Definitions – HST means Horizon Signal Technologies, Inc. and any name under which it may trade. “Purchaser” means the person identified in the “billed to” section of the HST order and/or invoice form or “Customer” space on the HST quotation form.
Terms Governing Sale – Purchaser agrees to be bound by all of the terms and conditions set forth herein. Any terms and conditions set forth in any purchase order or other document or any oral communication or written agreement which purports to be an addition to this Agreement which is inconsistent herewith shall not be binding upon HST unless made in writing and accepted by the signature of an authorized officer or manager of HST. Any term or condition of sale contained in any document prepared by or received from Purchaser by HST relating to the goods sold under this Agreement which is inconsistent with any term or condition of this Agreement is hereby rejected by HST, and shall have no effect.
Shipping Dates – Shipping dates furnished by HST are approximate and shall not be deemed to be fixed or guaranteed.
Prices – All orders are subject to prices and terms as quoted by an authorized agent of HST, and such prices and terms are subject to change without prior notice to the Purchaser. Unless otherwise stated, all price quotations expire 30 days from the date of quotation and prices do not include freight or, where applicable, any federal, state or local taxes of any nature, all of which shall be paid by the Purchaser.
Cancellation of Orders – All cancellations of orders must be requested by Purchaser and approved by HST in writing. Purchaser agrees to pay for any and all costs incurred by HST in connection with any cancellation request.
Returned Goods – Only returns requested by Purchaser and approved by HST in writing will be permitted. Goods returned for any reason other than a warranty claim will be subject to a restocking charge to compensate HST for its reasonable costs incurred with respect to such return. Goods will not be accepted for return after 60 days from the date of shipment.
Credit – Notwithstanding any prior extension of credit by HST to Purchaser, if at any time, HST determines, in its sole judgment, that Purchaser’s financial condition does not justify HST’s extension to it of credit in connection with any sale hereunder, HST may, at its option, require Purchaser to make full payment in cash prior to order entry, manufacture, shipment or delivery.
Payment Terms –Purchaser agrees to pay the prices quoted by HST, and is responsible for additional applicable shipping and handling charges, taxes and duties. HST shall collect applicable taxes unless Purchaser submits a valid tax exemption certificate, and indicates which Products are covered by it. Payment will be due in U.S. Dollars within thirty (30) days of the invoice date. Payment is not contingent on Buyer’s ability to collect or obtain funds from any other party. Credit card sales are billed at the time of purchase. Purchaser expressly represents it is solvent at the time it places any purchase order with HST. Buyer agrees to pay a charge on all amounts past due at the rate of 1 ½% per month (18% per year) or the maximum lawful rate, whichever is less. In the event of non-payment, Purchaser agrees to pay Seller’s costs of collection, including reasonable attorney fees and court costs, if any, incurred by HST, and all applicable interest charges.
Default – In the event Purchaser defaults in payment, HST may, in its sole discretion, suspend shipment of goods on order at such time. Purchaser shall be liable for all costs incurred by HST in connection with such default including, but not limited to, attorney and collection agency fees.
Risk of Loss – Title to any Goods sold and risk of loss of such Goods passes to Purchaser upon delivery by HST to carrier, and any claims for losses or damage shall be made by Purchaser directly to carrier.
Limitation of Liability – With respect to any claim against HST arising in any way from the sale of goods hereunder other than warranty claims, HST’s liability shall not exceed the purchase price of such goods. HST SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, CONTINGENT OR INCIDENTAL DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, BACK CHARGES. HST shall not be liable for damages of any kind resulting from any delay or failure to deliver or perform due to strikes, lockouts, or other labor difficulties, failure or delay of sources of supply, transportation difficulties, accidents, fires, acts of God, use or misuse of any goods, or any other cause of like or unlike nature beyond HST’s reasonable control.
Specification Changes – All manufacturers’ specifications, either contained in HST’s catalog, promotional literature or in any other document are subject to change without notice to Purchaser and without liability to HST.
Confirmations – Written confirmation by Purchaser of telephone or other oral orders must be clearly marked “confirming” to avoid duplicate shipments. If this is not done and duplicate shipment occurs, Purchaser’s written confirmation shall be deemed to be a separate order subject to terms and conditions of this Agreement.
Inspection Obligation and Claims – Purchaser is obligated to inspect each shipment of goods supplied. Any claim against HST other than warranty claims must be made in writing within (10) days after delivery and must state the factual basis for such claim. Failure to make any such claim within ten (10) days of receipt of shipment shall constitute acceptance of the goods and waiver of any and all claims with respect to such shipment. Purchaser agrees that warranty claims shall be barred unless asserted by Purchaser by the commencement of an action within published HST warranty terms after delivery of the goods. All provisions of this Agreement relating to warranties, remedies and claims shall survive any termination of this Agreement however arising.
Warranties – HST warrants New or Used HST Equipment, as sold by HST, and accessories to be free from defects in material and workmanship for a period of two years from the date of receipt of goods, subject to the conditions and restrictions contained herein.
HST further warrants New Service Parts furnished under this warranty to be free from defects in material and workmanship for a period of ninety (90) days from date of shipment, or the remaining time on the HST warranty on the unit to which the Service Part is
Exceptions to the general warranty statements above pertain to the following equipment installed at the factory:
LED signal indications are warranted for a period of five (5) years from date of manufacture.
Signal Controllers are warranted for a period of two (2) years
Battery Chargers are warranted for a period of two (2)
Batteries and tires are covered by the manufactures warranty. All warranty claims should be addressed through the manufacturers as HST does not warrant these items.
This warranty does not apply to a product that has not been installed or maintained in accordance with the manufacturer’s instructions, has been subjected to damage in an accident, abused or neglected during operation, repaired or modified by persons other than the manufacturer, its employees or authorized agents, or failed to have normal maintenance.
The buyer expressly agrees that the buyer’s sole remedy and the manufacturer’s sole responsibility, in respect to a warranty claim, is exclusively limited to repair or replacement at the manufacturer’s option of product or a portion thereof found by the manufacturer to be defective. The manufacturer is not responsible for labor or other expended charges by buyer including transportation charges and shall not be liable for any incidental or consequential damages connected with repair of a product deemed to be defective or with installation or replacement of repaired product. Further, the manufacturer disclaims any liability for any incidental or consequential damages, including lost or duplicated time or expense accruing for any reason, to the owner or user of any products sold by the manufacturer, whether claim is made in contract or in tort or under any theory of warranty, negligence or
Subsequent Owners. Horizon Signal warranty covers the retail purchaser and all subsequent owners of the equipment during the specified warranty period. Should you sell this equipment it is therefore important that you complete the warranty registration form as available from HST and deliver the warranty document to the buyer so that the new owner can sign the registration form and forward it to HST Service Department to obtain the remaining warranty benefits, if
The terms and conditions of the warranty cannot be altered without the written consent of the
The HST warranty includes parts and labor costs required to repair or replace equipment at the selling Dealer’s business location.
The foregoing warranty is exclusive and in lieu of all other express, statutory and implied warranties, including those of merchantability and fitness for any particular purpose. There are no warranties, which extend beyond the language in the previous nine (9)
Intellectual Property Rights – Where any Goods supplied by HST embody, utilize, include, incorporate or contain any intellectual property of any kind, all such rights are intended to be reserved and maintained by HST, to the fullest extent possible. Any use by the Purchaser of such intellectual property is agreed to be under a revocable license, only, whether the goods are purchased or leased from HST. All Intellectual Property Rights produced from or arising as a result of the performance of any contract shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.
Sales Representative – No HST sales representative or other employee who is not an officer or manager of HST shall have authority to change or waive any of the terms and conditions of this agreement.
Waiver of Jury Trial – In the event of litigation relating to this Agreement or the goods sold hereunder, Purchaser hereby agrees, to the extent permitted by law, to waive any right that it may have to a jury trial on any and all issues that may be raised in such litigation.
No Waiver – Nothing contained herein shall be construed to limit or waive any right or remedy of HST under applicable federal, state, or local laws.
Severability – The invalidity of any provision of this Agreement shall not invalidate or render unenforceable any other provision of this Agreement.
Indemnification – Purchaser agrees to defend, indemnify and hold harmless HST, its affiliates and each of their respective employees, manufacturers, contractors, suppliers, directors, officers, attorneys, agents or representatives from any and all liabilities, claims or expenses, of any kind whatsoever, including reasonable attorney’s fees, that arise from or relate to Purchaser’s use or misuse of HST’s products, equipment or goods. HST reserves the right to assume exclusive defense and control of any matter subject to indemnification by Purchaser, in which event Purchaser will assist and cooperate fully with HST in asserting any available defenses or otherwise defending against the claim.
No Set Off – The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set-off or counterclaim which the Buyer may have or allege to have for any reason whatsoever.
Relationship of Parties – Nothing contained in these Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Conditions shall be deemed to construe either of the parties as the agent of the other.
Entire Agreement and Modification – This Agreement is intended by the parties hereto as a final expression of their agreement with respect to the subject matter hereof, and is intended as a complete and exclusive statement of the terms and conditions of that agreement (any prior agreement being superseded by this Agreement and such prior agreements are hereafter null and void). This Agreement may not be modified, rescinded or terminated orally, and no modification, rescission, termination or attempted waiver of any of the terms, provisions or conditions hereof (including this paragraph) shall be valid unless in writing, supported by consideration, and signed by the party against whom the same is sought to be enforce. HST reserves the right to change these Terms and Conditions at any time and without prior notice.
Governing Law & Exclusive Jurisdiction – All orders are subject to acceptance by HST in Pennsylvania and this Agreement shall in all respects be governed by and construed under the laws of the state of Pennsylvania. Purchaser agrees that any dispute arising from or relating to these Terms and Conditions shall be exclusively brought within Philadelphia County Court of Common Pleas, or the Eastern District of Pennsylvania, and Purchase agrees to waive any objections to venue or jurisdiction therein.