1. APPLICABILITY & ACCEPTANCE All quotations covering Seller's products are made and all contracts or purchases are accepted on the condition that the terms and conditions set forth herein shall be applicable thereto, and shall supersede any provision on Buyer's purchase order or other documents accepted by Seller which are at variance with or in addition to these terms and conditions other than additional provisions specifying character of the Items ordered, quantity, price and shipping location. No changes or additions to these terms and conditions shall be binding upon Seller unless in writing and specified by Seller. All contracts and orders are subject to acceptance by Seller at its Florida office.
2. PRICES Price are quoted firm for sixty (60) days from the date of seller's quotation and are thereafter to change without notice and do not include local, state or federal sales, use and excise taxes, customs duties and fees, or costs of special packaging and insurance, which when applicable shall be paid by buyer. For deliveries beyond twenty-four (24) months, prices are subject to equitable adjustment at any time before delivery should economic factors beyond Seller's reasonable control, such as supplier prices and deliveries or governmental actions, necessitate such action.
3. PAYMENT TERMS For orders over $100, 000, Federal Acquisition regulation (FAR) 52.232:16 (progress payments) is hereby incorporated by reference. For domestic orders, terms of payments are net 30 days from date of invoice, unless otherwise specified by Seller; for export (i.e. foreign) orders, unless otherwise agreed, terms of payment are 100°% upon presentation of sight draft and shipping documents under an irrevocable letter of credit confirmed by U.S. bank. In the event that payment is not received within such period, any unpaid balance shall commence to bear interest at the lesser of 18% per annum of the maximum rate permitted by law. Seller retains and Buyer hereby grants Seller a security interest in the products, Including all accessions to and replacements of the products, until Buyer has made, payment in full in accordance with the terms hereof and Buyer shall cooperate fully with Seller in executing such documents, including a Uniform Commercial Code financing statement, and accomplishing such filings and/or recordings thereof as Seller may deem necessary for the protection of such security interest. Notwithstanding the foregoing, Seller deserves the right to require payment in advance or to place Buyer on COD terms.
4. DELIVERY All sales are F.O.B. Seller's facility. All goods sold are shipped at Buyer's risk and Seller's responsibility for damage or loss ceases when the goods are delivered to the carrier or Buyer or Buyer's agent at Seller's facility. Seller's delivery obligations are subject to prompt receipt of all necessary information from Buyer. It is the desire of Seller to meet requested delivery schedules; however, Seller will not Incur any liability arising out of any delay in delivery for any reason other than an arbitrary refusal of Seller to perform. Unless otherwise agreed, delivery dates furnished by Seller represent the best estimates of the time required to make shipment.
5. ACCEPTANCE OF GOODS All products sold shall be deemed by Buyer, unless within thirty (30) days from the date of invoice Buyer shall notify Seller in writing that such products are damaged or defective. All claims and returns of such products must be submitted to Seller's facility and must be authorized by Seller in advance. Any claim for shortages of any products must be made to Seller in writing within ten (10) days of the Invoice date.
6. WARRANTY Seller warrants that its products will be free from defects in material and workmanship for a period of twelve (12) months from the date of delivery to Buyer. Due to the fragile nature of incandescent lamps and their susceptibility to shock and over voltage. However, Seller specifically limits its lamp liability. Seller guarantees only that the correct lamps are installed and tested prior to shipment. Seller also warrants that Its products will conform to Seller's established drawings and specifications, or if such drawings and specifications do not exist, as mutually agreed upon in writing. Written notice of any claimed nonconformity or defect must be given within thirty (30) days after such nonconformity or defect is first discovered. Seller's obligation under this warranty is limited its option to repairing or replacing at its plant, with transportation charges prepaid by Buyer, the product or component part thereof that is proved to be other than as herein warranted.
7. LIMITATION OF LIABILITY SELLER SHALL NOT BE LIABLE TO BUYER OR TO ANY OTHER ENTITY WHICH PURCHASES FROM BUYER OR USES ANY PRODUCTS SUPPLIED HEREUNDER FOR ANY CLAIM FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES, DAMAGES OR EXPENSES. THE ENTIRE LIABILITY OF SELLER FOR ANY CLAIM ARISING FROM ANY CAUSE WHATSOEVER SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCT WHICH DIRECTLY GIVE RISE TO THE CLAIM.
8. CHANGE IN SPECIFICATION OR DESIGN Should Buyer request that changes be made in the specifications or design relating to any products, delivery dates and schedules shall be revised accordingly, if necessary, and an equitable adjustment shall be made in price.
9. TERMINATION. REDUCTION IN QUANTITY RESCHEDULING DELIVERY Orders accepted by Seller may be cancelled, rescheduled or otherwise changed by Buyer within thirty (30) days from date of acceptance of purchase order by Seller, and only upon the written consent of Seller. In the event Buyer desires to terminate any part or all of the work to be done hereunder, reduce the quantity of products ordered, or reschedule the delivery of any products, without limiting any other remedies Seller may have. Seller shall recover (i) the contract price for products which have been completed (ii) the actual costs, including general and administrative and overhead expenses, incurred by Seller which are properly allocable or apportioned under recognized commercial accounting practices to terminated work (including the cost of discharging liabilities) plus a reasonable profit in the case of products which have not been completed (iii) the reasonable costs and expenses incurred by Seller in making settlement hereunder and in protecting properly in which Buyer has an Interest, and (iv) the increased costs incurred by Seller by reason of a revision In the delivery schedule. No cancellation by Buyer for default shall be effective unless Seller shall have failed to correct such alleged default within thirty (30) days after receipt by Seller of a written notice of default.
10. PARTS SUPPLIED BY BUYER Where buyer supplies parts and/or materials to be bonded, fabricated, or otherwise used in connection with the work to be performed by Seller. Buyer agrees to supply Seller with such parts and/or materials in quantities at least ten percent (10%) or some other pre-negotiated amount, in excess of that required to fill Buyer’s order to cover possible production loss. Whatever amount of parts and/or materials Buyer furnishes Seller. Seller shall be permitted a reasonable amount for production loss, and the order shall be considered filled at the lesser quantity completed.
11. PATENT INFRINGEMENT Unless the design for the products shall have been furnished by the Buyer to the Seller and used by the Seller in manufacturing the products, Seller shall defend and save harmless the Buyer from any claim that any product sold to the Buyer hereunder in and of itself, infringes any United States letters patent by reason of its sale provided Seller is notified in writing within ten 910) days after such claim is made against the Buyer and provided further that Seller is permitted to defend the same in Buyer’s name if action be brought. If the product sold to the Buyer hereunder is manufactured by the Seller according to a design or specification furnished by the Buyer, the buyer will defend and save harmless the Seller from any claim of infringement of any letters patent.
12. PATENT AND DATA RIGHTS All patents, inventions, improvements, discoveries, writings, recordings, pictorial reproductions, drawings, data, graphic representations, proprietary information, copyrights, trademarks, or works of a similar nature originated or owned by Seller, used in, arising out of, or derived from the performance of Buyer’s contract shall be the sole and exclusive property of Seller. Seller shall be under no obligation to deliver any of the foregoing to Buyer and no waiver, relinquishment, alteration, or abatement of any of Seller’s rights hereunder may take place unless specifically agreed to and acknowledged in writing by Seller.
13. RESTRICTIVE USE OF DATA Any data, proprietary information of other works set forth in paragraph 12 hereof furnished by Seller pursuant to obtaining or fulfilling the contract shall not be disclosed by Buyer to anyone outside of its organization except the United States government where required by law, nor shall it be duplicated or used in whole or in part within Buyer’s own organization for any purpose other than to evaluate Seller’s quotation and assist in fulfilling the contract.
14. PRODUCTION EQUIPMENT Any physical equipment involved in Seller’s performance of the contract shall remain the sole and exclusive property of Seller, and Buyer hereby waives all rights therein; except for tooling specifically purchased by Buyer, which shall be the property of Buyer.
15. BUYER SPECIFIED SOURCES Where any subcontract work of any kind is performed for Seller by a source specified by Buyer. Buyer assumes, and Seller is correspondingly relieved from, all responsibility where the merchandise supplied by Seller is other than as agreed and where the reason thereof is due to the work performed by the source so specified or selected by Buyer.
16. INSPECTION Seller reserves the right to control access to its facilities. Access, if granted shall be in accordance with Seller’s regulations for source inspectors.
17. INTEGRATION AND ASSIGNMENT This instrument contains the entire agreement between the parties and supersedes all prior oral or written understandings. Any modifications of the terms herein shall be effective only when embodied in a written agreement signed by Seller. Any assignment by Buyer of its rights hereunder shall be void without Seller’s written consent.
18. GOVERNMENT CONTRACTS If Buyer’s purchase order contains a United States government contract number and orders products to be used in the performance of said contract, those clauses of applicable United States government procurement regulations mandatory required by federal statute to be included in United States government subcontracts shall be incorporated herein by reference. Except as set forth above, no other United States government procurement regulations shall be incorporated herein.
19. GOVERNING LAW This Agreement and performance by the parties hereunder shall be construed in accordance with the laws of the State of Florida. In any legal action between the parties arising out of this transaction, including Access’s attempts to collect on unpaid invoices, the prevailing party may recover its expenses of such legal action including, but not limited to, its costs of litigation (whether taxed by the court or not) and its reasonable attorneys’ fees (including fees generated on appeal) from the other party.
20. FAIR LABOR STANDARDS ACT WE CERTIFY THAT THESE GOODS WERE PRODUCED IN COMPLIANCE WITH ALL APPLICABLE REQUIREMENTS OF SECTIONS 6, 7, AND 12 OF THE FAIR LABOR STANDARDS ACT, AS AMENDED, AND OR REGULATIONS AND ORDERS OF THE UNITED STATES DEPARTMENT OF LABOR ISSUED UNDER SECTION 14 THEREOF.
Your Purchase Order is being processed with the understanding that you have read, and agree to the Terms & Conditions as stated above. If there are any objections or exceptions, they must be submitted to us in writing for consideration, in the space provided below.