PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE. All users of this site agree that access to and use of this site are subject to the following terms and conditions and other applicable law. If you do not agree to these terms and conditions, please do not use this site.
1. Acceptance of Purchase Orders.
All orders from Buyer shall be deemed accepted only after Seller’s written acceptance is executed by an authorized representative of Seller and shall not be construed to be accepted by any other action of Seller including, but not limited to, commencement of performance or delivery. Seller’s acceptance of any international purchase order is conditioned upon the following actions :(a) Receipt of minimum 20% down payment (unless adjusted or waived during credit review), (b) Approval of credit terms, and (c) Receipt of an acceptable End-Use/End-User certification to satisfy Export Control requirements. Seller’s acceptance of an order issued by Buyer shall be expressly limited to the terms and conditions set forth below and any others expressly set forth or referenced in Seller’s written acceptance. Any additional or different terms referenced in Buyer’s purchase order are subject to Seller’s review and written acceptance. Seller’s Performance Start Date shall be the definitive date after the Buyer’s down payment cleared the Seller’s bank account and/or the letter of credit is operable in the sole opinion of the Seller. These terms and conditions represent the entire agreement between the Buyer and Seller pertaining to the subject matter of this order and shall supersede all prior oral and written agreements, proposals, communications, and documents.
2. Prices and Payment.
All prices will be invoiced in United States dollars and must be paid in full in United States dollars. All prices are assumed to be exclusive of Value - added taxes unless expressly agreed in writing. The prices are for the quantities quoted and cannot be assumed valid for any other quantities.
The buyer shall be invoiced upon shipment. All services require a 50 % payment at the start of the project and the balance due upon completion.
At Seller’s discretion, an irrevocable Letter of Credit maybe required for the full contract price. In such instances, the letter of credit must be issued by a reputable international bank.
Such letter of credit must be:
(a) payable at sight upon presentation, accompanied by commercial invoice and evidence of shipment,
(b) must allow for trans-shipments and partial shipments, and
(c) must state shipment terms as Free Carrier (FCA), Seller’s named U.S.A. facility (INCOTERMS 2010). Buyer shall be liable for bank fees and charges associated with the administration of the letter of credit. Such letter of credit must permit presentation of documents to the United States bank within twenty one (21) days from the date of shipment. Issuance of letters of credit not in accordance with these conditions may result in delay in the acceptance of the order, non-shipment and/or delay of shipment.
Unless otherwise agreed to by Seller in the specific purchase order, Buyer shall pay for all amounts due within thirty days from (a) the date articles are shipped or (b) date of the invoice, whichever is later. Payment will be deemed to have been made when received by Seller. Seller reserves the right to accrue interest on late payments from the date due until receipt by Seller of full payment at the lesser of (a) one and one- half percent per month compounded monthly, or (b) the maximum rate permitted by law.
The Seller shall present the Acceptance Test Procedure to the Buyer who may witness the acceptance testing. Should the Buyer elect not to witness the acceptance testing, the Seller shall proceed with the testing and provide the results to the Buyer.
Should the buyer start using the equipment without issuing an acceptance certificate, then it shall be considered accepted and all outstanding payments shall become due and payable immediately.
4. Delivery and Risk of Loss.
All shipments are Free Carrier (FCA), Seller’s named U.S.A. facility or location (INCOTERMS 2010). Title and risk of loss or damage to an article sold hereunder will pass to Buyer at the FCA point regardless of any provisions for payment of freight or insurance by Seller. Delivery dates are best estimates only and are not guaranteed unless expressly agreed in writing. At its option Seller reserves the right to make deliveries in installments.
If Buyer delays shipment and fails to negotiate a contract change in good faith within fourteen (14) days of the specified ship date, Seller may invoice and warranty shall be deemed to commence as though shipment had occurred as specified. If Buyer fails to pick-up articles within the grace period described above, Seller reserves the right to move such articles into storage or to dispose of such articles and charge any incidental costs to Buyer.
The title and ownership of the equipment will remain with the Seller until paid in full.
5. Force Majeure.
Neither party shall be liable for any delay in performance, excess costs, or other damages, when such delay is directly or indirectly caused by the occurrence of any contingency event beyond the reasonable control either of Seller or Seller’s suppliers (whether or not similar in nature to any of those specified herein), which include, but are not limited to (a) war (whether an actual declaration thereof or not), (b) sabotage, (c) insurrection, (d) riot or other act of civil disobedience, (e) act of a public enemy, (f) rationing allocations, (g) failure or delay in transportation, (h) act of any government or any agency or subdivision thereof, (i) judicial action, (j) labor dispute, (k) accident, (l) fire, (m) explosion, (n) flood, storm or other act of God, (o) shortage of labor, fuel, raw material or machinery or (p) technical failure where Seller has exercised ordinary care in the prevention thereof. Material, tools, dies and other equipment furnished to the Seller by Buyer shall be at Buyer’s risk and expense; however, Seller shall exercise due care in the protection of Buyer’s property. Seller shall notify Buyer in writing within ten (10) calendar days after the beginning of any such event.
Should either party be unable to fulfill a material part of its obligations under this Contract for a period in excess of sixty (60) days due to circumstances beyond its reasonable control as described above, the other party may at its sole discretion terminate the Contract by written notice. Upon either resolution of the Force Majeure event or termination as described, the parties shall proceed in good faith to negotiate an equitable settlement.
6. Taxes, Customs, Licenses and Insurance.
Buyer shall bear all value-added and local income taxes, customs duties, import license fees, excise taxes, work permits, licenses, or other charges imposed by governmental or quasi-governmental bodies, other than Seller's United States income or franchise taxes thereon, assessable on an article or service sold hereunder. Unless agreed in writing between the parties, Buyer assumes responsibility for any satellite or wireless antenna communication certifications or national homologations as may be required by the destination country. Buyer will obtain and pay for any necessary in-transit or other insurance and will bear all other costs of sale after Seller’s delivery to the FCA point. Buyer also agrees to sponsor Seller’s employees for any required VISA applications.
Seller warrants that any article sold to Buyer hereunder, which is provided by Seller, will at the time of shipment be free and clear of all liens and encumbrances, will be free from defects in material and workmanship, and will conform to Seller's applicable specifications or, if appropriate, to Buyer's specifications accepted by Seller in writing. If any article sold hereunder, which is provided by Seller, is not as warranted, Seller will, at its option, repair or replace the article and return the article under the same delivery terms and conditions as originally used or refund the purchase price, provided proof of purchase and written notice of nonconformance are received by Seller within one (1) year from the date of shipment, and provided the non-conforming article is, with Seller's prior written authorization, returned to Seller's facility at Buyer's expense before the expiration of the warranty period. Seller shall warrant repaired articles as to the particular defect subject to repair, for ninety (90) days after shipment or the remaining warranty term, whichever is longer. Seller's total liability is limited to the total price of the article.
This warranty does not apply to any article not in its original condition or which Seller determines has been, by Buyer or otherwise, subjected to testing for other than specified electrical characteristics, to operating and/or environmental conditions in excess of the maximum values established, or to mishandling, misuse, buyer induced damage/faults, neglect, improper installation, testing, repair, alteration, damage, assembly or processing that alters physical or electrical properties. Also excluded from this warranty are ancillary items of indeterminate life, such as bulbs , fuses, etc.
THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS OR REPRESENTATIONS WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED.
Seller warrants that under normal use, the Software shall perform the functions specified in its documentation. If the Software does not conform to its documentation such that its functional performance is significantly affected and Seller is notified in writing within ninety (90) days from the date of purchase along with a copy of the receipt of purchase, Seller shall have the option of refunding the purchase price or replacing the Software as Licensee's exclusive remedy.
8. Product Support and Spares.
Buyer recognizes that its order may occur at any stage of a given product, subsystem or component lifecycle. Accordingly, subsequent to fulfillment of its warranty obligations and except as may be negotiated in the Contract, Seller makes no commitments regarding the time period for availability of spare parts and/or technical support services. From time to time, Seller will make End-of-Life (EOL) product announcements and/or Last Time Buy Notices related to its products, subsystems and components. Seller will cooperate with Buyer in a commercially reasonable manner to support products during their operational lives and recommend appropriate sparing levels and/or locate replacement products, subsystems, and components, as may be applicable.
9. Alternate Products.
The seller reserves the right to provide alternative equipment this is equal and better.
No modification, alteration, addition, or change to this agreement shall be binding on either party unless reduced to writing and duly executed by authorized representatives of both parties.
No purchase order accepted by Seller may be terminated by Buyer for other than Seller’s default except by mutual agreement of Buyer and Seller as evidenced by a written Purchase Order amendment signed by authorized representatives of both parties.
12. Patent and Copyright Indemnification - Hardware/Software.
Seller agrees to defend at Seller's expense any suits against Buyer based on a claim that any article furnished hereunder by Seller to Buyer, excluding software not wholly developed by Seller, infringes a United States patent or United States copyright, and to pay costs and damages finally awarded in any such suit, provided that Seller is notified promptly in writing of the suit, and at Seller's request and expense is given control of the suit and all requested reasonable assistance from the Buyer for the defense of the suit.
UNDER NO CIRCUMSTANCES WILL SELLER BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES ARISING FROM ANY LOSS, DAMAGE, EXPENSE OR INJURY ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS OR COPYRIGHTS. THE FOREGOING STATES THE ENTIRE LIABILITY OF SELLER FOR PATENT OR COPYRIGHT INFRINGEMENT.
13. Rights and Use of Technical Information.
Any specifications, drawings, reprints, technical information or data furnished by Seller to Buyer under this agreement shall remain Seller's property, shall be kept confidential by Buyer, and shall be returned to Seller at Seller's request.
14. Export Control.
Buyer agrees that it will not, without the prior authorization of Seller and the Bureau of Industry and Security, United States Department of Commerce; the Office of Defense Trade Controls, United States Department of State; or the Office of Foreign Assets Control (OFAC), United States Department of the Treasury, whichever is applicable, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any article or technical data or service or direct or indirect article thereof sold or otherwise furnished hereunder to any person within any territory for which the United States Government, or any agency thereof, at the time of such action, requires an export license or other governmental approval, without first obtaining such license or approval.
Prior to the acceptance of any purchase order, Buyer must disclose in writing any actual or intended end-use and end-user. If there is any end-user other than Buyer, then Buyer shall, at the time of its disclosure, identify all pertinent laws or regulations affecting Seller’s performance of this agreement. Seller reserves the right, at its option, to terminate any order hereunder or this agreement itself, or to rescind or revise its offer and price, if there is any such law or regulation that Seller in its sole discretion believes makes this agreement or any order hereunder no longer desirable. Buyer agrees to indemnify and hold harmless Seller, its officers, directors, employees and agents from and against any and all loss or liability for any and all claims, losses, demands, expenses, penalties or costs (including attorneys’ fees) resulting from failure of Buyer to comply with this provision.
15. Limitation of Liability.
Notwithstanding any other provisions or language in this Contract to the contrary, in no event shall Seller’s total liability under this Contract (including breach of contract actions, or any action arising in tort) exceed the total price hereof.
Furthermore, no action shall be brought for any breach of this agreement more than one (1) year after the cause of such action.
UNDER NO CIRCUMSTANCES WILL SELLER BE LIABLE IN CONTRACT OR OTHERWISE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES ARISING FROM ANY LOSS, DAMAGE, EXPENSE OR INJURY SUSTAINED FROM OR IN CONNECTION WITH THE SALE, INSTALLATION, USE, SERVICE OR FAILURE OF ANY ARTICLE SOLD HEREUNDER, OR ANY DEFECT THEREIN, OR FROM ANY OTHER CAUSE. BUYER'S REMEDY, IF ANY, WILL BE STRICTLY LIMITED TO THE TERMS OF THIS CONTRACT.
In the event of translation into a language other than English, the English language version of these terms of sale and all documents related to or connected with this order, including any specifications or statements of work, will be considered the authentic and controlling text for all purposes including but not limited to resolution of conflict or ambiguity in interpretation of rights and obligations under this agreement.
17. Order of Precedence.
In the event that two or more provisions in this Contract conflict and there is no reasonable interpretation that resolves the conflict in a manner that is consistent with the entire Contract, then the parties shall resolve the conflict using the following descending order of precedence: (a) notes in Purchase Order which clarify or document agreement on very specific aspects of Articles contained in these International Terms of Sale; (b) these International Terms of Sale; and (c) the Statement of Work.
18. Governing Law and Disputes.
This agreement shall be governed, construed, and enforced in accordance with the substantive laws of the State of California, U.S.A., excluding its conflict of laws. Any dispute, controversy, or claim, which is not settled by mutual agreement, except for those concerning intellectual property, shall be submitted to a mutually acceptable neutral advisor for initial fact-finding in preparation for mediation or other form of alternate dispute resolution. Any dispute which cannot be so resolved between the parties in good faith within six months of the date of the initial demand for fact-finding, and all disputes relating to intellectual property, shall be finally determined in a court of competent jurisdiction in the State of California, U.S.A. Seller and Buyer expressly disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods to this transaction.
Buyer is not authorized to make any assignment of this agreement without Seller’s prior written consent, which shall not be unreasonably withheld. Buyer understands that Seller’s rights to assign are not restricted and that, in particular, this agreement may be assigned by Seller to any of its affiliates.
This agreement does not include any offset/countertrade commitment. Should the Buyer require any offset/countertrade as a condition of purchase, the Seller reserves the right, at its option, to terminate any order hereunder or this agreement itself, or to rescind or revise its offer and price.
21. Foreign Corrupt Practices Act and Anti-Bribery Laws.
Buyer agrees that in connection with activities under this Agreement it shall not make or promise to make any bribes, improper payments, or provide or offer to provide anything of value, directly or indirectly, to government officials or other parties in violation of the U.S. Foreign Corrupt Practices Act or other applicable anti-bribery laws.
22. Compliance with Laws.
Seller represents, warrants, and certifies that it will comply with all: (a) laws applicable to the articles, services and/or the activities contemplated or provided under this Contract, including, but not limited to, any national, international, federal, state, provincial or local law, treaty, convention, protocol, common law, regulation, directive or ordinance and all lawful orders, including judicial orders, rules and regulations issued thereunder, including without limitation those dealing with the environment, health and safety, employment, records retention, personal data protection and the transportation or storage of hazardous materials and (b) good industry practices, including the exercise of that degree of skill, diligence, prudence and foresight, which can reasonably be expected from a competent Seller who is engaged in the same type of manufacture or service under similar circumstances.
23. Environment, Health and Safety
Seller further agrees at Buyer’s request to provide certificates relating to any applicable legal requirements or to update any and all of the representations, warranties, certifications and covenants under this Contract in form and substance satisfactory to Buyer.
Buyer acknowledges that it has read and understands and agrees to be bound by these terms of sale, that these terms of sale are the complete and exclusive statement of the agreement between the parties and supersede all prior communications between the parties relating to the sale of articles or services hereunder. No waiver of a breach or a provision of this agreement will constitute a waiver of any other breach or provision. If any part of these terms is declared null and void, the remaining portions will remain in full force and effect. It is hereby agreed that the rights and obligations of the parties contained in Articles 8, 10, and 13 through 24 shall survive and continue after any termination or cancellation of this order and shall continue to bind the parties, their successors, their assigns and their legal representatives.
25. Orders for Labor Services Only .
In the event that this order pertains only to labor services being provided by Seller to Buyer, the word “article” shall mean “services. In addition, Articles 3, 4, 7.1, 7.2, 8, 12 and 23 are not applicable to such services provided by Seller.