Terms and Conditions for Applied Interconnect:
1. General Conditions
a) No understanding, promise, or representation, and no waiver, alteration, or modification of any of the provisions stated shall be binding upon the Seller unless accepted in writing by Seller.
b) All orders are subject to credit approval and final acceptance by Seller.
Unless otherwise specifically provided, delivery of the equipment shall be made F.O.B. shipping point, at which time the title and risk of loss shall pass to the Buyer. Seller shall not be liable for delays in delivery or in performance, or failure to manufacture due to causes beyond its reasonable control.
3. PACKING, MARKING, AND SHIPPING
Goods shall be packed, marked and shipped using good commercial practices for protection and shipping. Enhanced service will be separately specified and an additional charge will be made to meet the Buyer's prescribed requirements.
Minor performance variations, as mutually agreed by the Buyer and Seller, will not be deemed to constitute failures to comply with specification requirements or constitute defects in materials or workmanship. Seller reserves the right to discontinue manufacture of goods and change specifications without prior notice, provided the performance of manufactured by Seller are neither adversely affected nor reduced below any contract specifications. Seller also reserves the right to make product improvements without any obligation or responsibility to incorporate such changes in goods previously manufactured or delivered.
a) Seller reserves the right to revise and announce new prices for the goods covered in quotations. Seller will honor the old prices if an order is received prior to the expiration of a valid quotation outstanding at the time of the price change. Subsequent orders for the same goods are subject to the revised of newly-announced prices. Unit prices are applicable only to the specified quantity and are subject to revision if the quantity is changed.
b) Prices exclude direct charges for special tooling or special tests unless these additional procedures are separately defined, priced and listed.
Unless otherwise stated, quoted prices do not include sales, use, excise, or similar taxes nor export or import fees. Such taxes and fees will be borne by the Buyer.
a) Terms of payment are Net 30 days after date of invoice, unless otherwise specified on the invoice.
b) Goods held for the Buyer beyond a reasonable period shall be at the risk of the Buyer and subject to warehouse charges.
c) Seller reserves the right to require payment in advance and otherwise modify credit terms.
Seller warrants to the Buyer that all Seller goods when sold are free from defects in materials and workmanship under normal use and service for a period of one year from the date of shipment, as evidenced by Seller's packing list or transportation receipt.
Seller's obligation under this warranty shall be limited to the repair or replacement of goods, at Seller's option, which Seller's examination shall disclose to it is satisfaction to be defective. In no event shall Seller's liability for any breach of warranty exceed the net selling price of the defective goods.
Seller has no obligation or responsibility for goods which have been repaired or altered by other than Seller's employees.
THIS WARRANTY IS THE ONLY WARRANTY MADE BY SELLER AND IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED. WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE ARE SPECIFICALLY EXCLUDED.
9. WARRANTY CLAIM PROCEDURES
Defective goods must be returned, transportation charges prepaid to Seller for correction.
Seller will pay return transportation charges for warranty repair. Upon redelivery of goods corrected under this warranty, the repaired or replaced portions shall be subject to this warranty for a period of 90 days or until expiration of the original warranty, which ever is later. All claims of failed or defective goods must be in writing and received by the Seller within the specified warranty period.
Repair or replacement of defective goods will be at Seller's discretion and for the Buyer's account when the cause of failure is determined by Seller's examination to be misuse, mishandling, or abnormal conditions of operation. In such event affirm price quotation for correction of the goods may be submitted to the Buyer. No repair or replacement work will be initiated prior to receipt of the Buyer's written authorization to proceed and approval of price, except as may be necessary to complete Seller's examination of the goods. If returned goods are determined not to be defective or if the Buyer elects not to authorize correction at its expense of goods not covered by this warranty, the Seller may charge a reasonable amount for such evaluation. Any amounts due Seller under these conditions will be subject to the same payment terms as the original sale. The Buyer will not recover from Seller by offset, deduction, or otherwise, the price of any goods returned to Seller under this warranty.
10. LIMITATION OF LIABILITY
Seller's liability of any claim of any kind, whether in contract or in tort including negligence, for any loss of damage arising from, connected with, or resulting from this contract (or quotation), or from the performance or breach thereof, or from the design, manufacture, safe, delivery, installation, inspection, operation, or use of any equipment covered by or furnished under this contract, shall in no case exceed the purchase price of the goods which give rise to the claim. In no event whether as a result of breach of contract or warranty or alleged negligence, shall Seller or its employees, agents, suppliers, or contractors be liable for special, incidental, exemplary, or consequential damages including, but not limited to, loss of profits or revenue, loss of use of the goods or any associated equipment, cost of capital, cost of substitute equipment, facilities or services, downtime costs, or claims of customers of the Buyer for such damages.
a) Orders which are cancelled prior to shipment, if standard items, are subject to a 25% restocking charge for those items already in production or in finished goods inventory awaiting shipment to Buyer.
b) Orders which are cancelled prior to shipment, if those items are "custom" items designed or modified to the Buyer's specifications, are essentially non-cancelable for that portion in production or in finished goods inventory awaiting shipment to the Buyer, and are subject to full recovery costs.
12. APPLICABLE LAW
The terms of quotations and any resultant orders shall be governed by and interpreted in accordance with the laws of the State of California.