Standard Terms and Conditions of Sale

1. Acceptance of Terms: Capitalized terms are defined below. Unless other terms are specified in Seller’s Quotation or Invoice, the following Terms and Conditions of Sale (“Terms”) will govern the offer and sale of all Goods and Services provided by Seller to Buyer. By placing an Order, Buyer accepts these Terms, and the sale and delivery by Seller of Goods and Services will be conclusively presumed to be subject to these Terms.

2. Definitions. “Buyer” and “Seller” are identified on the Quotation or Invoice. “Goods” are all equipment, products, goods, or materials listed on a Quotation or Invoice. “Services” are services listed on a Quotation or Invoice. A “Quotation” is issued by Seller to Buyer to offer the sale of Goods and any Services and is valid for a period of 90 days from the date of issue. “Order” means Buyer’s commitment to purchase Goods from Seller. An “Invoice” is a written invoice for Goods and/or Services provided by Seller to Buyer for Orders accepted by Seller in writing or by performance.

3. Orders. Seller will have the right to accept or reject an Order in its sole discretion. Seller’s acceptance of an Order from Buyer may be subject to Buyer’s credit approval and other conditions required by Seller. Buyer will not have the right to cancel an Order without Seller’s prior written consent.

4. Prices. Prices will be set forth in the Quotation or Seller’s published price schedules.

5. Payment. Buyer will pay all Invoices within 30 days from date of Invoice in U.S. dollars (or the currency indicated in the Invoice) in immediately available funds via wire transfer to an account designated by Seller or by check payable to Seller. Payment will not be deemed to have been received until Seller has received cleared funds. If Seller delivers Goods to Buyer in lots, Seller has the right to invoice Buyer for each lot and Buyer will pay all such Invoices as provided herein. Buyer will make all payments due in full without any deduction, whether by way of set-off, counter-claim, discount, abatement or otherwise. If Buyer fails to pay Seller any sum due, Buyer will be liable to pay interest at an annual rate equal to the lesser of (a) 18% per annum, accruing on a daily basis until payment is made; or (b) the maximum amount permitted by law.

6. Delivery and Acceptance. Seller will deliver the Goods EX Works, Seller’s nominated facility. Buyer will pay all freight, insurance, and other shipping expenses, as well as any special packing expenses. Seller will use commercially reasonable efforts to meet the quoted delivery dates and will have the right to deliver partial shipments of Goods. Buyer is deemed to have accepted the Goods upon delivery unless Buyer notifies Seller in writing of any loss, damage, shortage or other non-conformity within 7 days from the date of delivery. In the absence of receipt of such notice, Buyer will have no right to reject the Goods or Services and will be required to pay the Invoice price for such Goods. If Buyer fails to accept delivery of Goods, Seller will have the right to store or arrange storage of the Goods at Buyer’s risk and expense. Seller will not accept any returns of Goods without Seller’s prior written authorization.

7. Risk and Title. The risk of loss or damage to the Goods will pass to Buyer when the Goods are delivered to Buyer or its agents pursuant to the applicable Incoterm. Seller warrants that title to the Goods passes to Buyer upon Seller’s receipt of payment in full for such Goods.

8. Limited Warranty.
a. Goods. Unless stated otherwise in the Quotation or Seller’s published specifications for the Goods, Seller warrants to Buyer that Goods manufactured by Seller will be free from defects in material and workmanship for a period of 24 months from the date of shipment. Buyer will return defective Goods to Seller, if required and authorized by Seller, freight prepaid.
b. Services. Seller warrants to Buyer that the Services will be performed in a workmanlike manner consistent with applicable industry standards. Any reports or certifications provided by Seller are valid only as of the date given, and do not constitute a warranty or guarantee after such date.
c. Exclusions. The foregoing limited warranties do not apply if Buyer has not paid for the Goods or Services in full, and do not extend or apply to (i) any defects or losses due to misuse, accident, abuse, neglect, normal wear and tear, improper installation, failure to maintain or improper application or matters caused by the negligence misconduct of Buyer or any third party; (ii) any recall or labor charges for removal and/or replacement of the defective Goods; (iii) any defects in goods or products not manufactured by Seller or in Services not performed by Seller; (iv) any defects in goods or products which arise after the date of any report, certification or summary provided as part of the Services which are certified as of a specific date.

9. Confidential Information. All technical and/or business information disclosed by a party which is either expressly identified as confidential or by its nature is implicitly confidential will be kept in strict confidence by the receiving party and not used by the receiving party, other than for the purposes of manufacture, sale, purchase or use of the Goods or to perform the party’s obligations hereunder.

10. Intellectual Property Rights. As between Buyer and Seller, Seller owns and retains all right, title and interest in and to any patents, copyrights, mask works, trade secrets, trademarks and other intellectual property rights in and to the Goods and Services. The sale of Goods or performance of Services does not convey a license, express or implied, to use any Seller trademark or trade name, and Buyer will not use any Seller trademark or trade name in connection with any Goods or Services, other than with respect to resale of Goods pre-marked or packaged by or on behalf of Seller.

11. Privacy Notice: Seller, acting as controller, collects certain personal data regarding Buyer, its employees and its representatives as required for the purposes described below, including name, title, email address, phone number and mailing address (“Personal Data”). Seller and its affiliates will collect and use Personal Data in accordance with applicable privacy and data protection laws, solely to communicate with Buyer regarding pending and potential supply activities, for customer management purposes and other legitimate business purposes concerning Buyer’s and Seller’s business relationship. Buyer will inform its employees and representatives of the information set out in this clause. Buyer will indemnify, defend and hold harmless Seller and its affiliates from and against any claim arising out of or in connection with Buyer’s failure to comply with this clause or any privacy and data protection laws applicable to Buyer.

12. Force Majeure. Seller will not be liable for failures or delays caused by events or circumstances beyond its reasonable control.

13. Language. These Terms are written in the English language. Should these Terms be translated into any other language for convenience or legal requirements, the English language version will control in the event of any conflict to the fullest extent allowed by applicable law.

14. Miscellaneous. Time for payment is of the essence. Buyer acknowledges that it has not been induced to purchase any Goods or Services from Seller by any representation or warranty not expressly set forth herein. None of the terms and conditions contained herein may be added to, modified, superseded or otherwise altered except by a written document signed by an authorized representative of Seller. If any provision of these Terms is held to be prohibited or unenforceable, the parties will promptly substitute for the invalid provision a valid and enforceable provision which most closely approximates the intent and economic effect of the invalid provision and the remaining provisions will continue in full force and effect.

15. Limitation of liability. Notwithstanding anything in these terms to the contrary, to the maximum extent permitted by applicable law, (a) in no event will seller or its suppliers be liable to buyer or any third party for costs of procurement of substitute goods or services, or for any special, indirect, exemplary, incidental, punitive or consequential damages (including, without limitation, damages for loss of profits, business interruption or any other loss), as a result of the offer, sale or use of goods or services, under any theory of liability, whether based in contract, negligence, tort, warranty or other wrongful act or omission of seller and even if seller has been advised of the possibility of such damages and (b) seller’s total liability for all claims will be limited to direct damages in an amount not to exceed the total price paid to seller pursuant to the order under which liability arose.