DELIVERY AND TITLE: All products are shipped F.O.B. point of shipment. Products shall be deemed to be delivered and risk of loss shall pass to Buyer upon tender of goods to Buyer, Buyer’s representative, or common carrier. Seller will make a good faith effort to initiate shipment and schedule delivery as close as possible to Buyer’s requested delivery date(s). Buyer acknowledges that delivery dates provided by Seller are estimates only and that Seller will not be liable for failure to deliver on such dates. Buyer shall pay, and be liable for, all costs of shipping, handling, delivery, and related insurance if required. Freight charges prepaid by Seller and added to Buyer’s invoice are subject to handling fees. Claims for products damaged or lost in transit should be made by Buyer with the carrier, unless Seller is required to file the claim as Shipper. Buyer must report shortages or shipping errors to Seller within one (1) day of delivery.
INSPECTION AND ACCEPTANCE: Buyer shall have thirty (30) days from the date Buyer receives products to inspect such products for defects and nonconformance which are not due to damage, shortage or errors in shipping and notify Seller, in writing, of any defects, nonconformance or rejection of such products. After such thirty (30) day period, Buyer shall be deemed to have irrevocably accepted the products, if not previously accepted. After such acceptance, Buyer shall have no right to reject the products for any reason or to revoke acceptance. Buyer hereby agrees that such thirty (30) day period is a reasonable amount of time for such inspection and revocation.
RETURNS: Buyer must obtain a Return Material Authorization (RMA) Number from Seller prior to shipping any Product back to Seller. At the discretion of the Seller, unused and undamaged Stock Products in their original carton may, under certain circumstances, be accepted back for credit. A restocking charge may apply. Products returned due to defect or nonconformance will be returned to the Buyer and no credit issued if they are found to meet the specifications agreed upon.
FORCE MAJEURE: Seller shall not be liable for any failure or delay in manufacture or delivery
resulting from any cause beyond the reasonable control of Seller, including by way of illustration and not by way of limitation, compliance by Seller with any Government or military regulation, or from acts of God, fires, or other casualty or accident, strikes, lockouts, factory shutdowns, or alterations, embargoes, riots or other disorders, delays or shortages in transportation, or inability to obtain sufficient quantity of fuel, power, labor, manufacturing facilities of materials or other supplies from the usual sources of Seller. Neither shall the Seller be held to the price of the product in his quotation and/or order acknowledgement, in the event cost of materials needed for the Seller’s manufacturing process of the product, as the result of events listed in this paragraph, and being beyond the reasonable control of the Seller, would increase beyond what can normally be expected during the life of the contract. Should such cost increases occur, the Seller and the Buyer agree to re-negotiate the price for the product based on the actual cost increases to the Seller for the Buyer’s product as a result of said price increases of materials used in the manufacturing of the product in question. Delays due to the act of God or other circumstances over which the Seller has no control do not make the Seller responsible for airfreight charges or other faster modes of transportation that the Buyer may request to make up for any delay caused by circumstances as described above.
LIMITED WARRANTY: Seller warrants products sold to be free from defects in materials and workmanship to equal or exceed the applicable specifications at the time of shipment, or in the case of products custom made to the agreed specifications of the Buyer. Buyer’s approval of sample(s) shall be proof that the product meets the agreed specification. Seller’s entire liability and obligation to Buyer under this warranty shall be expressly limited to the rework, replacement or crediting, as Seller may determine at its sole discretion, of any defective or nonconforming merchandise for which Buyer has first given written notice to Seller of such defect or nonconformity in the manner as provided below. No claim under this warranty shall be valid unless within thirty (30) days of its receipt of any merchandise hereunder, Buyer shall furnish Seller in writing notice of any defect in materials and/or workmanship or any nonconformity with any applicable specifications, specifying in detail any such defect or nonconformity. Absent such timely notice, Buyer shall be deemed to have waived any such defect or nonconformity which could be determined based upon a reasonable inspection of such goods. Other than with respect to the rework, replacement, or crediting of defective merchandise by Seller under the limited warranty as provided above, Seller shall have no obligation to Buyer with respect to any monetary damages by reason of such nonconformity or defect, and in no event shall Seller be liable to Buyer for any lost profits or consequential damages. Seller shall have the option, exercisable in its sole discretion, of requiring the return to it or an authorized representative of the defective merchandise for inspection. No warranty will be allowed which, in the opinion of Seller, resulted from product being altered or reworked by other than Seller or an authorized representative or resulted from misuse, negligence or accident. In the event that some, but not all items of product are defective within the terms of the limited warranty set forth above, the rework, replacement or crediting of defective product at Seller’s option shall apply only to such defective items falling within the terms of such limited warranty and Buyer shall have no right to return or seek credit for any items not so defective.