APPLICATION AND SCOPE:
The terms and conditions here apply to proposals made and to purchase orders received by Modular Devices, Inc. No conditions stated by the Buyer in its purchase order or orders shall be binding upon the Seller if in conflict with, inconsistent with, or in addition to the terms here and conditions contained here, unless expressly accepted in writing by Seller. Seller's failure to object to any provision contained in any communication or purchase order from Buyer shall not be deemed a waiver of these terms and conditions. All orders or contracts are subject to approval and acceptance by Seller at its main office in SHIRLEY, NEW YORK 11967. Unless otherwise explicitly stated in the quotation, all orders are non-cancelable.
QUOTATIONS AND F.O.B. POINT:
For Domestic orders, prices are quoted and all sales are made F.O.B. Shirley, New York. For International orders, see MDI quotation. Prices and delivery are based solely on the requirements as set forth in request for quotation. Prices are subject to change without notice. Minimum factory order value $100.00.
TERMS OF PAYMENT:
(In case of conflict, the terms outlined on the MDI quotation will take precedence)
All invoices, which will be submitted on Seller's standard form, are due and payable in full thirty (30) days from date of invoice. Each shipment made shall be considered a separate and independent transaction, and payment therefore shall be made accordingly. If shipments are delayed by Buyer, payments shall become due on the date when Seller is prepared to make shipment. Products held for Buyer because of Buyer's delay in acceptance shall be at the risk and expense of Buyer. If in the judgment of Seller, the financial condition of Buyer at any time does not justify continuation or production or shipment on the terms of payment originally specified. Seller may require full or partial payment in advance or may ship the Buyer's order and make collection by sight draft with bill of lading attached.
The products covered herein are warranted, for a period of 1 YEAR from the date of shipment, against defects under normal use and service by Buyer. No other warranties are to be implied with respect thereto. The liability of Seller under its warranty is limited to adjustment, in accordance with the Warranty Adjustment Terms set forth below, for products which are found to be defective by Seller in the form in which they were originally shipped. In no event will Seller be liable for collateral or consequential damages. Warranty applies to customer owned parts only.
WARRANTY ADJUSTMENT TERMS:
- Adjustments will be limited to claims which are presented, within the aforesaid warranty period, promptly after the product is found to be defective. No adjustment will be allowed for products that have not been paid for in accordance with the terms of the original order. No returns shall be accepted on a Debit notice, nor shall shipping costs be chargeable to MDI.
- All products claimed to be defective will be subject to inspection and test by Seller. Normally, Seller will request return of products for inspection and test; however, Seller reserves the right to make inspection and test on Buyer's premises. Returns are to be made only as and if authorized in writing by Seller. A Return Material Authorization Number (RMA#) must be obtained from Seller prior to shipment.
- Buyer will pay all packing, inspection, labor and transportation costs involved. No returns shall be accepted postage collect, unless authorized in advance by Seller.
- No adjustment will be allowed for products which have been subjected to abuse, improper installation or application, alteration, accident or negligence in use, storage, transportation or handling; nor for products on which original identification markings have been removed, defaced or altered.
- Determination as to whether any adjustment is allowable, and as to the extent thereof, rests with Seller. Full adjustment, if allowable, normally will be made by replacement in kind on an exchange basis. Pro rata adjustment, if allowed, normally will be made by the issuance of credit. In all cases, however, Seller reserves the right to make adjustment by repair, replacement or credit.
- Any dispute, controversy, or misunderstanding arising out of or in connection with this transaction, unless the same is amicably and mutually disposed of by the parties, shall be submitted to the courts of the State of New York.
- Replacements for products found subject to adjustment, whether new or repaired, will be shipped F.O.B. city of destination with transportation charges prepaid by Seller.
- Returns within warranty, but found to be operating normally, shall be re-shipped to Buyer at his expense.
- Minimum charges for handling any item of customer responsibility shall apply. If the buyer does not respond to Seller's request for authorization of charges within thirty days, a reminder will be sent. If Buyer does not respond within 60 days the material will be returned in an as-is condition.
PACKAGING INSURANCE AND SHIPMENT:
All products shipped hereunder will be packaged in accordance with standard commercial practice for domestic shipment. Seller's liability as to delivery ceases upon making delivery of products purchased hereunder to carrier at Seller's plant, in good condition, the carrier acting as Buyer's agent.
All claims for damages must be filled with the carrier of Buyer's insurer as appropriate. Seller will select the method of shipment unless Buyer does so in writing at least ten (10) days in advance of scheduled delivery date.
It is the desire of the Seller to meet requested delivery schedules; however, Seller shall not incur any liability, consequential or otherwise, due to any delay or failure to deliver for any reason, other than arbitrary refusal by Seller to perform. Any delivery indication furnished by Seller only represents the best estimate at the time required to make shipment. The delivery of part of any order shall not obligate Seller to make further deliveries and Seller reserves the right to decline servicing any order in whole or in part.
COMPLIANCE WITH DPAS:
MDI complies with the requirements of 15CFR700 for all DPAS rated orders. Customers with non-rated orders should be aware that DPAS rated orders have priority
Buyer shall not assign his purchase order or any interest therein or any rights thereunder, without the prior written consent of Seller.
As a condition of sale, Buyer agrees not to copy, reverse engineer, produce or manufacture, or to cause or enable others to copy, reverse engineer, produce or manufacture, expressly or by implication, any item containing intellectual property rights of Modular Devices, Inc.
Seller may terminate the purchase order or any part thereof herein referred to, or any other purchase order or orders then outstanding by written or telegraphic notice to Buyer, if Buyer becomes insolvent or is subject to proceedings under any law relating to bankruptcy, insolvency or the relief of debtors. Upon such termination Seller shall be entitled to receive reimbursement for reasonable termination charges.
Buyer's purchase order shall be governed by and construed according to the laws of the State of New York. The courts of the State of New York shall have jurisdiction over any controversy that may arise out of the dealings between Buyer and Seller.
Unless the quotation expressly provides otherwise, the amount of any present or future Federal, State or local sales, excise or other tax applicable to the products purchased hereunder, or to the manufacture of sale thereof (including, without limitation, state or local privilege or excise taxes based on gross revenue), and any taxes or amounts in lieu thereof paid or payable by Seller in respect of the foregoing (excluding, however, taxes based on net income), shall be added to the purchase prices and shall be paid by Buyer. In lieu thereof, Buyer may provide Seller with an appropriate tax exemption certificate acceptable to the taxing authorities.
FAIR LABOR STANDARDS ACT:
Seller certifies that the products furnished hereunder have been or will be produced in compliance with applicable requirements of the Fail Labor Standards Act, as amended, and regulations and orders of the United States Department of Labor issued thereunder. Seller agrees that this statement may be considered as the written assurance contemplated by the October 26, 1949, amendment to said Act.