Conditions of Sale
ALL GOODS ORDERS RECEIVED, AND ALL SALES OF GOODS MADE, BY SIGNATURE SCIENCE, LLC (HEREINAFTER REFERRED TO AS “SELLER”) ARE EXPRESSLY CONDITIONED UPON THE FOLLOWING TERMS AND CONDITIONS. ANY ADDITIONAL OR CONFLICTING TERMS, WHETHER OR NOT MATERIALLY DIFFERENT, SET FORTH IN ANY PURCHASE ORDER OR OTHER COMMUNICATION FROM BUYER ARE HEREBY OBJECTED TO AND REJECTED IN THEIR ENTIRETY, AND SHALL NOT BE BINDING UPON SELLER UNLESS SPECIFICALLY ACCEPTED IN WRITING BY AN AUTHORIZED REPRESENTATIVE OF SELLER.
I. PURCHASE PRICE
Unless otherwise stated in writing by Seller, prices, terms of payment, and pricing policies applicable to all products sold to Buyer will be those set forth in Seller’s written quotation or, if Seller has not provided a quotation, in Seller’s published price schedule in effect at the time of shipment. Product prices quoted directly to Buyer in writing by Seller shall remain in effect for a period of sixty (60) days from date of quotation. Seller’s price schedule is subject to change without notice.
II. DELIVERY, TITLE, AND RISK OF LOSS
A. Seller shall ship the goods to Buyer FOB Origin with ownership transferred to Buyer upon shipment. Partial shipments shall be permitted. Shipment dates quoted are approximate and are dependent upon (i) prompt receipt by Seller of all information necessary from Buyer to permit Seller to complete the order, and (ii) Buyer’s compliance with payment terms.
B. If any part of the products cannot be shipped when ready due to any cause referred to in the “Excusable Delays” article hereunder, Seller may place such products in storage. In such event, (i) Seller’s shipment obligations shall be deemed fulfilled, and title and all risk of loss or damage shall transfer to Buyer, (ii) any accounts otherwise payable to Seller shall be payable upon presentation of Seller’s invoices and certification as to such cause, and (iii) all expenses incurred by Seller for preparation for and placement in storage, handling, storage inspection, preservation, and insurance, shall be payable by Buyer upon submission of Seller’s Invoice.
C. All products shipped will be packaged according to Seller’s standard specifications. Special packaging at the request of Buyer will be subject to Seller’s approval and additional charges.
All goods, technology or software delivered by Seller may be exported from the United States only in accordance with U.S. Regulations. Diversion, use, export or re-export contrary to United States law is prohibited. In addition, products may not be exported or re-exported to entities and persons that are ineligible under U.S. law to receive United States goods, technology and/or software.
IV. GOVERNMENT AUTHORIZATIONS
Buyer shall be responsible for the timely obtaining of any required government authorization to allow for shipment of the products into Buyer’s jurisdiction. Buyer and Seller shall provide reasonable assistance to each other in obtaining such authorizations as may be required.
V. EXCUSABLE DELAYS
A. Seller shall not be liable for delays in delivery due to (i) causes beyond its reasonable control, (ii) natural disasters, acts of Buyer, acts of civil or military authority, governmental priorities, strikes or other labor disturbances, floods, epidemics, war, riots, delays in transportation, or shortages in availability of transportation or shipping services, (iii) Seller’s inability, due to a cause beyond Seller’s reasonable control, to obtain the necessary governmental licenses or approvals, labor, materials, or manufacturing facilities. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by the reason of the delay.
B. If a delay resulting from any of the foregoing causes extends for more than sixty (60) days, and the parties have not agreed otherwise, either party may terminate the order.
A. Terms of sale are net thirty (30) days from date of invoice, unless otherwise stated.
B. Seller accepts Visa, MasterCard, and American Express as payment for all charges. Seller shall charge all amounts due against the credit card provided by Buyer. Seller may, at its sole discretion, obtain pre-approval of any amount up to and including the full price of a sale.
C. If Seller cannot make delivery as scheduled due to any cause referred to in the “Excusable Delays” article herein, any amounts otherwise payable to Seller upon delivery shall be payable to Seller upon readiness for delivery against submission of Seller’s invoice and its certifications as to such cause. Pro-rata payments shall become due as partial shipments are made.
D. If, in the sole judgment of Seller, the financial condition of Buyer does not justify continuance of production or delivery on the terms of payment originally specified in the order, Seller, at its sole option, may require full or partial payment in advance.
E. In the event of bankruptcy or insolvency of Buyer, or in the event any proceeding is brought by or against Buyer under bankruptcy or insolvency laws, Seller shall be entitled to cancel any unfulfilled order or part thereof then pending.
A. Unless otherwise stated by Seller in writing, Seller’s price does not include any applicable taxes. Consequentially, in addition to the prices specified, the amounts of any sales, use, or value-added taxes, duties, or fees applicable to the sale or transport of the products sold hereunder shall be paid by Buyer, or in lieu thereof, Buyer shall provide a tax exemption certificate acceptable to the applicable taxing authority.
B. Any taxes, including income, stamp, and turnover taxes, duties, fees, charges, or assessment of any levied by any non-U.S. governmental authority in connection with this order, whether levied against Buyer, against Seller or its employees, agents, subcontractors, and assigns, or otherwise, shall be for Buyer’s account and shall be paid directly by Buyer to the governmental authority concerned. If Seller is required by law or otherwise to pay any such levy or pay any fines, penalties, or assessments hereunder, including but not limited to those arising as a result of Buyer’s failure to comply with any applicable law or regulation, the amount of any payments made by Seller shall be paid by Buyer to Seller immediately upon submission of Seller’s invoice.
A. Seller warrants that each product to be delivered hereunder will conform to Seller’s specifications and be free from material defects in workmanship. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES (EXCLUDING THE WARRANTY OF TITLE), WHETHER WRITTEN, ORAL, IMPLIED, OR STATUTORY. NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. The conditions of any inspection or test shall be mutually agreed upon, and Seller shall be notified of, and may be represented at, all inspections or tests that may be made of products. If any failure to conform to the foregoing warranties appears within one (1) year from date of shipment (hereinafter referred to as “Liability Period”), Buyer shall promptly notify Seller thereof and make the affected products available to Seller. Seller shall then, at its sole option, either correct the defect by making a repair or replacement of the product or issue an appropriate credit. The foregoing shall constitute Buyer’s exclusive remedies for claims based on defects in or failure of products whether the claim is in contract or tort (including negligence) and however instituted.
B. Where products have limited life or may deteriorate through age or other factors such as improper storage, or where industry-accepted visual imperfections exist, such limited life, deterioration, or imperfection is explicitly agreed to not be a defect in material or workmanship or a failure to conform to specification as contemplated herein.
C. No defective products will be returned until authorized in advance by issuance of a Return Materials Authorization number by Seller. Returned products must be packaged appropriately and intact in form when shipped to be accepted by Seller for replacement or credit.
IX. LIMITATION OF LIABILITY
A. In no event, whether as a result of breach of contract, warranty, tort (including negligence), failure of a remedy to accomplish its purpose, or otherwise, shall Seller be liable for any incidental or consequential damages, including but not limited to, loss of profits or revenue, loss of use, damage to associated equipment, cost of substitute equipment or products, or claims of Buyer’s customers.
B. The liability of Seller on any claim of any kind, whether based upon breach of contract, warranty, tort (including negligence), or otherwise, for any loss or damage arising out of or resulting from the transaction governed by these conditions, or from any product furnished hereunder, shall in no event exceed the total purchase price of the product(s) that gave rise to the claim.
C. If Seller furnished Buyer with advice or other assistance concerning any product supplied hereunder or any equipment in which any such product may be installed, which advice is not explicitly required pursuant to the order or other written agreement between the parties, the furnishing of such advice or assistance shall not subject Seller to any liability, whether in contract, warranty, tort (including negligence), or otherwise.
D. The invalidity in whole or part of any portion of this article shall not affect the remainder of the article.
Buyer may not cancel its order after shipment. All sales are final.
A. These Conditions of Sale, any order relating hereto, and all agreements and dealings between the Buyer and the Seller shall in all respects be governed by the laws of the State of Texas. Buyer hereby submits to the non-exclusive jurisdiction of the courts of Travis County, Texas, and acknowledges and stipulates that such venue is reasonable and is not burdensome on the Buyer in light of the circumstances of the transaction(s) covered hereby.
B. Buyer shall not assign its order or any interest therein, or any rights hereunder, without written consent of Seller, and any purported assignment lacking such prior written consent shall be void.
C. If, due to special product features or specs agreed between the parties, tooling and engineering charges are billed to Buyer separately on Seller’s invoice, such billing or payment thereof does not grant or imply ownership of tools by Buyer. Tools shall remain the sole property of Seller.
D. Any representation, warranty, course of dealing, or trade usage not contained or referenced herein shall not be binding on Seller. No change, modification, act of rescission, or waiver of these Conditions of Sale shall be binding upon Seller unless made in writing and signed on its behalf by an officer of Seller.
E. These Conditions of Sale form a binding legal contract between Seller and Buyer. Buyer acknowledges and specifically represents to Seller that it has carefully reviewed these Conditions of Sale with the involvement and assistance of Buyer’s officers, employees, advisors, and/or legal counsel; that it has consulted with legal counsel competent to render advice with respect to transactions governed by the law applicable to this contract; and that it has no questions regarding the meaning of any of this contract’s terms.
XII. ENTIRE AGREEMENT
These Conditions of Sale constitute the entire agreement between the parties with respect to the matter contained herein, and supersede all prior oral or written representations and agreements.