. You shall inspect each shipment delivered by us immediately upon your receipt. Your failure to give us notice of any claim within thirty (30) calendar days after such receipt shall constitute an unqualified acceptance
of such shipment. We will not consider claims for shortages or errors in shipment unless such claim is transmitted to us within thirty (30) days after receipt of items. Any such claim must be accompanied by necessary documentation
to substantiate the claim.
7. WARRANTY. We warrant that the goods manufactured and/or sold by us will, when delivered to you, conform to our product specifications and be free from defects in material and workmanship. If, within one (1) year from date of
shipment, goods manufactured and /or sold by us fail to function properly under normal and proper use and service because of defects in material or workmanship demonstrated to our satisfaction to have existed at the time of delivery,
we will, reserving the right to either inspect them in your hands or request their return to us, at our option, repair or replace the defective good(s) at our expense, F.O.B. our plant, or give you proper credit for such goods. In any
event, all dismantling, reassembly, packaging and transportation costs are assumed by you. The foregoing shall not apply to goods that shall have been altered or repaired after shipment to you by anyone except our authorized employees,
and we will not be liable in any event for alterations or repairs except those made with our written consent.
You shall be solely responsible for determining suitability for use and we shall in no event be liable in this respect. Goods manufactured by others but furnished by us will be repaired or replaced, but only to the extent provided in the
original manufacturer’s warranty to us.
Providing you notify us promptly in writing within ninety (90) days of rendering service to you that the service rendered was incorrectly performed at our option we will reperform the service or give you proper credit for such service
as we determine was deficient.
No employee or agent of ours is authorized to make any warranty other than that which is specifically set forth herein. Our obligations and liabilities hereunder shall not be enforceable until the goods or services have been fully paid
for. Your sole and exclusive remedy for any breach of the foregoing warranties shall be your rights under this Section 7.
THE FOREGOING OBLIGATIONS ARE IN LIEU OF ALL OTHER OBLIGATIONS AND LIABILITIES INCLUDING ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE, WRITTEN OR ORAL, EXPRESS OR
IMPLIED IN FACT OR BY LAW and state our entire and exclusive liability and your exclusive remedy for any claim in connection with the sale or furnishing of services or goods, their design, suitability for use, installation or operation.
The provisions in any specification or other document issued by us or attached hereto are descriptive only and are not warranties. You agree that if goods sold hereunder are resold by you, you will include in the contract for resale provisions
which limit recoveries against us in accordance with this contract. In case of your failure to include in any such contract for resale terms providing for such limitations, you agree to indemnify and hold us harmless against any,
liability, loss, cost, damage or expense (including reasonable attorney’ fees) arising out of or resulting from such failure.
8. LIMITATION OF LIABILITY. Our obligations in paragraph 7 constitute our entire and exclusive liability and your entire and exclusive remedy with respect to the goods or services which are the subject of this transaction and we will in
no event be liable for any direct, indirect, special or consequential damages whatsoever, whether grounded in tort (including negligence), strict liability or contract, and our liability under no circumstances will exceed the contract price
for the goods or services for which liability is claimed. Any action for breach of contract must be commenced within one (1) year after the cause of action has accrued.
9. PATENT INFRINGEMENT. We will be responsible for any claim of infringement of a United States patent by goods manufactured by us in the form in which we supply such goods to you, but we will not be responsible for any claim of
infringement caused by your use or the combination of the goods with equipment, products or devices not furnished by us if we have not given written authorization for such combination. If you notify us promptly in writing of any
such claim of infringement and, if we so request, you authorize and give reasonable assistance to us to defend or settle any suit or controversy involving such claim, we will indemnify you against the reasonable expenses of any such
suit and will satisfy any judgment or settlement in which we acquiesce but only to an amount not exceeding the price paid to us for the allegedly infringing goods. If an injunction is issued against the further use of allegedly infringing
goods, we shall have the option of procuring for you the right to use the goods or replacing them with non-infringing goods or of removing them and refunding the purchase price. The foregoing expresses our entire and exclusive warranty
and liability as to patents, and we will not be liable for any damages whatsoever suffered by reason of any infringement claimed except as provided herein. You will hold us harmless and indemnified against any and all claims,
demands, liabilities, damages, costs and expenses resulting from or connected with any claim of patent infringement arising out of the manufacture by us of goods in accordance with a design or specification which you furnish us. The
sale of any goods hereunder does not carry with it any license to use such goods in combination with other goods not purchased from us or our licensees. Any invention made by us in the performance of a contract with you shall be
our exclusive property.
10. SPECIAL JIGS, FIXTURES AND PATTERNS. Any jigs, fixtures, patterns and like items which may be included in an order will remain our property without credit to you. We will assume the maintenance and replacement expenses of
such items, but shall have the right to discard and scrap them after they have been inactive for one (1) year without credit to you.
11. INSPECTION. Inspection of goods in our plant by you or your representative will be permitted insofar as this does not unduly interfere with our production workflow, provided that complete details of the inspection you desire are
submitted to us for approval in writing in advance.
12. RECORDS, AUDITS AND PROPRIETARY DATA. Neither you nor any representative of yours, nor any other person shall have the right to examine or audit our cost accounts, books or records of any kind or on any matter, or be entitled
to, or have control over any engineering or production prints, drawings or technical data which we, in our sole discretion, may consider, in whole or in part, proprietary to ourselves. Any drawings and other information delivered to you
or your representative pursuant to this order shall be used solely for purposes of inspection, installation or maintenance. The information shall not be used or disclosed by you or your representative for any other purpose whatsoever.
13. ASSIGNMENT. Your rights and obligations hereunder may not be assigned without our prior written consent.
14. NON-WAIVER. Our failure at any time to require strict performance by you of any of the provisions herein shall in no way waive or diminish our right thereafter to demand strict compliance therewith or with any other provision.
Waiver of any default shall not waive any other default.
15. INDEMNITY. You shall notify us in writing of any accident, injury to person, damage to property, loss or other occurrence involving goods or services supplied hereunder, if we might be liable therefor to persons other than you. If
you shall fail to so notify us, you shall defend, indemnify and save us harmless from all claims against and liability of us arising out of such occurrence. You shall make full use of any and all safety devices on the goods supplied hereunder
and shall follow all safety procedures recommended by us with respect thereto. You shall see to it that all employees and other persons handling such goods shall be fully aware of such safety procedures recommended by us and
shall follow any such safety procedures. If any injury or damage is incurred by any person or his property due in whole or in part to your failure to comply with this paragraph, you shall defend, indemnify and save us harmless from
all claims against and liability of us arising out of such injury or damage.
16. SEVERABILITY. If any of these terms and conditions (or part thereof) shall be found to be invalid, ineffective or unenforceable, such term or condition (or part thereof) shall not affect any other term or condition (or the other part of the
term or condition of which such invalid, ineffective or unenforceable part forms a part) and all terms and conditions (or parts thereof) not affected by such invalidity, ineffectiveness or unenforceability shall remain in full force and effect.
Nobody Knows Your Equipment
Better Than ALSTOM
You can trust ALSTOM to provide the highest level of expertise
in repairing your equipment. With ALSTOM’s Service and
Repair solutions, you get the most knowledgable people in
the business working for you. And we’ll do it with speed,
economy and without risk – using the same quality standards
and parts demanded of our new units.
• On-site in our new 10,000 square feet
state-of-the-art facility
• In-field service at your installation
• OEM-quality in the field
Engineering Excellence at Your Service:
Consultation and Troubleshooting
At ALSTOM you have access to some of the most respected
engineers in the industry pooling their resources to help you
get the most out of your equipment. Our well-known engineering
excellence is available to to you with the technical consultation,
engineering support and troubleshooting services we offer
our customers.
Training
ALSTOM experts are available to train your personnel at your
location. We’ll custom design a training program to suit your
specific requirements.
Our Commitment to You
All Work Guaranteed as New
At ALSTOM, we’re so confident that we can return your
equipment to the best shape possible, we offer a one-year
as-new warranty on all repaired or remanufactured equipment.
Guaranteed.
Fast Turnaround
Your equipment is generally turned around, ready for field
use, in 30 days or less.
CONTACT INFORMATION
Customer Service Center
TEL:
1.800.717.4477
FAX:
585.274.8777
SERVICES PROVIDED
• Repair
• Remanufacture
• Retrofit
• Validation
EQUIPMENT SUPPORTED
• Bonds
• Relays
• Circuit Boards
• Code Systems
• Track Circuits
• Signals
• Switch Machines
• Circuit Controllers
• Switch Locks
• cTc Systems
• Cab Signaling
• Highway Crossing Signals
ALSTOM Signaling Inc.
1025 John Street
West Henrietta, NY 14586
Tel: 1.800.717.4477
Fax: 585.274.8777
www.alstomsignalingsolutions.com
© 2003 ALSTOM, the logo ALSTOM and their frameworks are trademarks and service trademark applications of ALSTOM. The other names, registered or not, are the property
of their respective companies. All information is given for indication purpose only and is subject to change without notice.