Additional Terms And Conditions of Quotation

The following provisions accompany the provisions found on Quell Corporation’s Terms and Conditions of Quotation. All defined terms of the Terms and Conditions of Quotation are incorporated herein.

  1. Proprietary Information: Seller and Buyer shall each, during the course of their relationship and thereafter, take all steps reasonably necessary to hold in trust and confidence the others’ Proprietary and Confidential Information. “Proprietary and Confidential Information” includes, but is not limited to, technical and business information relating to each Party’s inventions or products, services, research and development, production, manufacturing processes, costs, profit or margin information, employee skills and salaries, finances, customers, marketing and production and future business plans. These obligations also extend to any third party proprietary and confidential information disclosed during the course of the relationship.
  2. Assignment: No order accepted by Seller may be terminated, cancelled, modified or assigned by Buyer except by mutual agreement in writing. Any attempt to do so without Seller’s written consent shall be void. In the event of Buyer’s termination, with or without Seller’s consent, for any order accepted by Seller and terminated or cancelled by Buyer prior to delivery: (1) Buyer will pay, at applicable contract prices, for all products which are completely manufactured and allocable to Buyer at the time of Seller’s receipt of notice of termination; (2) Buyer will pay all costs, direct and indirect, which have been incurred by Seller with regard to products which have not been completely manufactured at the time of Seller’s receipt of notice of termination, plus an amount equal to Seller’s normal profit thereon; and (3) Buyer will pay a termination charge on all other products affected by the termination. For any order terminated or cancelled by Buyer, Buyer agrees to pay Seller an additional charge determined solely by Seller to cover lost profits as determined in accordance with the Uniform Commercial Code or other applicable law. Seller’s normal accounting practices shall be used to determine costs and other charges. In an effort to minimize termination charges, Seller will divert completed parts, material or work-in-process from terminated contracts to other customers whenever in Seller’s sole discretion, it is practicable to do so.
  3. Severability; Waiver: In the event that one or more provisions of these T&Cs is held to be unenforceable, the remaining provisions apply in full and the invalid or unenforceable provision will be replaced by a provision which lawfully enforces the Parties’ intention underlying the invalid or unenforceable provision. The waiver by Seller of a breach of any provision of these T&Cs by the Buyer must be in writing to be effective and will not operate or be interpreted as a waiver of any other or subsequent breach.
  4. Independent Contractor: It is mutually understood and agreed by Seller and Buyer that Seller is at all times acting and performing as an independent contractor for the Buyer.
  5. Counterparts: Any instrument to be executed by Seller and Buyer may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.
  6. Force Majeure: Seller shall not be liable for any delay in delivery or other performance hereunder which is due to unforeseen circumstances, or to causes beyond its control, including, without limitation, strike, lockout, riot, war, fire, act of God, accident, pandemics, epidemics, government shutdowns, failure or breakdown of components necessary to order completion; supplier, subcontractor or Buyer caused delays; inability to obtain or substantial rises in the prices of labor, materials or manufacturing facilities; curtailment of or failure to obtain sufficient supplies; technical difficulties; or compliance with any governmental law, regulation, or order, including but not limited to U.S. Export Administration Regulations. Provided any such delay is neither material nor indefinite, performance shall be deemed suspended during and extended for such time as it is so delayed, and thereafter the other Party shall accept performance hereunder. Delay in performance shall not be considered material or indefinite unless it exceeds or is reasonably estimated to exceed six (6) months. In the interest of conservation of scarce materials, and efficient use of high value parts and components, Seller may substitute remanufactured parts and components which meet the same quality standards and are covered by the same warranty.
  7. Changes: Seller reserves the right to make changes in the Product which do not adversely affect specified form, fit or function without prior approval of Buyer.

View the full Additional Terms And Conditions of Quotation (PDF).