Terms & Conditions
  1. EXCLUSIVE CONDITIONS. These terms and conditions of sale (the "Conditions") from a part of the quotation (the "Quotation), the invoice ("Invoice") and/or the order acknowledgment ("Acknowledgment") from EASY TOUCH ONLINE ("Easy Touch") to the Purchaser. Any order by the Purchaser for goods from Easy Touch, whether resulting from such Quotation, Invoice, Acknowledgment or otherwise, is expressly made subject to all of the terms and provisions of these conditions; provided that no such order shall be binding upon Easy Touch or deemed to be an order for purposes of these Conditions ("Order") until acknowledged by Easy Touch in writing. No additional or different terms in Purchaser's Order form or authorization to commence work or subsequent release order shall serve to modify these Conditions or be binding upon Easy Touch in any manner whatsoever unless and until expressly confirmed in writing by a duty authorized representative of Easy Touch and there are no understandings, agreement or representations, express or implied, not specified herein. Typographical errors are not binding and are subject to correction.
  2. QUOTATIONS AND PRICES. All Quotations are informational only and Easy Touch reserves the right to withdraw any Quotation for which an Order, including firm specifications if called for in the Quotation, is not received by Easy Touch within 30 days. All Orders are subject to prices and terms in effect at the time of acknowledgment, and to usual trade customs and tolerances; provided, however, that any increase in costs to Easy Touch in purchasing materials used in manufacturing goods, whether resulting from any governmental agency on such goods, shall be added to the purchase price and Purchaser covenants and agrees to pay the same.
  3. DELIVERY. Easy Touch will use all commercially reasonable efforts to furnish the goods called for in the Quotation, Invoice or Acknowledgment in accordance with the delivery date or schedule stated therein, or if none are stated, in accordance with Easy Touch's best delivery date or schedule; provided, however, the Purchaser expressly recognizes that in no event shall Easy Touch be liable for any delays or non-performance for any reason, including but not limited to, act of God, fire, flood, war, government action, accident, labor trouble or shortage, inability to obtain material, equipment or transportation. Any goods so affected may be eliminated from the amount ordered by the Purchaser at the discretion of Easy Touch without liability and Easy Touch may allocate its available supply among its customers, but the Order shall remain otherwise unaffected. If the Quotation or Order specifies that the Purchaser at the discretion of Easy Touch without liability and Easy Touch may allocate its available supply among its customers, but the Order shall remain otherwise unaffected. If the Quotation or Order specifies that the Purchaser is to supply any material or information, on or before certain dates, Purchaser recognizes that Easy Touch's estimated delivery date or schedule is established in reliance upon such dates for delivery of such material or information. Any such material shipped to Easy Touch in advance of such dates may be held by Easy Touch or returned to the Purchaser, at the Purchaser's risk and expense. Unless otherwise specified in the Quotation, Invoice or Acknowledgment, freight payment terms shall be FOB Lee, Massachusetts, USA.
  4. TITLE AND RISK OF LOSS. Except as otherwise specified in the Quotation, Invoice or Acknowledgment, title to all goods furnished by Easy Touch pursuant to the Quotation, Invoice or Acknowledgment shall pass to the Purchaser upon delivery by Easy Touch to a carrier, at which time all risk of loss or damage shall pass to the Purchaser.
  5. CHANGE ORDERS. Except as otherwise specified in the Quotation, Invoice or Acknowledgment, the Purchaser shall have the right at any time before delivery, or final acceptance if the Quotation is subject to acceptance, inspection or test by the Purchaser to propose changes in specifications, within the scope of the Quotation, or in methods of shipment, packaging, or place of delivery. All such proposed changes shall be in writing and if any such proposed change causes an increase or decrease in the cost of performance by Easy Touch or the date or schedule for delivery or otherwise affect any of the provisions of the Quotation or Order or of these Conditions and adjustment satisfactory to Easy Touch and confirmed in writing shall be made, prior to the obligation of Easy Touch to continue work thereunder.
  6. CANCELLATION OR SUSPENSION. If work under the Order is canceled or suspended by the Purchaser, Purchaser agrees to accept delivery of all goods which are either completed or ready for shipment, and, with respect to that portion of the work under the Order that is not completed or ready for shipment upon receipt of such cancellation or suspension notice to reimburse Easy Touch for; (a) the cost of all material purchased or committed to the work under; (b) all labor and overhead costs chargeable to the order; and (c) a reasonable profit for the time and work involved.
  7. FINANCIAL RESPONSIBILITY. If at any time and for any reason the financial responsibility of Purchaser shall become unsatisfactory to Easy Touch, Easy Touch reserves the right to require cash or satisfactory security or to otherwise after or suspend credit on subsequent shipments or deliveries, defer shipments and/or cancel any or all unfilled orders, without impairing the obligation of Purchaser to take and pay for the quantity of goods ordered.
  8. ACCEPTANCE, INSPECTION OR TEST. If the goods to be provided by Easy Touch are subject to acceptance, inspection or test by the Purchaser, then in case any goods are found defective in material or workmanship or otherwise not in conformity with the requirements of the Quotation, the Purchaser's sole remedy shall be the right to reject the goods and to require Easy Touch, at the election of and in the manner determined by Easy Touch, to (a) correct, repair or replace the non-conforming goods or (b) make payment in an amount not to exceed the purchase price of the specific goods found to be non-conforming. Any such acceptance, inspection or test shall be performed by Purchaser within thirty days of receipt of shipment.
  9. LIMITED WARRANTY. If the goods to be provided by Easy Touch are not subject to acceptance, inspection or test under the next preceding paragraph of these Conditions, Easy Touch warrants to the Purchaser that all goods to be furnished pursuant to the Order will conform at the time of shipment by Easy Touch to the description, drawings and specifications of Easy Touch in the Quotation. Notice of any breach of the warranty herein stated must be received by Easy Touch within thirty days of the date of shipment of the goods claimed to be defective and, in the absence of such notice, Easy Touch will incur no liability under this warranty. Easy Touch's liability under this warranty, including for negligence, shall be limited to at the election of and in a manner determined by Easy Touch (a) correcting, repairing or replacing any defective goods or (b) making payment in an amount not to exceed the purchase of the specific goods for which breach of warranty is claimed. Purchaser shall not be entitled to deduct from the price invoiced to it the amount of any claim asserted against Easy Touch without Easy Touch's written consent. Purchaser's failure to accept delivery of any installment or shipment of goods in the quantities and on the terms specified in the Quotation or to fulfill any other provision of its Order or these Conditions shall constitute a material breach of the entire transaction, in response to which, in addition to any other remedies hereunder or at law, Easy Touch may in its discretion by written notice to Purchaser (a) declare the entire transaction terminated as of the date of the breach, or (b) reduce the installments under the remainder of the Order to that quantity last ordered released by Purchaser. TO THE EXTENT PERMITTED BY LAW, EASY TOUCH MAKES NO OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EASY TOUCH SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND.
  10. LIMITATION OF LIABILITY. Easy Touch's maximum aggregate liability to Purchaser, including but not limited to any liability for breach of the warranty set forth above or arising out of the use, damage or loss of any material provided by Purchaser to Easy Touch, whether based on contract or tort and irrespective of fault, negligence or other liability, shall be limited to the compensation received by Easy Touch with respect to the goods or services provided by Easy Touch to Purchaser relating to such liability. EASY TOUCH'S SOLE AND EXCLUSIVE REMEDY SHALL BE SO LIMITED TO THE RECOVERY OF SUCH COMPENSATION AND ANY AND ALL OF PURCHASER'S DAMAGES SHALL BE LIMITED TO THE AMOUNT OF SUCH COMPENSATION. Purchaser understands, acknowledges and agrees that the foregoing limitations on the liability of Easy Touch constitutes an allocation of risk as authorized by the Uniform Commercial Code as adopted in Massachusetts and other applicable Massachusetts law, and that the fees and charges for goods and services provided by Easy Touch to Purchaser reflect this allocation of risk and the limitations on liability set forth herein.
  11. INVOICE PAYMENTS. If the Quotation calls for progress payment or the Order is for goods to be delivered under release orders from the Purchaser, Easy Touch shall not be obligated to continue performance under the same unless and until it shall have received all payments as and when due. All other payments shall be due within ten days of the date of Easy Touch's invoice and no prompt payment discounts shall be allowable. A one and one half percent per month service charge (18 per cent annum) or the highest permissible rate under applicable law, whichever is less, shall be assessed on late payments. All payments shall be made at the direction of and to the location specified by Easy Touch. Terms of payment shall be subject to change by Easy Touch in the same manner as changes in price. All costs quoted to the Purchaser are exclusive of all national, state and local taxes, duties, excises or other charges of any nature which may be imposed by any authority, which the Purchaser hereby assumes and agrees to pay.
  12. WAIVERS. Failure of Easy Touch to enforce at any time or for any previous time any provisions of the Quotation, Invoice, Acknowledgement or these Conditions shall not be construed to waive such provision nor the right of Easy Touch thereafter to enforce each and every provision thereof.
  13. DISPUTES. All questions of the construction and effect of the Quotation, Invoice, Acknowledgment, Order and these Conditions shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. In the event of any dispute with respect to the Order, Easy Touch shall not be required to proceed with the performance of work without a written amendment to the order, in form and substance satisfactory to Easy Touch, which provides for additional final progress payments, provisions as to escrow of payments pending any final decision or appeal on any suit or claim, or an indemnification of Easy Touch by the Purchaser for any loss occasioned by Easy Touch's continuing to proceed with work. All costs and expenses incurred by Easy Touch and the Purchaser in prosecuting any such decision, appeal, suit or claim shall be borne by the party incurring such costs.
  14. ASSIGNMENT. The Order and the rights and obligations of the Purchaser are not assignable or transferable by Purchaser, in whole or in part, except with the written consent of Easy Touch.