ELECTRIC MOTOR & ACTUATOR TECHNOLOGIES
TERMS & CONDITIONS OF SALE
1. Order Acceptance. All orders are subject to acceptance by seller. Any terms and conditions originating with Buyer are superseded by the Terms and Conditions set forth herein and shall not become part of the order. Terms and Conditions contained in any purchase order or other form of communication from Seller’s customers, which are additional to or at variance with these terms and conditions, shall be deemed rejected by Seller. Acknowledgement of the receipt of any order, including the signing and returning to Buyer its acknowledgement copy, if any, shall not constitute acceptance by Seller of any additional or different Terms and Conditions, nor shall Seller’s commencement of performance, in itself, be construed as acceptance of an order containing additional or different Terms and Conditions. Seller shall have no liability until and unless the orders are accepted.
2. Prices and Delivery. Prices are subject to change without notice. All quotations are valid for 30 (thirty) days, unless otherwise noted in Seller’s quotation. Prices are quoted F.O.B. shipping point. Prices do not include any present or future federal, state, county, local, VAT, or other taxes, or costs of special packaging or insurance. Freight charges will be prepaid and added to invoice. Factory shipping dates given in advance of actual shipment are estimates by the Seller and shall not be deemed to represent fixed or guaranteed shipping dates. All dates scheduled for performance of services are not fixed or guaranteed. All shortages, damages, shipment errors, and claims of non-delivery must be made within 15 (fifteen) days of invoice. Delay in any delivery installment shall not relieve Buyer of its obligation to accept remaining shipments.
3. Terms and Payment. Payment terms are Net 30 days, subject to approval of credit, unless expressly stated differently on the invoice or quotation. Orders without established credit will require prepayment or COD, or payment by any credit card accepted by the Seller. If Buyer shall fail to make any payment to Seller within the time required, a service charge shall accrue from the due date at a rate of one and one half percent (1.5%) per month until full payment has been made. Buyer shall be liable for reasonable attorney’s fees incurred with any necessary collection of payments.
4. Returned Goods and Termination or Cancellation of PO. No goods may be returned for credit or exchange without a Returned Goods Authorization (RGA) number issued by the Seller. All claims for returns must be in writing and made within 30 (thirty) days of shipment. In the event of termination or cancellation of a purchase order, the Buyer recognizes its financial responsibility for the materials and labor expended by Seller on behalf of the Buyer. Buyer understands and agrees that any order cancelled for material that is dedicated, special, or specific to the Buyer or that is not a standard, normally stocked item will be subject to a cancellation charge of up to 75% of the value of the order remaining open at the time of the cancellation.
5. Changes to Orders. Changes in whole or in part of the order can be made only with Seller’s written consent and upon terms that will permit an equitable adjustment to be made in both the price and schedule of the products to be delivered. Changes will be authorized only by the Seller’s Sales Manager, or by the Sales Manager’s designated representative.
6. Limited Warranty. Seller warrants all products manufactured by it to be free of defects in workmanship and materials when used under normal operating conditions in accordance with specifications. In the event of breach of warranty with respect to products manufactured by Seller, the sole responsibility of Seller shall be to repair or replace at its option any of its products which have been found to be defective within the warranty period. This limited warranty will be invalid with respect to products modified by Buyer, unless specifically approved in writing by Seller. With respect to products manufactured by others and sold by Seller, the Buyer shall be entitled to the benefits and subject to the limitations of any warranty received by Seller from the manufacturer, and the sole responsibility of the Seller shall be to use reasonable efforts to cause the manufacturer to perform the manufacturer’s warranty in accordance with its terms. The warranty of Seller shall be in effect for a period of 12 (twelve) months from the date of delivery on products manufactured by the Seller or until the expiration of the manufacturer’s warranty for products manufactured by others.
This warranty is in lieu of any other expressed or limited warranties, including (but not limited to) any implied warranties of merchantability or fitness for a particular use or purpose. no other warranty, express or implied, whether or not similar in nature to any other warranty provided herein, shall exist with respect to the goods sold under the provision of these terms and conditions. all other such warranties are hereby expressly waived by the buyer.
in no event, whether as a result of breach of contract, warranty, tort (including negligence) or otherwise, shall seller be liable for any special, consequential, or punitive damages, whether forseen or forseeable, including but not limited to loss of profit or revenues, loss of use of the products, damage to associated equipment, cost of capital, cost of substitute products or apparatus, facilities, services or replacement poser, down time costs, or claims of third persons who buy from or deal with customers of seller for such damages. without limiting the foregoing, the maximum liability, if any, of seller from any cause whatsoever shall be the original cost of any defective products sold or services provided.
7. Inspection and acceptance of product. Final inspection and acceptance of product provided under this order shall be made by Buyer within 15 (fifteen days) of receipt of the product at Buyer’s facility. Failure of Buyer to inspect and reject in writing, said product within the above time period shall be deemed to mean acceptance has occurred.
8. Ownership/Data Rights. Buyer shall have no right in Seller’s technical data or intellectual property rights associated with this order. All specifications, drawings, designs, data, information, ideas, methods, tools, gages, dies, fixtures, patterns and/or inventions made, conceived, developed or acquired by Seller in connection with procuring and/or executing Buyer’s order will vest in and inure to Seller’s sole benefit notwithstanding any charges therefore which may have been or may be imposed by Seller. Buyer shall not give, loan, exhibit, sell, or transfer to any person not then employed by Buyer and authorized to receive such information, or to any organization or entity, any drawing, photograph, or specification furnished by Seller or reproduction thereof which may enable such person, organization, or entity to furnish similar parts thereof.
9. Indemnity. Buyer shall indemnify, hold harmless, and defend Seller and Seller’s employees and agents from and against any and all damages, liabilities, claims, losses, and expenses (including reasonable attorneys’ fees, court costs, and out-of-pocket expenses) arising out of, or resulting in any way from claims by customers of Buyer and third parties against Seller alleging a breach of contract or warranty of Seller or injury or damage to persons or property caused in any manner by the products covered by the order while in possession or under the control of Buyer or Buyer’s successor or assigns. Buyer shall hold Seller harmless against any expense or loss resulting from infringement of patents or trademarks arising from specifications of products that have been provided by Buyer to Seller and from compliance with Buyer’s designs or instructions.
10. Export Restrictions. Buyer acknowledges that the products and any technical data related to the products may be controlled for export by the U.S. Department of Commerce or Department of State and that such product may require authorization prior to export or re-export from the United States. Buyer agrees that it will not export, re-export, or otherwise distribute the products or any technical data related thereto, in violation of any export control laws or regulations of the United States.
11. Waiver. Seller’s failure to insist on performance of any of these Terms and Conditions herein or to exercise any right or privilege or the waiver of any breach hereunder shall not thereafter waive any other terms, conditions, or privileges, whether of the same or similar type.
12. Assignment. Buyer shall not assign, subcontract, or otherwise transfer the order, in whole or in part, without the prior written consent of Seller, and any such assignment , subcontract, or transfer without Seller’s prior written consent shall be void.
13. Changes to Terms and Conditions. Seller has the right to unilaterally change these Terms and Conditions. Changes will become effective on the date the Terms and Conditions are changed, and will apply to any order received on, or after, the date of change.
14. Governing Law. This order shall be governed and construed in accordance with the laws of the State of California, USA. Buyer hereby irrevocably agrees that all disputes arising out of or relating to these Terms and Conditions or the goods sold hereunder that cannot be resolved by the parties shall be resolved only by the State or Federal courts located in San Bernardino County, California. Buyer hereby irrevocably consents and submits to the exclusive jurisdiction and venue of such State and Federal courts and waives any objection or right to consent said jurisdiction or venue or that any such action or proceeding was brought in an inconvenient court. No actions arising out of the sale of products covered by this order, other than an action by Seller to recover the purchase price of such products, may be brought by either party more than 1 (one) year after the cause of action accrues.
15. Entire Agreement. The Terms and Conditions shall become effective upon acceptance. It is expressly understood and agreed by the Buyer and Seller that this document (together with Buyer’s purchase order, if any, or separate document to which these Terms and Conditions may be attached) constitute the full understanding of the parties, a complete allocation of the risks between them, and the final and entire agreement between them. Any other Terms and Conditions, whether contained in any purchase order, invoice, acknowledgement or any other document, which may vary from any term or condition contained herein shall not be made except with the written consent of both Seller and Buyer.
2. Prices and Delivery. Prices are subject to change without notice. All quotations are valid for 30 (thirty) days, unless otherwise noted in Seller’s quotation. Prices are quoted F.O.B. shipping point. Prices do not include any present or future federal, state, county, local, VAT, or other taxes, or costs of special packaging or insurance. Freight charges will be prepaid and added to invoice. Factory shipping dates given in advance of actual shipment are estimates by the Seller and shall not be deemed to represent fixed or guaranteed shipping dates. All dates scheduled for performance of services are not fixed or guaranteed. All shortages, damages, shipment errors, and claims of non-delivery must be made within 15 (fifteen) days of invoice. Delay in any delivery installment shall not relieve Buyer of its obligation to accept remaining shipments.
3. Terms and Payment. Payment terms are Net 30 days, subject to approval of credit, unless expressly stated differently on the invoice or quotation. Orders without established credit will require prepayment or COD, or payment by any credit card accepted by the Seller. If Buyer shall fail to make any payment to Seller within the time required, a service charge shall accrue from the due date at a rate of one and one half percent (1.5%) per month until full payment has been made. Buyer shall be liable for reasonable attorney’s fees incurred with any necessary collection of payments.
4. Returned Goods and Termination or Cancellation of PO. No goods may be returned for credit or exchange without a Returned Goods Authorization (RGA) number issued by the Seller. All claims for returns must be in writing and made within 30 (thirty) days of shipment. In the event of termination or cancellation of a purchase order, the Buyer recognizes its financial responsibility for the materials and labor expended by Seller on behalf of the Buyer. Buyer understands and agrees that any order cancelled for material that is dedicated, special, or specific to the Buyer or that is not a standard, normally stocked item will be subject to a cancellation charge of up to 75% of the value of the order remaining open at the time of the cancellation.
5. Changes to Orders. Changes in whole or in part of the order can be made only with Seller’s written consent and upon terms that will permit an equitable adjustment to be made in both the price and schedule of the products to be delivered. Changes will be authorized only by the Seller’s Sales Manager, or by the Sales Manager’s designated representative.
6. Limited Warranty. Seller warrants all products manufactured by it to be free of defects in workmanship and materials when used under normal operating conditions in accordance with specifications. In the event of breach of warranty with respect to products manufactured by Seller, the sole responsibility of Seller shall be to repair or replace at its option any of its products which have been found to be defective within the warranty period. This limited warranty will be invalid with respect to products modified by Buyer, unless specifically approved in writing by Seller. With respect to products manufactured by others and sold by Seller, the Buyer shall be entitled to the benefits and subject to the limitations of any warranty received by Seller from the manufacturer, and the sole responsibility of the Seller shall be to use reasonable efforts to cause the manufacturer to perform the manufacturer’s warranty in accordance with its terms. The warranty of Seller shall be in effect for a period of 12 (twelve) months from the date of delivery on products manufactured by the Seller or until the expiration of the manufacturer’s warranty for products manufactured by others.
This warranty is in lieu of any other expressed or limited warranties, including (but not limited to) any implied warranties of merchantability or fitness for a particular use or purpose. no other warranty, express or implied, whether or not similar in nature to any other warranty provided herein, shall exist with respect to the goods sold under the provision of these terms and conditions. all other such warranties are hereby expressly waived by the buyer.
in no event, whether as a result of breach of contract, warranty, tort (including negligence) or otherwise, shall seller be liable for any special, consequential, or punitive damages, whether forseen or forseeable, including but not limited to loss of profit or revenues, loss of use of the products, damage to associated equipment, cost of capital, cost of substitute products or apparatus, facilities, services or replacement poser, down time costs, or claims of third persons who buy from or deal with customers of seller for such damages. without limiting the foregoing, the maximum liability, if any, of seller from any cause whatsoever shall be the original cost of any defective products sold or services provided.
7. Inspection and acceptance of product. Final inspection and acceptance of product provided under this order shall be made by Buyer within 15 (fifteen days) of receipt of the product at Buyer’s facility. Failure of Buyer to inspect and reject in writing, said product within the above time period shall be deemed to mean acceptance has occurred.
8. Ownership/Data Rights. Buyer shall have no right in Seller’s technical data or intellectual property rights associated with this order. All specifications, drawings, designs, data, information, ideas, methods, tools, gages, dies, fixtures, patterns and/or inventions made, conceived, developed or acquired by Seller in connection with procuring and/or executing Buyer’s order will vest in and inure to Seller’s sole benefit notwithstanding any charges therefore which may have been or may be imposed by Seller. Buyer shall not give, loan, exhibit, sell, or transfer to any person not then employed by Buyer and authorized to receive such information, or to any organization or entity, any drawing, photograph, or specification furnished by Seller or reproduction thereof which may enable such person, organization, or entity to furnish similar parts thereof.
9. Indemnity. Buyer shall indemnify, hold harmless, and defend Seller and Seller’s employees and agents from and against any and all damages, liabilities, claims, losses, and expenses (including reasonable attorneys’ fees, court costs, and out-of-pocket expenses) arising out of, or resulting in any way from claims by customers of Buyer and third parties against Seller alleging a breach of contract or warranty of Seller or injury or damage to persons or property caused in any manner by the products covered by the order while in possession or under the control of Buyer or Buyer’s successor or assigns. Buyer shall hold Seller harmless against any expense or loss resulting from infringement of patents or trademarks arising from specifications of products that have been provided by Buyer to Seller and from compliance with Buyer’s designs or instructions.
10. Export Restrictions. Buyer acknowledges that the products and any technical data related to the products may be controlled for export by the U.S. Department of Commerce or Department of State and that such product may require authorization prior to export or re-export from the United States. Buyer agrees that it will not export, re-export, or otherwise distribute the products or any technical data related thereto, in violation of any export control laws or regulations of the United States.
11. Waiver. Seller’s failure to insist on performance of any of these Terms and Conditions herein or to exercise any right or privilege or the waiver of any breach hereunder shall not thereafter waive any other terms, conditions, or privileges, whether of the same or similar type.
12. Assignment. Buyer shall not assign, subcontract, or otherwise transfer the order, in whole or in part, without the prior written consent of Seller, and any such assignment , subcontract, or transfer without Seller’s prior written consent shall be void.
13. Changes to Terms and Conditions. Seller has the right to unilaterally change these Terms and Conditions. Changes will become effective on the date the Terms and Conditions are changed, and will apply to any order received on, or after, the date of change.
14. Governing Law. This order shall be governed and construed in accordance with the laws of the State of California, USA. Buyer hereby irrevocably agrees that all disputes arising out of or relating to these Terms and Conditions or the goods sold hereunder that cannot be resolved by the parties shall be resolved only by the State or Federal courts located in San Bernardino County, California. Buyer hereby irrevocably consents and submits to the exclusive jurisdiction and venue of such State and Federal courts and waives any objection or right to consent said jurisdiction or venue or that any such action or proceeding was brought in an inconvenient court. No actions arising out of the sale of products covered by this order, other than an action by Seller to recover the purchase price of such products, may be brought by either party more than 1 (one) year after the cause of action accrues.
15. Entire Agreement. The Terms and Conditions shall become effective upon acceptance. It is expressly understood and agreed by the Buyer and Seller that this document (together with Buyer’s purchase order, if any, or separate document to which these Terms and Conditions may be attached) constitute the full understanding of the parties, a complete allocation of the risks between them, and the final and entire agreement between them. Any other Terms and Conditions, whether contained in any purchase order, invoice, acknowledgement or any other document, which may vary from any term or condition contained herein shall not be made except with the written consent of both Seller and Buyer.