THE FOREGOING WARRANTIES AND REMEDIES ARE EXCLUSIVE, AND SELLER SHALL HAVE NO FURTHER OR ADDITIONAL OBLIGATION WITH RESPECT TO ANY MERCHANDISE SOLD TO BUYER. ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR PURPOSE, ARE DISCLAIMED
LIMITATION OF LIABILITY: Seller’s sole liability and Buyer’s exclusive remedy for damages from any cause whatsoever (and regardless of the form of action) shall be limited to the rework, replacement or crediting, at seller’s sole option pursuant to the limited warranty set forth above, of the specific product that cause the damages or are the subject matter of, or directly related to the cause of action. In no event shall Seller be liable for damages caused by Buyer’s negligence of for any lost profits, or other incidental or consequential damages, including loss to other machinery or equipment of which a product of Seller is a part.
DESIGN CHANGE: In the event of a revision or design change on custom products manufactured to the Buyer’s specifications, Buyer agrees to take delivery of all products manufactured prior to the time Buyer notified the Seller of the design change.
TOOLING: All costs for tooling which are incurred by Seller to make products for Buyer will be paid by Buyer in addition to the price of the products and are due and payable upon completion of the tooling. Unless otherwise agreed in writing, all such tooling shall remain in the possession of Seller, and Buyer shall not have any rights to possession or removal due to export laws at the manufacturing facility.
RoHS COMPLIANCE: It is the policy of Seller to identify and offer products to the Buyer as RoHS Compliant, only after specific requirements have been met. Seller performs no testing of product and relies solely on the manufacturer of the product for identification of RoHS Compliance. Product is offered as RoHS Compliant only after sufficient evidence is received from the component manufacturers, and has been determined to be RoHS compliant . Any relevant evidence will be filed and maintained for at least four years from the date of receipt.
REMEDIES OF SELLER: Upon default by Buyer, Buyer agrees to reimburse Seller all attorney fees and court costs incurred by Seller in connection therewith. Buyer agrees that any of the following shall constitute an event of default which shall enable Seller, at its option, to cancel any unexecuted portion of orders or to exercise any right or remedy which it may have by law:
(a) the failure of Buyer to perform any term or condition contained herein; (b) any failure of Buyer to give required notice; © the insolvency of Buyer or its failure to pay debts as they mature, an assignment by Buyer for benefit of its creditors, the appointment of receiver for Buyer or for the materials covered by this order or the filing of any petition to adjudicate Buyer bankrupt; (d) the death, incompetence, dissolution or termination of existence of Buyer; (e) a failure by Buyer to provide adequate assurance of performance within ten (10) days after a justified demand by Seller or (f) if Seller, in good faith, believes that Buyer’s prospect of performance under this Agreement is impaired. All rights and remedies of Seller herein are in addition to, and shall not exclude, any rights or remedies that Seller may have by law.
ASSIGNMENT: Buyer may not assign its rights or obligations hereunder without the express prior written consent of Seller.
NON-WAIVER: Seller’s failure to insist upon the strict performance of any term or condition herein shall not be deemed a waiver of any of Seller’s rights or remedies hereunder, nor of its right to insist upon the strict performance of the same or any other term herein in the future. No waiver of any term or condition hereunder shall be valid unless in writing and signed by an Officer of the Seller.
GOVERNING LAW: The Terms and Conditions of Sale shall be governed by the laws of the State of California without regard to it’s choice of law rules. Jurisdiction to resolve any dispute regarding the Terms and Conditions of Sale and/or purchase order is held by the state courts of the State of California located in the County of Los Angeles. Should the matter require federal jurisdiction, then jurisdiction shall be held by the federal courts located in the Central District of California.
ENTIRE AGREEMENT: The Terms and Conditions of Sale constitute the entire agreement with regard to this sale and expressly supersede and replace any prior or contemporaneous agreements, whether written or oral, relating to said sale, including any terms and conditions on any of Buyer’s documents or purchase orders. This agreement shall be binding upon the heirs, successors and assigns of the parties hereto. If any provision of this agreement shall be held to be invalid or unenforceable, the remainder of this agreement shall remain in full force and effect.