Standard Terms & Conditions of Sale
These standard Terms and Conditions of Sale (“Terms”) apply to the purchase of products and ancillary services (“Products”) by seller (“Seller”) and the buyer (“Buyer”), each of which is identified in the accompanying quotation, credit application, proposal, order confirmation, or invoice (“Sales Confirmation”). These Terms and the Sales Confirmation comprise the entire agreement between the parties (“Agreement”). Buyer accepts these Terms by signing and returning Seller’s quotation, by sending a purchase order in response to the quotation, or by Buyer’s instructions to Seller to ship the Product. No terms, conditions or warranties other than those identified in the quotation and no agreement or understanding, oral or written, in any way purporting to modify the terms and conditions whether contained in Buyer's purchase order or shipping release forms, or elsewhere, shall be binding on Seller unless hereafter made in writing and signed by Seller's authorized representative. Buyer is hereby notified of Seller’s express rejection of any terms inconsistent with this Agreement or to any other terms proposed by Buyer in accepting Seller’s quotation. Neither Seller's subsequent lack of objection to any terms, nor the delivery of the products or services, shall constitute an agreement by Seller to any terms.
All orders placed by Buyer are subject to acceptance by Seller. Orders may not be cancelled or rescheduled without Seller’s written consent. All orders must identify the products, unit quantities, part numbers, applicable prices, shipping instructions, and requested delivery dates of the Products being purchased. Seller may in its sole discretion allocate Product among its Customers. Seller may designate certain Products and Services as non-cancelable, non- returnable (“NCNR”) and the sale of such Products shall be subject to the special terms and conditions contained in Seller’s Customer Acknowledgement or NCNR Product Form, which shall prevail and supersede any inconsistent terms and conditions contained herein or elsewhere.
The prices of the Products are those prices specified on the front of the invoice. Pricing for undelivered Products may be increased in the event of an increase in Seller’s cost, change in market conditions or any other causes beyond the Seller’s reasonable control. Price quotations shall automatically expire in thirty (30) days from the date issued, or as otherwise stated in the quotation.
(a) Seller will deliver the Products within a reasonable time after receiving Buyer’s purchase order, subject to their availability. The delivery date provided by Seller for the Products is only an estimate and is based upon prompt receipt of all necessary information from Buyer. If Buyer causes Seller to delay shipment or completion of the Products, Seller will be entitled to all extra costs and expenses resulting from the delay. Seller will not be liable for any delays, loss, or damage in transit, and failure to deliver within the time estimated will not be a material breach of contract on Seller’s part.
(b) Upon shipment, all product packages will be insured unless specified on Buyer’s Purchase order.
(c) Unless otherwise agreed in writing by the parties, Seller will deliver the Products, EXW (Incoterms® 2010) at the location specified in the Sales Confirmation (“Delivery Location”), using Seller’s standard methods for packaging and shipping. Buyer will take delivery of the Products within three (3) days of Seller’s notice that the Products have been delivered to the Delivery Location. If Buyer fails to take delivery of the Products within this three (3) day period Buyer will pay Seller for the Products and all storage expenses incurred by Seller. Each shipment will constitute a separate sale, and Buyer will pay for the units shipped, whether the shipment is in whole or partial fulfillment, per the instructions of the Buyer's purchase order. Buyer is responsible for obtaining any import licenses and other consents required for a Product shipment at its own expense, and will provide the licenses and consents to the Seller before shipment.
(d) The quantity of any installment of the Products, as recorded by Seller on the dispatch from Seller’s place of business, is conclusive evidence of the quantity received by Buyer upon delivery, unless Buyer provides conclusive evidence to the contrary. Seller will not be liable for any non-delivery of the Products to the Delivery Location, unless Buyer gives written notice to Seller of the non-delivery within five (5) days following the date that Buyer would, in the ordinary course of business, have received the Products. Seller’s liability for any non-delivery of the Products will be limited to replacing the Products within a reasonable time or adjusting the invoice for the Products to reflect the actual quantity delivered.
Unless otherwise agreed to in writing by Seller, all prices quoted are exclusive of transportation and insurance costs, duties, and all taxes including federal, state and local sales, excise and value added, goods and services taxes, and any other taxes. Buyer agrees to indemnify and hold Seller harmless for any liability for tax relating to the sale, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, transportation and taxes shall appear as separate items on Seller’s invoice.
Payment may be made by check, money order, credit card, or wire transfer (all fees are borne by the Buyer). Unless otherwise set forth in the Sales Confirmation, Buyer will pay all invoiced amounts within thirty (30) days following the date of Seller’s invoice. On any past due invoice, Seller may impose interest at the rate of one and a half percent [1.5%] per month. If Buyer fails to make each payment when it is due, Seller reserves the right to change or withdraw credit and thereby suspend or cancel performance under any or all purchase orders or agreements in which Seller has extended credit to Buyer. In the event of default by Buyer, Seller shall be entitled to costs, fees, and expenses, including but not limited to recovery of attorney fees, court costs and fees, and collections costs.
Delivery and Title:
All deliveries will be made “EXWORKS” place of shipment. Title and risk of loss pass to the Buyer upon delivery of the Product to the carrier. Seller’s delivery dates are estimates only, and Seller is not liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of the Seller, nor shall the carrier be deemed an agent of the Seller. A delayed delivery of any part of an Order does not entitle Buyer to cancel other deliveries.
Recognizable material defects must be reported in writing by the Buyer immediately, no later than 15 days after receipt of the goods.
Any gage manufactured by the Seller and not conforming to the reported size and class tolerance, allowing for the establish measurement uncertainty, will be reworked or replaced at no charge, if returned to the Seller within 90 days of shipment. The Seller has no liability for consequential damages or other costs related to a non-conforming or mismarked gage. Custom gages are not returnable unless there is a defect or non-conformity.
Any returns on electronics, columns, or parts thereof, supplied by the Seller, will be reviewed on a per order basis.
Material defects which are not covered:
- natural wear; typical wearing parts, in-particular batteries, rechargeable batteries, measuring devices, gauges;
- the condition of the goods or any damage arising after the delivery of goods; a result of improper handling, storage or installation, failure to comply with installation and handling instructions or excessive use or strain;
- condition of the goods or damage caused by force majeure, special external influences not provided for in the contract, or due to the use of the goods outside the scope of the use or normal use required by the contract;
- non-reproducible software errors. Claims for material defects do not exist if modifications are made to the machine, the controller or the software by third parties or by incorporation of parts of foreign origin, unless the defect is not causally related to the change or the third party expressly states was commissioned. The Seller is not liable for the quality of the goods, which is based on the construction or the choice of material, if the Buyer has prescribed the construction or the material. Claims due to material defects, including recourse claims of the purchaser, are excluded unless the Buyer has arranged for the elimination of the defect to be carried out by the Seller.
Warranty claims can only be declared by the Buyer. The Buyer is not entitled to assign warranty claims against the Seller, unless the Seller has expressly agreed to this assignment in writing.
If the subject matter of the contract is not located at the place of delivery, the Buyer shall bear all additional costs incurred by the Seller in rectifying any defects
Return Freight / Restocking Fee:
Reasonable cancellation or restocking charges may include a minimum 15% restocking fee. This will be deducted from the Buyer’s refund. Seller does not refund the original shipping and handling that the Buyer paid on the order. The Buyer must prepay the return freight charges and the Seller will not accept COD shipments.
The Buyer undertakes to treat the respective agreements strictly confidential. The Buyer undertakes to treat all non-public, commercial and technical details that become known to them through the business relationship as a trade secret.
Drawings, models, templates, samples or similar objects may only be used for fulfilling the contract and not be left to unauthorized third parties or otherwise made accessible. The duplication of such objects is only permitted within the framework of the operational requirements and the copyright regulations.
Force Majeure: Seller is not liable for failure to fulfill its obligations for any accepted Order or for delays in delivery due to causes beyond Seller’s reasonable control including, but not limited to, acts of God, natural or artificial disaster, riot, war, strike, delay by carrier, shortage of Product, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, acts of terrorism, delays in transportation or inability to obtain labor, materials or Products through its regular sources, which shall be considered as an event of force majeure excusing Seller from performance and barring remedies for non-performance. In an event of force majeure condition, the Seller’s time for performance shall be extended for a period equal to the time lost because of the force majeure condition without subjecting Seller to any liability or penalty.