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2. QUOTATIONS & PRICES- On domestic and export shipments, prices
are F.O.B. Seller's plant unless otherwise stated herein.
Acceptance of orders not paid in advance are subject to the
approval of our Credit Department. This Quotation automatically
expires thirty (30) calendar days form its date of issue and is
subject to termination by notice within that period. Unless
otherwise, stated, the prices at which Seller will invoice
Purchaser for the products specified herein will be those in
effect at the time of shipment. Prices of the products are
exclusive of all city, state and federal excise taxes including,
but without limiting the generality of foregoing taxes on
manufacture, sales, receipts, gross income, occupation, use and
, other similar taxes. Whenever applicable, such as tax or taxes
will be added to the invoice as a separate charge to be paid by
Purchase of , if authorized by law, Purchaser may pay such tax
or taxes directly to the taxing authority. Export orders shall
be accompanied by a confirmed irrevocable letter of credit for
Seller's account with an accredited United states bank, subject
to Seller's draft with shipping documents attached. All
documented collection costs will be charged to Purchaser. All
payments are to be made in United States legal tender at par.
3. Delays - Performance of orders and contracts, and delivery
and shipments of products are subject to and contingent upon,
delay directly or indirectly caused by, or in any manner arising
from labor disputes of any nature, shortages or materials,
transportation or labor, Acts of God or of the public enemy,
government regulations or restriction, Seller's production
schedules, or any other cause or causes (whether or not similar
in nature to any of these hereinbefore specified) beyond
Seller's control, and Seller shall not be liable for any loss of
damage suffered by Purchase arising there from.. Seller shall
have the right, in the event of the happening of any of the
above contingencies, at its option, to cancel this order or
contract or any part thereof without any resulting liability.
4. Shipments - All shipments will be made at the lowest
obtainable freight rates unless requested otherwise by
Purchaser, if prepayment of the carriage costs are required,
such shipments subject to freight allowance, any additional
costs for premium rate services such as Express Ran of Air or
Air-Freight will be charged to Purchaser. Shipment sent by
Parcel Post will be insured and the postal fees and insurance
will be added to the within 10% over or under the exact quantity
ordered by Purchase, and price for order will be adjusted by the
unit amount for such overage or underage, if any, Seller may
reserves the right to make delivery in installments, unless
otherwise expressly stated herein. All such installments shall
be separately invoiced and paid for when due without regard to
subsequent deliveries, Delay in delivery of any installment
shall not relieve Purchaser of its obligation to accept roaming
deliveries.
5. PRICING - The total release quantity used for pricing must be
requested for shipment. It multiple shipments are required, all
requested shipments must be within a 180 day period and each
requested shipment must be for at least 15% of the total release
quantity unless otherwise expressly stated. Modifications in
schedule made be Seller will not affect pricing. The pricing
quoted is based on the Purchaser accepting all schedule
shipments. If Shipments are canceled or reduced in quantity,
re-pricing and re-invoicing will occur with prices based on the
actual quantity shipped. The minimum charge for any order will
be $50.00. No charge will be made for boxing or crating required
by domestic carriers. Costs of special boxing, export boxing,
cartage for foreign shipments and transfer expenses will be
added to the invoice as a separate charge to be paid by
Purchaser unless such charges are shown to included in the
prices quoted herein.
6. STORAGE - In case of delay in shipment because of Purchaser,
the products may be placed in storage by Seller and Purchaser
shall pay all handling, insurance and storage charges. Unless
otherwise stated, Purchaser shall pay all charges promptly upon
receipt of invoice and shall pay for products placed in storage
in accordance with the terms originally specified by Seller.
7. DELIVERY & TITLE - In the case of domestic shipments,
delivery of products to a common carrier or licensed trucker
shall constitute delivery to Purchaser, at which time we shall
transfer to Purchaser and all risk of loss or damage in transit
shall be borne by Purchaser. In the case of export shipments,
delivery to the Purchaser shall take place when the products
arrive at the first part of unloading outside the United States.
In shipments to Mexico and Canada, delivery is an arrival at the
address of the ultimate consignee. Title to, ownership of risk
of loss of, and right to possession or control of the products
sold to purchaser shall remain with Seller until delivery to the
products. The time manner or place of payment whether before or
after shipment, by letter of credit or otherwise, segregation of
the products to the Purchaser's contract, storage of the product
on behalf of Purchaser, consignments to the Purchaser or its
agent, and importation and customs clearance by the Purchaser
shall in no way limit the rights of Seller as the legal and
beneficial owner of the products until delivery. Any use the
terms "F.O.B." or "C.I.F." or the like, shall apply to price and
not to title and ownership. It is expressly agreed that the
title retained by Seller until delivery is not bare legal title
retained for insurance policy shall protect the interests of the
Seller as the legal owner of the products until delivery, in the
event of loss of damage to the shipment, however, Purchaser
shall promptly notify Seller and, on behalf of Seller, complete
and file an loss claim statements or order documents required in
order to claim insurance coverage even though payment may have
been made prior to delivery.
8. CANCELLATION- This order shall not be cancelable by the
Purchase for delays in delivery or other cause until ten (10)
days after written notice of such termination shall have
actually been received by Seller, and Purchaser shall be
obligated to accept any products shipped or delivered by Seller
during such period, as well as Material and working process on
custom orders. Unless otherwise expressly stated, this order can
be cancelled without fault on Purchase's part only with Seller's
consent and upon terms that will indemnity Seller against loss.
9. TOLERANCE- Products furnished by Seller are to be within the
limits and of the sizes published by Seller and subject to
Seller's standard tolerance for variations.
10. CLAIMS- Claims for defective products, shortages, delay or
failures in shipment or delivery or for any other cause, shall
be deemed waived and released by Purchaser unless made in
writing within five ( 5 ) days after arrival of said products.
No claims will be considered for products altered, defaced, or
upon which any additional operation has been performed, and no
claims will be allowed for labor, rework, transportation of
other expense incurred by Purchaser, without prior written
approval of Seller. If the products fail to meet written
specifications agreed to by Seller. subject to Seller's said
tolerances, Purchaser shall not return them, but shall notify
Seller within the said five ( 5 ) day period, stating full,
particular in support of its claim, Seller, at its option, shall
either replace the products upon return of the defective or
unsatisfactory material or adjust the matter fairly and
promptly: Under no circumstances shall Seller be obligated for
consequential or other damages, losses or expense, directly or
indirectly incurred in connection with, by reason of the use of,
or the inability to use the products for any purpose. SELLER
DOES NOT WARRANT OR GUARANTEE THE TECHNICAL ADVICE GIVEN BY IT
IN CONNECTION WITH THE INSTALLATION OR THE USE OF PRODUCTS SOLD
HEREUNDER. NO WARRANTY OR GUARANTEE AS TO MERCHANTABILITY OR
FITNESS OF THE PRODUCTS FOR ANY PURPOSE IS MADE UNLESS THE SAME
IS SPECIFICALLY SET FORTH IN THIS QUOTATION, BUT IN SUCH CASE
SUCH WARRANTY OR GUARANTEES LIMITED AS ABOVE PROVIDED.
11. PATENTS- If any product shall be manufactured or sold by
Seller to meet Purchase's particular specifications or
requirements, Purchaser agrees to indemnity, protect and save
harmless Seller against all suits or actions, and from all
judgments, decrees, costs and expenses for actual or alleged
infringement of any United States or foreign patent. Purchaser
agrees that upon request of Seller, Purchaser shall, of
Purchaser's own expense, defend or assist in the defense of any
such action which may be brought against Seller by reason of
such alleged infringement.
12. INTELLECTUAL PROPERTY RIGHTS - Seller retains ownership of
all intellectual property and proprietary data disclosed to
Purchaser in connection with the sale of the products. Buyer
shall not disclosed to Purchaser in connection with the sale of
the products. Buyer shall not disclose such intellectual
property or data to others unless already known to the general
public. For the purpose of this paragraph, proprietary data
means all design, engineering and technical information (whether
palatable or not) and other information relating to Seller's
trade secrets. Seller's manufacturing methods and processes,
treatments, chemical compositions, plant layout and tooling.
Unless otherwise specifically stated herein, Seller further
retains ownership of all rights, title and interest in and to
any and all ideas, invention, improvements, materials,
copyrightable materials or the like, conceived or made by Seller
as a result of relation to work performed in connection with the
manufacture and sale of the products.
13. PROPERTY OF SELLER - Unless otherwise provide hereunder any
sample, supply, material, facility, tool, dice, jig, fixture,
gage, mold, design, pattern, specification, description, or
equipment heretofore or hereafter purchased, furnished or made
by Seller shall be and shall remain the property of Seller and
Seller shall bear the risk of loss of and damage to such
property, normal wear and tear excepted. If any such property is
listed on the reverse side hereof together with a price to be
paid by Purchaser, it is understood by the parties that said
price- shall be for set up charges in connection with the use of
such property, rental of such property by Purchaser for use by
Seller in the production of products for Purchaser, and an
intellectual property license to Purchaser allowing the use,
resale but not manufacture of products made by or with such
property, and not for the purchase of such property by Buyer.
14. RETURNED PRODUCTS - No products will be accepted for return
unless previously authorized in writing by Seller.
15. CHANGES - All additional expenses tot Seller due to
Purchaser's changes in the drawing, designs and/or
specifications applicable to the products provided hereunder, or
the method of shipment, packing or place of delivery, which have
been approved by Seller, as well as nay products furnished in
addition to that herein specified, shall be added to the
purchase price and paid by Purchaser.
16. SELLER'S RIGHT OF POSSESSION - Seller shall have the right,
in addition to all others it may possess, at any time, for
credit reasons or because of Purchaser's default or defaults, to
withhold shipments. In whole or in part to stop products in
transit and redirect the same, either before or after delivery,
and to retake into general inventory all of taking any other
proceedings. Purchaser acknowledges and consents that all
products so withhold, stopped in transit, or retaken after
delivery, shall become the absolute property of Seller, provided
that Purchaser is given full credit therefore.
17. REVOCATION OF CREDIT - Seller reserves the rights at any
time to revoked any credit extended to purchaser because of
Purchaser's failure to pay for any products when due or for any
other reason deemed good and sufficient by Seller. In such event
all subsequent shipments shall be paid for in advance or on
delivery.
18. RESERVATIONS OF RIGHTS- Payment by Purchaser for the
modification of existing tooling owned by Seller, or any other
"partial tooling" charge or similar expense shall not vest any
right or title in Purchaser. Unless otherwise stated herein,
Seller shall have unrestricted rights and authority to produce,
use and/or sell identical products to others.
19. ORDER ACCEPTANCE - Seller reserves the right to refuse any
order. An order shall be deemed accepted and a binding contract
formed when Purchaser's order is accepted in writing by Seller,
or when the order is hipped, or by Seller's purchase of
suppliers or commitment of other resources to fulfillment of the
order, whichever occurs first.
20. APPLICABLE LAW- This Quotation shall be constructed and
governed according to the laws of the State of California.
21. COLLECTION FEES: In the event that unpaid invoices are sent
to Collection, Purchaser is subject and agrees to be responsible
for any collection fees generated by this process, standard
collection fees are 33% of the total amount owed to Seller. |
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