1. ORDERS; ORDER ACCEPTANCE
An order constitutes an agreement between Amulet Technologies LLC (“Seller”) and the customer (“Buyer”) when accepted by Seller in writing. The terms and conditions set forth below and included on quotes from Seller are the complete and exclusive statements of all the terms of agreement between Amulet Technologies and the Buyer, but do not represent a complete and exclusive statement of all the terms of the agreement between Seller and its distributor, which may be contained in a separate distributorship agreement. All quotations and sales by Amulet Technologies are subject to these terms and conditions and those found on the front of this document. Any terms and conditions contained on purchase orders or other provisions are subject to approval by Amulet Technologies.
Prices are stated and are good from 30 days of quote, unless otherwise agreed in writing by the parties. Any discounts for volume purchases offered by the Seller to the Buyer are good for a period up to one year from date of order, unless otherwise agreed in writing by the parties. Buyer’s shipping schedule must accompany orders. If Buyer does not take delivery of product within the contract period, Seller will charge the Buyer back the difference between the standard and discounted rate. If the price of fuel, metals, raw materials, or other production costs increase significantly, Seller shall have the right and Buyer shall have the obligation to renegotiate prices on all products. Unless otherwise agreed upon between the parties, the prices stated herein do not include any taxes or customs duties. Buyer shall pay, in addition to the prices stated, the amount of any present or future taxes and/or customs duties applicable to the sale of products or performance of services, or in lieu thereof, Buyer shall supply Seller with an appropriate tax exemption certificate.
3. TERMS OF PAYMENT
Unless otherwise agreed in writing, terms of payment for the Buyer shall be net thirty (30) days from the date of invoice or shipment, whichever is sooner. Partial shipments are invoiced separately and are due and payable subject to these Terms and Conditions of Sale. All tooling for projects are paid for in advance, Non-Recurring Engineering charges and/or Engineering Services are due 50% upon receipt of P.O., 25% due at a specified milestone, and the balance due upon delivery of prototypes and/or services. Seller requires the disclosure and evaluation of Buyer’s financials in order to extend credit to Buyer hereunder. Seller, at its sole discretion, may change or withdraw Buyer’s credit. At such time, without releasing Buyer of its obligation to accept goods hereunder. All amounts past due shall incur interest at the rate of 1.5% per month (minimum 75.00) or any part in accordance with California law. Should it be necessary for Seller to initiate legal proceedings to enforce collection, Seller shall in addition to all other rights of law be entitled to recover reasonable attorney’s fees and other related costs as the court may determine. In the event shipments are delayed by the Buyer, payments shall become due on the date when the Seller is prepared to make shipment.
4. DELIVERY; RISK OF LOSS AND TITLE
All domestic shipments not specifically designated otherwise shall be shipped to Buyer F.O.B. origin, freight collect. All international shipments not specifically designated otherwise shall be shipped Ex-Works, as defined by INCOTERMS 2000. Buyer shall assume all risk of loss and pay all cost of insurance for the products upon Seller’s delivery to a common carrier. Title to the products shall pass to Buyer upon final payment of the total purchase price. Buyer shall have the responsibility to resolve problems or issues with the carrier in the event of the carrier’s mishandling, damage, or loss of the product(s).
Shipping dates are approximate and based upon prompt receipt of all necessary information, supporting documentation, furnished material, and authorization from the Buyer. Shipments are scheduled after the acceptance of an order in accordance with the Buyer’s requirements. Unless specifically stated to the contrary, where existing priorities and schedules prevent strict compliance with requested delivery dates, orders are shipped as close as possible to the requested date and the Buyer is advised of the actual shipping schedule. Seller shall not be liable for delays in delivery or any other occurrence, problem or contingency beyond reasonable control. Buyer may not reschedule any order for standard products without written notice to Seller at least 30 days prior to scheduled ship date unless the Seller consents. Buyer may reschedule any order for non-standard products with written notice to Seller at least 60 days prior to scheduled ship date. All orders rescheduled must be for delivery within 90 days of the originally scheduled delivery date.
Buyer may not cancel orders for standard parts without written notice to Seller 30 days prior to the scheduled ship date unless Seller consents. Buyer is subject to a 100% cancellation fee for all items labeled “Non Cancelable – Non Returnable” or “NCNR”; items that are Semi-standard; Semi-custom; custom parts; Non-Recurring Engineering/Tooling charges; Engineering Services; and all other orders labeled or identified as non-cancelable.
6. FORCE MAJEURE
If the performance of this Agreement, or any obligation hereunder except the making of payments hereunder is prevented, restricted or interfered with by reason of fire, flood, earthquake, explosion, or other casualty or accident; strikes or labor disputes; inability to procure or obtain delivery of part, supplies or power; war or other violence; any law, order, proclamation, regulation, ordinance, demand, or requirement of any government agency; or any other condition or act whatsoever beyond the reasonable control of the affected party, the so affected party upon giving prompt notice to the other party, shall be excused from such performance to the extent of such prevention, restriction, or interference, however, the party so affected shall take all reasonable steps to resume performance hereunder with dispatch whenever such causes are removed.
For a period of one (1) year from the date of shipment, Seller warrants to Buyer that products delivered hereunder shall comply with the applicable Seller’s Data Sheet or the mutually agreed upon specifications and shall be free from defects in material and workmanship under normal use and service. All other products, including but not limited to products which are “loaners”, “products shipped on consignment”, and/or “prototypes” are sold “AS IS”, “WITH ALL FAULTS”, and with no warranty whatsoever.
If, during the applicable warranty period, (i)Seller is notified promptly in writing upon discovery of any defect in the products, including a detailed description of such defect; (ii) such products are returned to Seller and Buyer prepays freight cost, accompanied by Seller’s Returned Material Authorization form; and (iii) Seller’s examination of such products discloses to Seller’s satisfaction that such products are defective and such defects are not caused by accident, abuse, alteration, misuse, neglect, improper installation, repair, improper testing, improper maintenance, negligence, improper handling, inadequate packaging, damage by excessive voltage or current or otherwise had its serial number or any other part altered, defaced, or removed or use contrary to any instructions, issued by Seller, Seller shall, at its sole option, either repair or replace such products. No products may be returned to Seller without Seller’s Returned Material Authorization form. All defective items replaced hereunder shall become the property of the Seller. Any modifications, changes, or alterations to the products by the Distributor or end customer voids the warranty. The warranty set forth herein cannot be extended, altered, or modified except by written amendment to this Agreement. Seller reserves the right at Seller's option to inspect and/or repair product under warranty claim at Buyer or distributor’s location of business.
SELLER HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESSED OR IMPLIED (EXCEPT THOSE EXPRESSLY SET FORTH IN THIS ARTICLE 7) AS TO THE PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE. SELLER WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS COST, OR EXPENSE OR BREACH OF WARRANTY EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS ARTICLE 7.
BUYER HEREBY WAIVES ALL CLAIMS FOR GENERAL, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES AND AGREES THAT SELLER’S LIABILITY TO BUYER AND BUYER’S EXCLUSIVE REMEDY ARE EXPRESSLY LIMITED TO THE REPAIR OR REPLACEMENT OF MATERIALS PURSUANT TO THE WARRANTY SET FORTH HEREIN AND SUCH LIABILITY SHALL IN NO EVENT EXCEED THE PURCHASE PRICE FOR SUCH PRODUCT. IN NO EVENT SHALL SELLER BE LIABLE FOR TRANSPORTATION, LABOR, OR OTHER CHARGES FOR ADJUSTMENTS, REPAIRS, REPLACEMENT OF PARTS, INSTALLATION, OR OTHER WORK WHICH MAY BE DONE UPON OR IN CONNECTION WITH SUCH PRODUCTS BY BUYER OR OTHERS.