CCI's Terms and Conditions of Sale

STANDARD TERMS AND CONDITIONS OF SALE

Price

All quotations are made and orders accepted on the basis of prices in effect at the time of shipment, except as otherwise specifically agreed in writing.
Any taxes or fees that the Seller may be required to pay or collect will be charged to the Purchaser.
Unless otherwise stated all prices are F. O. B. Sellers Factory and do not include insurance, imports, taxes, and similar charges.
All payments shall be made in United States funds.

Terms

The terms of payment are net 30 days from the date of invoice except as otherwise stated. Past due accounts shall bear interest at the rate of one (1) per cent per month except to the extent otherwise required by written agreement or provision of law.

Shipping and Delivery

The Seller shall have no responsibility to obtain or maintain insurance, and all responsibility of the Seller shall cease when the products have been delivered to the appropriate carrier for shipment to the Purchaser, properly addressed or with the proper bills of lading attached whether or not freight is prepaid.
Unless specific shipping instructions are received from the Purchaser substantially before the shipment date, the Seller reserves the right to use its judgment in selecting the means of shipment. Additional shipping costs incurred at the request of the Purchaser will be charged to the Purchaser.

Warranty

Seller warrants all products manufactured or sold by Seller to be free from defects in materials and workmanship. Seller will replace or repair any products which shall prove to be defective, providing the Purchaser shall have reasonably inspected products received and notified Seller of any apparent defects within 30 days of receipt of shipment. At Seller's option the Purchaser may be credited for the price charged of the defective product in lieu of replacement of or repair. Seller makes no other warranty and disclaims the existence of any other warranty whether of merchantability, fitness for particular purpose, or otherwise.
Products delivered by Seller shall not be considered as defective if they substantially fulfill the Purchaser's performance requirements and are in accordance with approved samples, specifications or drawings.
No allowance will be granted for any repairs made by Purchaser without written consent of Seller
Seller shall not, in any event, be liable for damages in respect to the sale or use of any products sold hereunder, in any amount greater than the amount of the purchase price received by Seller for such products.
Seller shall not, in any event, be liable for any consequential, incidental or special damages or costs or expenses in the event of any breach of warranty or in the event of any default in any term herein or in the event of any loss, damage, injury or cost resulting from or arising out of or in respect of the product being sold hereunder.
Except as Circuit Components Inc. may agree in a separate agreement signed by its duly authorized agent, Circuit Components Inc. makes no representations of warranties, express or implied, regarding compliance of the manufacture, distribution in commerce, processing, use or disposal of the materials which are the subject of this acknowledgement, or the constituent substances thereof, with the Toxic Substance Control Act (P.L. 94-469) or the regulations promulgated there under, as said act and regulations may be amended from time to time including in such disclaimer, without limitation, representation and warranties regarding inclusion of said materials or substances in the list compiled by the Environmental Protection Administration under Section 8(b) of said act or under said regulations.

Claims and Returns

No products will be accepted for credit by the Seller if shipment has been made in accordance with the Purchaser's purchase order.
All claims for shortages, differences in the products shipped, or poor quality must be made in writing within 30 days of receipt of shipment.
No return shall be shipped to the Seller except after securing written instructions from the Seller. Seller shall have the sole right to determine whether returned articles or parts shall be repaired or replaced. Seller agrees to assume roundtrip transportation costs for defective or nonconforming articles or parts in any amount not to exceed normal shipping charges within the Continental United States, provided, however, that if Seller's inspection discloses that the returned article or part does not require repair or replacement, Seller's usual charges will apply and the Purchaser shall assume roundtrip shipping charges.
Damage incurred at the Purchaser's location such as in the process of inspection, handling, and repackaging shall be the sole responsibility of the Purchaser.

Liability for Loss, Damage, or Delay

The Seller shall not be liable for any loss or damage suffered by the Purchaser, resulting directly or indirectly from or through, or arising out of any delay in filling an order or in shipment or delivery of any products, or resulting directly or indirectly from or through delay arising out of any of the following: fire, flood, strike, accident, civil commotion, riot or war, shortage of labor, fuel, materials or supplies, regulations, priorities, orders of embargoes imposed by any civil or military government; or any other cause or causes (whether or not similar to the foregoing) beyond the absolute control of the Seller.

Cancellation, Alteration or Delay Requested by the Purchaser

Requests by the Purchaser to cancel or alter an order or to temporarily or permanently stop work or delivery must be made in writing. Acceptance to be effective must be in writing. Seller reserves the right to accept or refuse any such request and to set the additional charges and other conditions under which a request is granted. Any such additional charges will be due and payable 30 days after notification of Purchaser by Seller.
All products, parts or materials ordered or held by the Seller at the Purchaser's request shall be at the risk and expense or the Purchaser. The Seller, at its option, may invoice the Purchaser for all costs and expenses resulting from such a request. Such invoices are due and payable 30 days from issuance.

Tools, Dies, Designs, Drawings, Jigs and Fixtures

The Seller shall retain ownership, possession and control of all tools, dies, designs, drawings, jigs and fixtures prepared for the manufacture of products subject to any order except where other arrangements are specifically made between the Seller and the Purchaser.
The Seller shall not be responsible for problems resulting from errors in artwork, drawings, and/or specifications supplied by the Purchaser.

Under and Over Shipments

The Seller reserves the right to over-ship or under-ship any order by any amount not to exceed five (5) per cent of the amount ordered, payment to be based on the products shipped.

Patents, Trademarks, and Copyrights

The Seller shall indemnify the Purchaser for damages for infringement of patents, trademarks or copyrights relating solely to goods sold hereunder which are goods of the Seller's design, and the Purchaser shall so indemnify the Seller for goods of the Purchaser's design. No indemnity shall apply to liability resulting from the manner of use of the goods by the Purchaser or from combining the goods with any other equipment. Each party shall give the other reasonable notice of any charge or infringement to which this indemnity applies and offer to allow the other to defend any suit resulting therefrom; otherwise, the party to notice shall not be liable, directly or indirectly, for any damages from such infringement.

Insolvency of Purchaser

If the Purchaser shall make an assignment for the benefit of creditors or a voluntary or involuntary petition or other action in bankruptcy or for reorganization or under any other insolvency law shall be filled by or against the Purchaser or the Purchaser shall admit its inability to pay its debts or a Trustee, Receiver, or Liquidator is appointed for any part of the assets of the Purchaser, then the Seller may at its option immediately terminate further work. Charges to the Purchaser shall be handled under the provisions of Paragraph 7.

Reproduction Rights

Drawings, specifications, reports, photographs and other data of Seller relating to this order and all proprietary rights and interest therein and the subject matter thereof shall remain the property of the Seller. The Purchaser agrees that it will not use the Seller's drawings, specifications, and other materials and information above mentioned for the production or procurement of articles covered by this order or any similar article from any other source, or reproduce the same or otherwise appropriate them without the written authorization of the Seller.

Nondisclosure

The Purchaser agrees that it will not disclose or make available to any unauthorized third party any drawings, data, or other information pertaining to this order that is proprietary to Seller without obtaining Seller's prior written consent.

Product Discontinuance

Seller reserves the unilateral right at any time, without liability, to discontinue making available any of the Products.

Sales Terms and Conditions

Acceptance of any other terms or conditions than those set forth above is subject to negotiation and to written acceptance by the Seller. Receipt by the Purchaser of an acknowledgement of an order, containing the foregoing standard terms and conditions of sale, without prompt written objection to the Seller shall constitute acceptance of these terms by the Purchaser. The Seller's failure to object to provisions contained in the Purchaser's purchase order or other communication shall not be deemed a waiver of any term or condition set forth herein, or an acceptance of such provisions.