The “Company” hereinafter references the seller being the titled name set out on the Quotation, Order Confirmation and/or Acknowledgement and Invoice, while the “Buyer” references the addressee set out on the said Quotation, Order confirmation and/or Acknowledgement and Invoice.
THE FOLLOWING TERMS AND CONDITIONS ARE AN INTEGRAL PART OF THE COMPANY’S INVOICE, QUOTATION AND ORDER CONFIRMATION AND/OR ACKNOWLEDGEMENT. ACCEPTANCE IS EXPRESSLY MADE SUBJECT TO THESE TERMS AND CONDITIONS. NONE OF THE TERMS AND CONDITIONSMAY BE ADDED TO, MODIFIED, SUPERSEDED OR OTHERWISE CHANGED EXCEPT AS AGREED IN WRITING BY THE COMPANY. ALL ORDERS RECEIVED FROM THE BUYER BY THE COMPANY SHALL BE GOVERNED ONLY BY THE TERMS AND CONDITIONS CONTAINED IN THIS REGARDLESS OF THOSE THAT MAY BE STATED ON BUYER’S PURCHASE ORDER, RELEASE OR OTHER DOCUMENT FOR THE PURCHASE OF PRODUCTS.
All products will be shipped in accordance with the terms of delivery agreed between the parties in an accepted purchase order (“Purchase Order”) as set out in the Company’s Quotation and Order Confirmation or Acknowledgement. All shipments should be inspected by the Buyer immediately upon receipt and should there be evidence of damage or loss in transit, claims or tracers upon carrier must be filed by the Buyer. The Company will assist in tracing shipments upon request.
The Company will exercise reasonable business practice to meet the delivery date(s) set forth on the front or as otherwise agreed, provided it has been given all shipping information sufficiently prior to the shipment date(s). If the Buyer is not ready to accept delivery, then the Company reserves the right to deliver the products in consignment at the Buyer’s cost. Rescheduling requests are subject to Seller’s rescheduling policy. The Company’s minimum order quantities (MOQ) shall apply. In the event of shortages, the Company may allocate available products among its customers.
4. WARRANTY: The Company hereby warrants that all products furnished under the Buyer’s Purchase Order shall: be free from defects in material and workmanship, and our suppliers has good title to the products. In no event the Company have any obligation to make repairs, replacements or corrections required, in whole or in part, as a result of: (i) normal wear and tear, (ii) accident, disaster or force majeure event), (iii) misuse, fault or negligence of the Buyer, (iv) causes external to the products such as, but not limited to, power failure or electrical power surges; (v) improper storage and handling of the products; (vi) use of the products in a manner for which they were not designed; or (vii) alteration or modification made by anyone other than the Company to any products furnished by the Company. All of the rejected defective or non-conforming products shall be returned to the Company in accordance with the Company’s RMA return procedure. The Company will be responsible for the commercially reasonable cost of returning any defective products. No product shall be returned to the Company without its prior written consent. Such warranties shall survive any inspection, delivery, acceptance or payment for one (1) year from date of shipment. The warranty extends directly to the Buyer and not to the Buyer’s customers, agents or representatives. THE OBLIGATIONS CREATED BY THIS WARRANTY STATEMENT TO REPAIR, REPLACE OR REFUND FOR A DEFECTIVE PRODUCT SHALL BE THE SOLE REMEDY OF THE BUYER IN THE EVENT OF A DEFECTIVE PRODUCT. THE COMPANY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE PRODUCTS, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
LIMITATION OF LIABILITY EXCEPT AS LIMITED BY APLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR CONTINGENT DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, BUSINESS INTERRUPTION LOSSES AND LOSS OF GOODWILL (COLLECTIVELY, “DAMAGES”), OR UNDER ANY OTHER THEORY OF LAW, NOR FOR ANY DAMAGE THAT MAY BE CAUSED BY A DELAY IN DELIVERY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR ANY REASON. THESE LIMITATIONS REFLECT A SEPARATE ALLOCATION OF RISK AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. FURTHER, EXCEPT AS EXPRESSLY INDICATED IN WRITING, THE PRODUCTS ARE NOT DESIGNED FOR USE IN MEDICAL, LIFE-SUSTAINING APPLICATIONS OR FOR ANY OTHER APPLICATION IN WHICH THE FAILURE OF ANY PRODUCT COULD RESULT IN PERONAL INJURY OR DEATH. FURTHER, THE COMPANY DOES NOT RECOMMEND, ENDORSE OR SUPPORT THE SALE OF PRODUCTS IN LIFE SUPPORT SYSTEMS. THE BUYER USING OR SELLING ANY PRODUCT NOT EXPRESSLY INDICATED FOR USE IN SUCH APPLICATION, DOES SO AT ITS OWN RISK AND THE BUYER AGREES TO FULLY INDEMNIFY AND HOLD THE COMPANY HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, EXPENSES AND DAMAGES ARISING OR RESULTING IN CONNECTION WITH SUCH USE OR SALE, INCLUDING ATTORNEYS FEES, EVEN IF SUCH CLAIM ALLEGES THAT THE COMPANY WAS NEGLIGENT REGARDING THE DESIGN OR MANUFACTURE OF THE PRODUCTS.
OWNERSHIP OF SPECIAL ITEMS Payment by the Buyer for charges, regardless of form, related to tools, dies, jigs, fixtures and/or equipment used specially for the production of its order will not convey ownership to the Buyer of such items, unless specifically agreed upon in an acknowledgement or other document in writing signed by the Company.