The sale is on the following terms and conditions:
WARRANTY: Seller warrants that all the goods
sold conform to the specifications contained in buyer’s purchase order. This
warranty is in lieu of all other warranties, express or implied. Seller
disclaims all other
warranties, including, without limitation, the implied warranties of merchantability
and fitness for a particular purpose. Seller
will not be liable for any damages or claims with respect to any goods that
buyer has processed or changed in dimensions or characteristics from the state
the goods were in when shipped. Buyer’s exclusive remedies against seller will
be for the repair or replacement of defective goods or an account credit not
exceeding the purchase price of the defective goods. The choice of the
particular remedy specified above will be seller’s sole discretion. Buyer will
have no other remedy. Buyer will not be entitled to, among other remedies, incidental
or consequential damages for lost profits, lost sales, injury to person or
property or any other incidental or consequential loss.
CREDIT TERMS: Credit terms are as shown
on the face of seller’s sales order, which is available to buyer on request. Accounts
will be opened only with buyers whose credit seller approves. Seller may change
its credit terms on existing orders, in its sole discretion, to require cash on
delivery, cash in advance, or credit card payment, whenever doubt as to buyer’s
creditworthiness develops for any reason.
QUOTATIONS AND PRICES: Typographic and clerical
errors are non-binding and subject to correction. All quotations are for
immediate acceptance unless otherwise stated. Until an order is accepted by
Seller, quoted prices are subject to change without notice.
ORDER ACCEPTANCE: All purchase orders are
offers, which may be accepted or rejected by Seller. Shipment of ordered goods
CANCELLATION: Orders may be cancelled
or deliveries deferred only if Buyer assumes immediate liability and makes
payment to Seller for: (a) all completed work at the unit price; (b) in-process
work on the basis of the percentage of completion times the order unit price; and
(c) raw material, unamortized tooling, engineering charges, and other
cancellation charges incurred based on Seller’s cost plus handling and overhead
charges. Seller will determine all cancellation charges at the time of cancellation
QUANTITIES: Buyer will accept
overruns or underruns on individual items ordered (including customer-furnished
parts), as follows:
Order amount under 1,000 units: plus or minus 10% of quantity
Order amount 1,000 to 10,000 units: plus or minus 5% of
Order amount over 10,000 units: plus or minus 3% of quantity
DELIVERIES: Seller is not responsible
for any damages resulting from delays beyond its control.
RETURNS: No goods may be returned to seller
without seller’s prior written consent. Authorized returns of non-defective
goods will be subject to a minimum restocking charge equal to 15% of seller’s
CLAIMS: All claims by buyer against seller must
be made in writing to Seller within 10 days after buyer’s receipt of the goods.
Failure to give timely notice will constitute buyer’s waiver of all claims relating
to the goods and its order. Any notice of an alleged shortage of weight or
units must include: (a) for weight shortages, a specification of the weight (including
tare); and (b) for unit shortages, a description of the method used in arriving
at the count of the goods.
Unless otherwise specified, all tolerances and dimensions will be to seller’s
11. INSPECTION: Unless
seller otherwise states in writing, Seller inspects goods on a sample basis
only, pursuahnt to its standard inspection procedures.
TOOLS, ETC .: Charges for dies, tools or gages does not transfer their ownership
to buyer or allow buyer the right to remove them from seller’s factory.
13. SHIPMENT: If
buyer requires a certain shipping method, buyer must explicitly state the
method in its purchase order. Otherwise, seller will use its discretion as to
shipping method. Insured shipments will be insured at Buyer’s expense unless seller
otherwise specifies in writing. Shipment is F.O.B. shipping point,
unless seller otherwise explicitly states in writing. Buyer is responsible for
making claims for any losses incurred in shipments. Seller will provide buyer
with reasonable assistance in preparing and prosecuting claims but will not be
required to institute legal action or employ legal counsel.
INSTRUCTIONS: Seller is not responsible for errors or misunderstandings related
to orders or instructions given to Seller by telephone.
CHARGES: Buyer will pay any tax, duty, or other governmental charge relating
to this order.
16. PATENTS: Buyer
will promptly notify seller if it learns of any claim that the goods specified
in the order infringes on any patent. If such a claim arises, Seller may cancel
LABOR STANDARDS ACT: Seller certifies that the goods were produced in compliance
with all applicable requirements of sections 6, 7 and 12 of the Fair Labor
Standards Act, as amended, and of the regulations and orders of the U. S.
Department of Labor, issued under the statute’s section 14.
REGULATIONS: Buyer agrees to comply with the U.S. Export Administration
Act, 50 USC §§2401-2420; the Export Administration Regulations, 15 CFR
§§730-774; the U.S. Arms Export Control Act, 22 USC §§2751-2780; the
International Traffic in Arms Regulations, 22 CFR §§120-130; the Regulations
of the Office of Foreign Assets Control of the U.S. Treasury Department, 31 CFR
§§500-599; the Regulations of the Bureau of Alcohol, Tobacco, and Firearms, 27
CFR §§447-555; the Homeland Security Act of 2002; the U.S. Customs and Border
Protection Regulations, 19 CFR 1-199 ("CBP"); as well as any
applicable export or import requirements of other jurisdictions regardless of
whether or not of the United States. If Seller is supplying defense articles, Buyer
agrees to maintain a valid and current Directorate of Defense Trade Controls
("DDTC") registration. Buyer shall provide its DDTC registration
status (whether registered or not, with expiration date) to Buyer and promptly
advise Buyer of any updates or changes to such information, in the format
requested by Buyer. With respect to defense articles and services furnished
hereunder, Buyer certifies that it has not paid, offered or agreed to pay, and
agrees that it shall not pay, offer or agree to pay, for the purpose of
soliciting, promoting or otherwise to secure the sale of defense articles and
services to or for the use of the armed forces of an international organization
or non-U.S. Country, any (i) fees or commissions in excess of $1,000 or (ii)
political contribution (including any gift, rebate or payment of expenses) to a
non-U.S. person or entity."
If Buyer intends for Seller to conduct work for Buyer in a
foreign country, including but not limited to the use of Buyer's own facility
outside of the U.S. or the use of a foreign affiliate or unrelated
subcontractor, Buyer must provide advance written notification to Seller. Buyer
is responsible for compliance with applicable export control laws and
regulations and for obtaining all export control licenses required by law or
requested by Seller.
ACCEPTANCE OF TERMS AND CONDITIONS: Seller accepts buyer’s orders
only on the condition that buyer agrees to these terms and conditions. If buyer
does not accept the goods on these terms and conditions, the goods are to be
returned at once to Seller, unopened. No agreement or understanding, oral or
written, in any way purporting to modify these terms or conditions, whether
contained in buyer’s purchase order or shipping release forms or elsewhere,
will be binding on seller unless made in writing and signed by seller’s authorized
representative. All prior proposals, negotiations and representations relating
to this order are merged in it.
Waiver by seller of a breach of any one or more of these terms will not be
construed as a waiver of a breach of any of the other terms or a waiver of any