Terms & Conditions:
Seller desires to provide its Customers with prompt and efficient service. However, to negotiate individually the terms and conditions of each sales contract would substantially impair Seller’s ability to provide such service. Accordingly, Products and services furnished by seller are sold only on terms and conditions stated herein. Notwithstanding any terms or conditions on Customer’s order, Seller’s performance of any contract is expressly made conditional on Customer’s agreement to Seller’s Terms and Conditions of Sale unless otherwise specifically agreed to in writing by seller. In the absence of such agreement, commencement of performance and/or delivery shall be for Customer’s convenience only and shall not be deemed or construed to be acceptance of Customer’s terms and conditions stated herein. All contracts for the sale of products shall be constructed under and governed by the law of the location of Seller’s manufacturing plant from which the products are shipped.
All orders not responding to a quotation issued by seller shall be subject to acceptance by seller only at its plant.
If buyer makes changes in the specifications applicable to this agreement or any individual purchase order hereunder, buyer will be responsible for seller’s additional costs in compliance with such changes.
RESCHEDULING, PRODUCT HOLD, STOP SHIPMENTS
Seller will attempt to accommodate written requests to reschedule or stop ship/hold products already on order. Since seller manufactures to customer order by line item, the rescheduling or placing of orders on hold at no cost to buyer will not ordinarily be possible. Seller agrees to reschedule or place on hold products, upon written ninety (60) days prior to buyer’s request date. If the affected orders specify military hi-rel products, the applicable time will be ninety (90) days for standard hi-rel products and one hundred twenty (120) days for hi-rel products manufactured to buyer’s specifications.
Requests to reschedule product, where the applicable notice is not given, will subject the buyer for the reasonable costs associated therewith.
ASSIGNMENTS AND TERMINATIONS
Any assignment by customer of any contract hereunder without the express written consent of seller is void. No order may be terminated by customer except by mutual agreement in writing. Terminations by mutual agreement are subject to the following conditions:
Customer will pay, at applicable contract prices, for all products, which are completely manufactured and allocable to customer at the time of seller’s receipt of notice of termination.
Customer 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 reasonable costs of processing the termination (including settlement expense and the attorney fees, if applicable), together with a pro-rata portion of normal profit on the contract or the full contract price of the order, whichever is less.
Customer will pay a termination charge on all other products affected by the termination.
Seller’s normal accounting practices shall be used to determine costs and other charges. To reduce termination charges, seller will divert completed parts, material or work-in process from terminated contracts to other customers whenever, in seller’s sole discretion, if it is practicable to do so.
• A Blanket Order is an agreement to purchase a specified number of products over a designated period of time. Pricing may be based upon the total quantity ordered. Once the Blanket Order is placed it cannot be canceled. All products shipped under a blanket order are non-returnable.
• Order must be completed within 12 months of original order date.
• No reduction in Blanket Order quantity or Purchase Order value is allowed.
• Pricing is firm for the term of the Blanket Order regardless of increases in quantity.
• If the entire quantity ordered is not released within twelve (12) months of the order date, seller will ship all remaining finished material for customers order and bill the customer.
• Customer will be re-billed at the unit price applicable for the total quantity shipped and the balance of the order will be cancelled. Customer is totally liable for any work in process material held at seller’s premises for the blanket order and will pay a termination charge on orders affected by the cancellation.
QUOTATIONS AND PRICES
All quotations are subject to the terms and conditions stated herein as well as any additional terms and conditions that may appear on the face hereof. In the case of a conflict between the terms and conditions stated herein and those appearing on the face hereof, the latter shall control. Seller’s prices and quotations are subject to the following:
All published prices are subject to change without notice.
Unless otherwise specified in writing, all quotations are firm, and expire, thirty (30) days after date thereof, and constitute offers: provided that, budgetary quotations and estimates are for preliminary information only and shall neither constitute offers, nor impose any responsibility or liability upon seller.
Unless otherwise stated in writing by seller, all prices quoted shall be exclusive of transportation, insurance, taxes (including, without limitation, any sales, use or similar tax, and any levied on or assessed to seller after product delivery by reason of seller’s security interest in products), license fees. Customer shall report and pay any and all such shipping charges, premiums, taxes, fees, duties and other charges related thereto, and shall hold seller harmless there from: provided that, if seller, in its sole discretion, chooses to make any such payment, customer shall reimburse in full upon demand.
Stenographical, typographical and clerical errors are subject to correction.
Prices quoted are for products only and do not include technical data, proprietary rights of any kind, patent rights, qualification, environmental or other than seller’s standard tests, and other than seller’s normal domestic commercial packaging, unless expressly agreed to in writing by seller.
Unless credit is granted, payment is due upon delivery. All payments for products released and shipped on approved credit accounts shall be due in full thirty (30) days from date of invoice thereafter. Past due balances shall be subject to a service charge of 18% per annum, but not more than the amounts allowed by law. Partial shipments will be billed as made, and payments therefore are subject to the above terms. Payment shall not be withheld for delay in delivery of required documentation unless a separate price is stated therefore, and then only to the extent of the price stated for such undelivered documentation. Seller may cancel or delay of products in the event customer fails to make prompt payment therefore, or in the event of an arrearage in customer’s account with seller.
SECURITY AGREEMENT (Condition of Sale) It is agreed by customer and seller that as to the products, equipment and/or inventory (referred to herein as “products”) which are the subject of this contract of sale and all accessions thereto, and proceeds thereof, a purchase money security interest shall attach with seller as secured party, and with respect to products which are resold in any form by customer. Seller shall be the assignee of any security interest which customer retains or obtains in such products, until customer has made payment in full therefore in accordance with the terms hereof. Customer shall be in default if it fails to make any payment as provided for herein or if bankruptcy, receivership, or insolvency proceedings are instituted by or against customer or if customer makes any assignment for the benefit of creditors. Upon customer’s default, seller shall have all the rights and remedies of a secured creditor, as well as those of a seller of goods, under the uniform commercial code, and other applicable law, including but not limited to the RIGHT TO TAKE POSSESSION of the products herein furnished. Seller may remedy any default and may waive any default without waiving the default remedied or without waiving any prior or subsequent default. Customer agrees to cooperate fully and assist seller in protecting and/or continuing seller’s security interest and to execute such documents and accomplish such filings and/or recordings thereof as seller may deem necessary for the protection of seller’s interest in the products herein furnished. The making of this contract of sale by customer and seller constitute their signing of this agreement.
Seller will make all reasonable effort to observe its dates indicated for delivery or other performance. However, seller shall not be liable in any way because of any delay in performance hereunder due to acceptance of prior order, technical difficulties, strike, lockout, riot, war, fire, act of God, accident, failure or breakdown of components necessary to order completion, subcontractor, supplier or customer-caused delays, inability to obtain or substantial rises in the price of labor, materials or manufacturing facilities, curtailment of or failure to obtain sufficient electrical or other energy supplies, or compliance with any law, regulation or order, whether valid or invalid of any cognizant governmental body or any instrumentality thereof whether now existing or hereafter created, or due to any instrumentality thereof whether now existing or hereafter created, or due to any unforeseen circumstances or causes beyond its control. Provided such delay is neither material nor indefinite, seller’s performance shall be deemed suspended during and extended for such time as it is so delayed, and thereafter customer shall accept performance hereunder. Delay in performance shall not be considered material or indefinite unless it exceeds or is reasonably estimated by seller to exceed a period of six (6) months. If such a situation occurs, seller may (a) cancel agreement in its entirety; (b) suspend this agreement for duration of the delaying cause; (c) resume performance hereunder once the delaying cause ceases with an option for seller to extend the time of performance hereunder up to the length of time the contingency endured. In addition, seller’s inventories and current production must be allocated so as to comply with applicable Government regulations. In the absence of such regulations, seller reserves the right in its sole discretion, to allocate inventories and current production and substitute suitable materials when, in its opinion, such allocation or substitution is necessary due to such circumstances or causes. In the interest of conversation of scarce material, products may contain recycled parts. Such parts are subject to the same high standards of quality control applied to other materials and components. No penalty clause of any kind shall be affective. As used herein, “performance” shall include, without limitation, fabrication, shipment, delivery, assembly, installation, testing and warranty repair or replacement, as applicable. The seller shall, upon buyer’s request, promptly return all drawings and specifications to buyer.
The furnishing by seller of a product to the customer shall constitute acceptance of that product by customer, unless notice of defect or nonconformity is received by seller within thirty (30) days of receipt of the product at customer’s designated receiving address; provided that, for products for which seller agrees in writing to perform acceptance testing after installation, the completion of seller’s applicable acceptance tests, or execution of seller’s acceptance form by customer, shall constitute acceptance of the products by customer, its agents, employees, contractors or licensees, for any purposes, after receipt thereof, shall constitute acceptance of that product by customer. Seller may repair or, at its option, replace defective or nonconforming parts after receipt of notice of defect or nonconformity.
Some experimental, developmental or special application products, or products with a life test requirement, are sold without warranty. In such case, seller warrants that the products meet applicable specifications when shipped by seller, but seller shall have no other further responsibility therefore, whatsoever.
Seller’s aggregate liability in damages or otherwise shall not exceed the payment, if any, received by seller for the unit of product or service furnished or to be furnished, as the case may be which is the subject of claim or dispute. In no event shall seller be liable for incidental, consequential, or special damages, howsoever caused.
All disputes under any contract concerning products not otherwise resolved between seller and customer shall be resolved in a court of competent jurisdiction for the location of seller’s manufacturing plant from which the products are shipped, and in no other place. Provided that, in seller’s sole discretion, such action may be heard in some other place designated by seller (if necessary to acquire jurisdiction over third persons), so that the dispute can be resolved in one action, customer hereby consents to the jurisdiction of such court or courts and agrees to appear in any such action upon written notice thereof. No action, regardless of form, arising out of, or in any way connected with, the products or services furnished by seller, may be brought by customer more than one (1) year after the cause of action has acquired.
If any part, provision or clause of the terms and conditions of sale, or the application thereof to any person or circumstances, is held invalid, void, or unenforceable, such holding shall not affect and shall leave valid all other parts, provisions, clauses or applications of the terms and conditions remaining, and to this end the terms and conditions shall be treated as severable.