TERMS AND CONDITIONS
1. ACKNOWLEDGEMENT AND ACCEPTANCE OF ANY ORDER BY SELLER IS EXPRESSLY LIMITED TO AND MADE CONDITIONAL UPON THE TERMS AND CONDITIONS CONTAINED HEREIN. ANY OF THE BUYER'S TERMS AND CONDITIONS WHICH ARE IN ADDITION TO OR DIFFERENT FROM THOSE CONTAINED HEREIN AND WHICH ARE NOT SEPARATELY AGREED TO IN WRITING (EXCEPT ADDITIONAL PROVISIONS SPECIFYING QUALITY, CHARACTER OF THE PRODUCTS ORDERED, AND SHIPPING INSTRUCTIONS) ARE HEREBY OBJECTED TO AND SHALL BE OF NO EFFECT. THE BUYER SHALL BE DEEMED TO HAVE ASSENTED TO ALL TERMS AND CONDITIONS CONTAINED HEREIN IF ANY PART OF THE PRODUCTS DESCRIBED HEREIN IS ACCEPTED.
2. ENTIRE AGREEMENT. This instrument contains the entire and only agreement between the parties hereto relating to the subject matter hereof, and any representation, affirmation of fact, and course of prior dealings, promise or condition in connection, therewith, or usage of the trade not incorporated herein, shall not be binding on either party. The rights and obligations contained herein shall inure to and be bind upon the parties, their legal representatives, successors, and permitted assigns.
3. WARRANTY. Seller warrants that upon delivery to the Buyer, the product sold thereunder shall be free of defects in materials and workmanship and that such product shall substantially conform to the specifications provided by Seller. This Warranty commences on the date of delivery to the Buyer unless another time for commencement has been negotiated between Seller and Buyer prior to such delivery. Should the product be delivered through a third party (UPS, USPS, Federal Express, etc.) the warranty period shall commence on the date that such third party receives the product unless another time for commencement has been negotiated between Seller and Buyer prior to such delivery. The duration of the Warranty shall be one (1) year from the date of delivery as set forth above. This Warranty shall be effective only if Seller receives notice of such defects in materials and workmanship during the period of the Warranty stated above. After Seller receives such notice, Buyer shall obtain a Return Material Authorization (hereafter RMA) number. To obtain an RMA number, Buyer shall contact Systel Corporation's Customer Service Department, with the model number(s), serial number(s), and original purchase order number(s) of the product or products. Buyer shall include a brief description of the problem or failure mode experienced. Buyer shall mark the outside of the package containing the product or products, conspicuously, with the letters RMA and the number assigned by Systel Corporation. Any package returned without RMA and the RMA number clearly visible will be rejected at Seller's receiving dock. After Buyer has provided notice and obtained the appropriate RMA number, Buyer shall return the product, upon request, to Systel Corporation, 1655 Industrial Blvd, Sugar Land, Texas 77478, not later than thirty (30) days after Seller's receipt of notice of the alleged problem or failure mode. Buyer shall prepay all transportation charges for return of the product(s) to Seller. Seller shall pay for the cost of sending the product(s) back to Buyer. Transportation charges to Buyer shall be deemed Best Way and any other transportation charges shall be at the Buyer's cost. All costs of customs clearance, shipping, and any other related charges for transportation outside of the contiguous 48 United States shall be at the Buyer's expense. After Buyer's compliance, Seller shall, at Seller's option, repair or replace the product(s). Excluded from this Warranty are all problems or failures resulting from:
- Improper or inadequate maintenance of the product by the Buyer.
- Unauthorized modification of the product by any means.
- Operation of the product outside its environmental specifications.
- Neglect, misuse, or abuse of the product.
- Modification or integration with other components not covered by a Seller warranty when such integration increases the likelihood of problems, failures, or damage.
FURTHER, THIS WARRANTY IS BETWEEN SELLER AND BUYER ONLY, AND DOES NOT EXTEND TO BUYER'S CUSTOMERS OR USERS OF BUYER'S PRODUCTS. IN ADDITION, AND IN THE EVENT THAT BUYER INTEGRATES SELLER'S PRODUCT WITH COMPONENTS MANUFACTURED OR SUPPLIED BY ANY OTHER COMPANY, THIS WARRANTY SHALL ONLY RELATE TO DEFECTS IN MATERIALS AND WORKMANSHIP OF SELLER'S PRODUCT AND NOT TO PROBLEMS WITH OR FAILURES OF SELLER'S PRODUCT CAUSED BY OTHER COMPONENTS INTEGRATED WITH IT. Seller's rendering of technical advise and/or assistance or Seller's performance of service work in connection with Buyer's order of the product(s) shall not change or enhance this warranty in any way. Buyer's reliance on Seller's skill or judgment to select or furnish suitable goods shall be at Buyer's risk. Seller shall not be liable for any direct, indirect, special incidental, or consequential damages including, but not limited to, loss of profits and /or destruction of other property, caused by any application of the product(s) and/or its integration with other components. Seller's liability shall be limited to the amount paid by the Buyer for the product(s). SELLER SPECIFICALLY EXCLUDES ANY AND ALL OTHER WARRANTIES, WRITTEN OR ORAL, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
4. SPECIAL PRODUCTS. The following provisions are to be considered a part of all Special Product Acknowledgments and Orders. Special Product orders are those calling for products not contained in Seller's current catalog and price list, or those requiring modifications to catalog products or those requiring sample, environmental, mechanical or life testing, 100% reliability screening, quality conformance qualifications, or any combination thereof. These provisions supersede any part of the other clauses relating to the same project.
A. Delivery dates are best estimates only and are subject to (1) Receipt by Seller of order and negotiated specifications containing, where applicable, all quoted waivers and/or exceptions, (2) successful, first time passage of products submitted to electrical performance test, to environmental and/or life test processing required by applicable specifications.
B. Seller assumes no responsibility for, refund or replacement of products shipped at the Buyer's request prior to successful completion of acceptance and/or qualification test performed by Seller, except those subject only to Buyer's incoming visual inspection.
5. PATENTS. Seller shall defend any suit or proceeding which is based on a claim that any products or part thereof, furnished under this contract constitutes an infringement of any valid United States patent, if notified promptly in writing and given authority, information and assistance for the defense or settlement of same. In case said product, or part thereof, is in such suit held to constitute infringement and the use of said product or part is enjoined, then Seller shall at its own expense and at its option, either procure for the Buyer the right to continue using said product or part, or replace same with non-infringing comparable products, or modify it so it becomes non-infringing, or refund the purchase price thereof. The forgoing states the entire liability of Seller for patent infringement by said product or part thereof.
6. TERMS OF PAYMENT. Payment terms for sales within the USA are Net Thirty (30) days from date of shipment with approved credit. International sales require a Letter of Credit on a US Bank prior to shipment from Systel Corporation.
7. TITLE AND DELIVERY. All shipments within the 48 contiguous United States by Systel Corporation shall be F.O.B. point, of shipment. The title to hardware products and the risk of loss pass to Buyer upon delivery to carrier at shipping point.
8. CONTINGENCIES. Systel Corporation shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond its control. Examples of such causes are acts of God, War, Riot, Embargoes, Acts of Civil or Military Authorities, Fire, Flood, Accidents, Strikes or Shortages of Transportation, Facilities, Fuel, Energy, Labor or Materials. Systel Corporation may defer delivery for a period equal to the delay caused by such contingency.
A. Default. If Buyer defaults, Systel Corporation may decline to make further shipments and/or may terminate Buyer's order without affecting Systel Corporation's rights and remedies including, but not limited to, any right to cancellation and bill back charges. If Systel Corporation continues to make shipments after Buyer default action shall not constitute a waiver nor affect Systel Corporation's legal remedies.
B. Cancellation - Standard Products. Buyer is responsible for one hundred percent (100%) payment if any order scheduled for delivery within thirty (30) days is canceled. Upon written notice to Systel Corporation, Buyer may cancel any order for standard products scheduled for shipment beyond thirty (30) days after Seller receives Buyer's cancellation notice. Buyer shall be liable for any applicable bill back charges resulting from such cancellation. Buyer shall also pay, as a rescheduling/restocking charge, twenty-five percent (25%) of the price specified on order sheet for each canceled product unless Buyer reschedules the order for delivery within one hundred twenty days (120) days.
C. Cancellation - Custom Products. If Buyer cancels orders for products containing design, markings, packaging or other specifications unique to Buyer, Buyer shall pay the following cancellation charges in addition to any applicable bill back charges.
Percent of Purchase Number of Days Before
Price to Scheduled Delivery that
be Paid Written Cancellation
Upon Cancellation Notice is Received
10. CONTROLLING LAW. This Agreement shall be governed by, subject to, and construed according to the laws of the State of Texas. For the purposes of applying to Texas law, this Agreement shall be deemed to have entered into and wholly performed in Texas. Buyer warrants, and it is a condition of this acknowledgment, that Buyer has complied, and will continue to comply with applicable laws, and order of the United States Government, and of any state or political subdivision thereof, including all statutes, regulations, and directives that are applicable to Buyer's purchase thereunder. Without limiting the foregoing, Buyer further warrants that they have complied with all applicable provisions of the Fair Labor Standards Act of 1938, as amended; and all regulations and orders issued by the U.S. Department of Labor, as well as US export regulations including, but not limited to, the International Trafficking and Arms Regulations (ITAR). Buyer further agrees to defend, indemnify and hold Seller harmless from and against claims, losses, damages, costs and expenses that may be sustained by reason of Buyer's failure to meet any of the above requirements.