All quotations and proposals covering Seller’s products are made
and all contracts or purchase orders for said products are accepted
under the strict limitation that the terms and conditions set forth
herein shall be applicable thereto. Any provisions on Buyer’s purchase
order or other documents issued by Buyer which are at variance
with or in addition to these terms and conditions are rejected
hereby. All contracts and orders are subject to approval and acceptance in writing by Seller at its California office.
In the event Federal, State or local
excise, sales, use, or property taxes are assessed on the items
ordered, because of Buyer’s failure to place said items
into foreign commerce immediately upon delivery by Seller,
the prices of said items shall be increased accordingly.
Unless otherwise provided on the Order Acknowledgement
form, payment shall be made to Seller at Carlsbad, California,
U.S.A. in U.S. currency, secured by a confirmed irrevocable letter
of credit, opened through (Bank) ______________________________,
(branch & A/N) _______________________________, with terms acceptable
to Seller.
All orders will be subject to the issuance
of appropriate export licenses and any other required permission
for the purpose of exporting or importing the items. Both parties
agree to exert prompt and diligent efforts within their respective
powers to commence and successfully conclude the steps required to obtain such
licenses and permission.
Seller’s Warranty is set forth in the Warranty applicable to the product sold. Said Warranty is attached hereto or made available to Buyer upon request. Buyer’s sole and exclusive remedy with respect to the Warranty given by Seller shall be strictly limited, at Seller’s
sole election, to the remedy or remedies provided for in the
product Warranty.
THERE ARE NO WARRANTIES THAT EXTEND BEYOND
THE DESCRIPTION ON THE FACE OF THE WARRANTY OR CONTRACT INCORPORATING
THESE TERMS AND CONDITIONS
Seller will not incur any liability for any
delay in delivery for any reason other than an arbitrary refusal
of Seller to perform. Delivery dates furnished by Seller represent
the best estimates of the time required to make shipment.
Seller shall not be liable for any incidental,
special or consequential damages of any nature whatsoever, or for
any delay or loss of use (including, without limitation, lost revenues
or lost profits) arising out of, resulting from, or in any way
related to the sale of any products by Seller.
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Buyer agrees that any data, such as Seller’s
specifications, drawings, software and information (including,
without limitation, designs, reports, software, documentation,
manuals, models, process information and the like), revealed by
Seller to Buyer and containing proprietary information marked or
identified as proprietary, shall be kept in confidence by Buyer
with at least the same care and safeguards as are applied to Buyer’s
own proprietary information. Such data shall not be duplicated,
disclosed to others, or used without the written permission of
Seller. These obligations shall not apply to any information which
is in or comes into the public domain without violation of this
agreement, or is received lawfully by Buyer from a third party
subsequent to this agreement or is developed by Buyer independently
and without benefit of information received from Seller.
The restrictions and obligations relating to
Seller’s proprietary information shall expire seven (7)
years after the execution of the contract incorporating these
terms and conditions, unless otherwise agreed to in writing.
Seller reserves and retains all right, title, and interest in any and all intellectual
property and tooling which it develops relating to this document, including,
without limitation: data, inventions, know-how, trade secrets, and copyrightable
works. Nothing in this document shall be construed as granting any rights relating
to the products provided pursuant to this document, except for the rights of
use and resale of the products.
Seller makes no representation that items ordered are free from infringement
of any patents other than those owned by Seller, or those under which Seller
is licensed, and buyer assumes all risk and liability with regard to such infringement.
Seller’s products will be packaged in accordance with standard commercial
practices for international shipment. Shipping charges will be paid by Buyer.
In the absence of specific written instructions, Seller will select the carrier.
When applicable, Buyer shall obtain ocean freight space and marine insurance.
Unless requested by Buyer, Seller shall have no obligation to obtain insurance
for Buyer.
Unless otherwise provided for in advance, all shipments will be made F.O.B. Seller’s
Factory. Upon Seller’s delivery of a shipment to the carrier, title and
risk of loss shall pass to Buyer. Buyer shall assume the risk of any loss or
damage to the shipment thereafter.
The terms and conditions stated herein shall be governed by and construed in
accordance with the laws of the State of California.
Any legal action or proceeding brought by either party against the other, which
arises out of or results from, or in any way relates to the sale of any products
by Seller, must be brought in the courts of the State of California or in any
U.S. District Court located within the State of California.
The contract incorporating the terms set forth
herein is a complete, final and exclusive statement of the agreement
between Buyer and Seller. Any prior or contemporaneous agreements,
understandings and representations, whether oral or written,
are merged herein. The terms and conditions stated herein shall
not be varied, supplemented, qualified, or interpreted by any
prior course of dealings between the parties or by custom or
usage of trade. No modifications or additions to said contract
shall be binding upon Seller unless in writing and signed by
an authorized representative of Seller. |
