User Manual

INSTALLATION AND MAINTENANCE MANUAL
LYNX.sc E1 FAMILY
SPREAD SPECTRUM RADIOS
OCTOBER 1998
vii W/CS97-1
DEFINITIONS
1.1 In these Conditions, unless there is something in the subject
matter or context necessarily inconsistent:
(a) "Glenayre Western Multiplex" means Glenayre Western Multiplex
(d.b.a. Glenayre Western Multiplex), Wilmington, MA;
(b) "Equipment" means the equipment itemized on the
Quotation/Order Acknowledgment;
(c) "International" means any location other than United States of
America and Canada, including their territories and possessions;
(d) "North America" means any location in the United States of
America and Canada, including their territories and possessions;
(e) "Order Acknowledgment" means the sales order acknowledgment
provided by Glenayre Western Multiplex to the Customer;
(f) "Payment Instructions" means Glenayre Western Multiplex's
payment instructions, (Glenayre Western Multiplex document
P197-1);
(g) "Quotation" means the quotation signed by an authorized
representative of Glenayre Western Multiplex and provided to the
Customer;
(h) "Shipping Date" means the actual date on which the Equipment
left Glenayre Western Multiplex's factory at Wilmington, MA,
U.S.A.;
(i) "Warranty" means Glenayre Western Multiplex's warranty,
document W97-1;
(j) "Invoice" means the bill of goods prepared by Glenayre Western
Multiplex for the equipment with the shipping and any insurance
costs.
1.2 Headings have been inserted in these Conditions for convenience
of reference only and will not effect their construction.
ENTIRE AGREEMENT
2.1 The Quotation, these Conditions of Sale, the Order
Acknowledgment, the Payment Instructions and the Warranty shall
apply to all sales made by Glenayre Western Multiplex and shall
constitute the entire agreement by Glenayre Western Multiplex and
the Customer (the "Agreement ").
2.2 Any terms and/or conditions of sale, which may be included on the
Customer's purchase order form or any communication from the
Customer, that are not identical with the terms and conditions
steed in this document shall NOT become a part of the agreement
of sale unless expressly agreed to in writing in the Quotation.
2.3 Glenayre Western Multiplex's failure to object to any terms and/or
conditions of sale contained in any communication from the
Customer shall not be considered as acceptance of such terms
and/or conditions or as a waiver of the terms and conditions of sale
contained herein.
2.4 Glenayre Western Multiplex shall sell to the Customer, and the
Customer shall purchase from Glenayre Western Multiplex, the
Equipment in accordance with the Agreement. Glenayre Western
Multiplex accepts the Customer's purchase orders for Equipment
and agrees to deliver the Equipment to the Customer only on the
terms of the Agreement.
2.5 No variation of the Agreement shall be binding unless agreed to in
writing by authorized representatives of Glenayre Western
Multiplex and the Customer.
PRICING
3.1 All prices in the Quotation are exclusive of all shipping charges
and all applicable taxes including but not limited to, federal, state,
local, excise, sales and use taxes.
3.2 All prices in the Quotation unless otherwise stated:
(a) for North American customers are FOB Wilmington, MA, USA.
(New York Uniform Commercial Code); or
(b) for international customers are Ex-Works, Wilmington, MA, U.S.A.
(Incoterms 1990).
3.3 All prices in the Quotation include standard domestic packing,
unless a separate line item is provided detailing export or special
packing charges.
SHIPPING AND INSURANCE
4.1 Glenayre Western Multiplex shall arrange shipping and insurance
when requested by the Customer, and shall bill the Customer for
the Equipment with the shipping and any insurance costs as
separate items, on an invoice (the "Invoice").
4.2 Delivery dates quoted by Glenayre Western Multiplex are to be
considered estimates only. In no event will Glenayre Western
Multiplex be liable for any loss or damage resulting from its failure
to deliver products within a specified time.
TERMS OF PAYMENT
5.1 The Customer shall pay for all Equipment, including shipping and
insurance in accordance with the terms of the Invoice.
5.2 All Invoices for North American Customers are due and payable in
thirty (30) days from the date of the Invoice.
5.3 International Customers shall make payments in accordance with
Glenayre Western Multiplex's Payment Instructions by either:
(a) providing a wire transfer (telegraphic transfer) for the full amount of
the Equipment, shipping and insurance charges contained in the
Quotation or the pro-forma Invoice sent to the Customer, prior to
the Shipping Date; or
(b) establishing an acceptable Letter of Credit (LC) for the full amount
of the Equipment, shipping and insurance charges contained in the
Quotation prior to the order being booked and accepted by
Glenayre Western Multiplex.
5.4 If a Customer fails to pay an Invoice when due, Glenayre Western
Multiplex may, without prejudice to am other remedy, postpone
shipments, alter payment terms, terminate the Agreement and
charge interest on all overdue amounts the rate of 1.5% per month
compounded monthly (or if less, the maximum allowed by law).
Upon demand, the Customer shall pay all such interest charges
and all reasonable collection fees, including reasonable legal
expenses.
SECURITY FOR PAYMENT
6.1 If the Customer is located in North America, the Customer grants
to Glenayre Western Multiplex a purchase money security interest
in the Equipment to secure the payment of the purchase price of
the Equipment and all other amounts due from the Customer.
6.2 If the Customer is not located in North America:
(a) despite delivery and passing of risk in the Equipment and any
other provision of these Conditions, the title in the Equipment shall
not pass to the Customer until Glenayre Western Multiplex has
received payment in full of the purchase price of the Equipment
and all other amounts then due from the Customer, and
(b) until the title in the Equipment passes to the Customer:
(i) the Customer shall hold the equipment as Glenayre Western
Multiplex 's fiduciary agent and bailee, and shall properly store,
protect and insure the Equipment and shall identify the Equipment
as Glenayre Western Multiplex property;
(ii) if the Customer fails to pay Glenayre Western Multiplex in
accordance with the agreed payment terms, Glenayre Western
Multiplex may require the Customer to deliver up the Equipment to
Glenayre Western Multiplex, and, if the Customer does not,
Glenayre Western Multiplex may enter on the premises where the
Equipment is stored and repossess the Equipment; and
(iii) the Customer shall not pledge the Equipment by way of security for
any, indebtedness of the Customer, but if the Customer does so all
moneys owed by the Customer to Glenayre Western Multiplex
shall, without prejudice to any other remedy of Glenayre Western
Multiplex, immediately become due.
CHANGES TO PRODUCT SPECIFICATIONS
7.1 Glenayre Western Multiplex may, without notice to the Customer,
make changes to the specifications of Equipment which do not
materially affect the quality or performance of the Equipment.
EQUIPMENT CONFIGURATION AND EXPEDITING CHARGES
8.1 At the Customer's request, Glenayre Western Multiplex may, for a
fee agreed in advance:
(a) reconfigure the Equipment; or
(b) expedite the Customer's order.
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