ept, inc.
Standard Interconnect Products
Customer Terms and Conditions of Sale
1. General: The terms and conditions of sale stated herein shall govern the sale of goods between ept, inc. (hereafter referred to as ept) and Purchaser. The terms and conditions of sale are expressly limited solely to those stated herein; any additional or different terms in a Purchaser’s purchase order or other ordering document are expressly rejected and shall not be deemed part of this agreement. 2. Terms: Payment is due Net 30 days from date of invoice. Failure to pay in accordance with the terms stated herein may, in ept’s discretion, result in ept’s revocation of credit or ept‘s refusal to ship future orders. 3. Transportation and Delivery: All orders are shipped FOB point of shipment via Purchaser’s requested carrier, or otherwise at ept’s discretion, freight pre-paid and added to the invoice or freight collect, via lowest cost routing. Purchaser shall be the consignor on all shipments and expressly authorizes ept to list Purchaser as such on all shipping documents. Purchaser is responsible for:
5. Minimum Order Quantity and Lead Times: $150.00 per order, plus line item minimum quantities. Contact ept for current product MOQ’s and lead times. MOQ’s and lead times are subject to change at any time without notice. 6. Acknowledgements: For all orders placed, acknowledgements are provided via fax or e-mail. ept will acknowledge all orders received in writing via mail, fax or e-mail. ept’s acknowledgement is a description of the terms, prices, and shipping information and dates (if available). Purchaser should read the acknowledgement carefully and notify ept’s customer service department immediately of any discrepancies between the order and the acknowledgment; otherwise the purchase order shall be deemed to be correct and accepted by Purchaser. 7. Cancellations: All orders are non cancelable and non returnable unless otherwise specified at ept’s discretion. Cancellation may be accepted at ept’s discretion for items not normally carried in stock or which are built to the Purchaser’s specifications, provided notice of cancellation in writing is received by ept more than six weeks prior to scheduled shipment. Orders for items not normally carried in stock or which have been built to Purchaser’s specifications may not be cancelled within six (6) weeks before scheduled shipment. Purchaser shall be responsible for payment in full of any Order which is not cancelled pursuant to this paragraph. ept reserves the right to make a price change in the event of any change in Product order quantity. 8. Claims & Errors: Claims for shortages, erroneous charges, or price correction must be presented to ept in writing within five (5) days of the invoice date. 9. Freight Claims: Reasonable care and inspection is provided prior to shipment. If freight damage should occur while in transit, Purchaser should contact the freight carrier immediately. ept shall not be responsible for any such damage. 10. Return Policy: No returns will be accepted for products unless the return is based on ept’s failure to meet warranted quality standards or due to an error made by ept. ept will only accept returned material if a Return Material Authorization (RMA) has been issued for the return and its clearly marked on the outside of the box. All returned materials must be in their original ept packaging and shipped accordingly to prevent damage in transit. The Purchaser is liable for all freight charges except in the event of a return due to (i) an error made by ept, or (ii) a substantiated failure to meet quality standards warranted by ept.
11. Price: Prices quoted and proposed shipment dates are valid for five (5) days unless otherwise specified by ept. Prices for products are those which are in effect on the date of order placement. For all pricing, a contract will be established with proper approvals, for scheduled releases up to twelve (12) months. If the quote states that it is valid for a period of time exceeding five (5) days, ept, inc. may, with forty-five (45) days advance written notice, change the price of the products subject to the quotation or purchase order. All such price changes shall apply to all purchase orders accepted but not yet shipped. 12. Volume Purchase Commitments: For Products quoted, Purchaser will purchase at a minimum the stated annual estimated annual usage (EAU) quantity of Products during the term of this Agreement (the “Annual Commitment”), and at least twenty percent of such minimum purchase must occur during each calendar quarter until the Annual Commitment is satisfied (collectively with the Annual Commitment, the “Purchase Commitment”). If during any quarter, the Purchaser does not satisfy its Purchase Commitment, ept may immediately terminate this Agreement. 13. Product Discontinuance: The products subject to these terms and conditions shall be offered for a period of thirty (30) days from the date of this quote. If the quote states that it is valid for a period of time exceeding thirty (30) days, ept may, with thirty (30) days advance written notice, discontinue any product(s) subject to the quotation or ept’s order confirmation. 14. Product Change Notification: Unless the quote states that it is valid for a period of time exceeding thirty (30) days, ept shall not be required to give any notification of a change to the product that will materially change the form, fit or function of the product. If the quote states that it is valid for a period of time exceeding thirty (30) days, ept will use its good faith efforts to give purchaser thirty (30) days advance written notice of a material change in the form, fit or function of the product. 15. Warranty, Limitation of Liability and Remedies: Before using the Product, Purchaser must evaluate it to determine if it is suitable for its intended application. Purchaser assumes all risks and liability associated with such use. The Product, except product with tin plated solder tails, will conform to ept’s published specifications (or to unique product specifications, if any) and for a period of twelve (12) months after the date of manufacture of the Product by ept, ept warrants that the Product will be free from defects in material and manufacture. Product with tin plated solder tails is warranted for ninety (90) days after the date of manufacture. ept MAKES NO OTHER WARRANTIES, AND HEREBY EXPRESSLY EXCLUDES ALL WARRANTIES, EXPRESS OR IMPLIED, NOT SET FORTH HEREIN INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. If the Product is found to be defective within the warranty period stated above, Purchaser’s exclusive remedy shall be for ept, at its option, to replace or repair the Product or refund the purchase price for the Product. EXCEPT WHERE PROHIBITED BY LAW, ept WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM THE PRODUCT OR THIS AGREEMENT AND DOES HEREBY EXCLUDE ANY LIABILITY FOR CONSEQUENTIAL DAMAGES, WHETHER INDIRECT, SPECIAL, INCIDENTAL OR OTHERWISE, REGARDLESS OF THE LEGAL THEORY ASSERTED. IN NO EVENT SHALL ept’s LIABILITY HEREUNDER EXCEED THE PURCHASE PRICE OF THE PRODUCT WHICH GIVES RISE TO A CLAIM. 16. Assignment: Purchaser shall not assign this agreement or any rights hereunder without the prior written consent of ept, inc. 17. Force Majeure: ept, inc. shall not be liable for any delay in delivery or for non-delivery, in whole or in part, caused by the occurrence of any event beyond the reasonable control of ept, inc. If such event occurs, ept, inc. may allocate production and deliveries among its customers. 18. Indemnification: Purchaser agrees to indemnify, defend and hold ept, its successors and assigns harmless from and against any and all liability, loss, damage, cost or expense (including reasonable attorneys’ fees and disbursements) arising out of any claims of personal injury or property damage based on the use, manufacture or sale of any item or device produced or sold by Purchaser in which the Product is used or in any manner included or integrated. Purchaser shall cause ept to be named as an additional insured under any product liability insurance policy maintained by Purchaser. Evidence of insurance coverage will be made available to ept upon request. 19. Choice of Law Jurisdiction and Venue: The validity, formulation, interpretation and performance of these terms and conditions and the agreement between ept and Purchaser to which these terms and conditions apply shall be governed by the laws of the Commonwealth of Virginia, without giving effect to choice of law principles. Purchaser and ept do hereby irrevocably submit themselves to the personal jurisdiction of the United States Federal Court for the Eastern District of Virginia, Richmond Division, or failing Federal jurisdiction, to the personal jurisdiction of the Circuit Court of Chesterfield County, Virginia and do hereby irrevocably agree to service of such courts’ process upon them. Purchaser and ept each hereby: submits to the jurisdiction of the court so designated, to the exclusion of any other courts which might have had jurisdiction apart from the terms of this paragraph; waives any defense of lack of in personam jurisdiction of said courts; waives any objection to the laying of venue in such courts; admits that any such dispute may be resolved at least as conveniently in such a court as in any other court; agrees it shall not seek dismissal or a change of venue on the ground that resolution of such a dispute in any such court shall not be convenient or in the interests of justice; agrees that service of process in such action may be made upon each of them by mailing it certified or registered mail, to the other party at its address or at the address of its registered agent; and, agrees that the prevailing party shall be entitled to recover from the non-prevailing party reasonable expenses, including without limitation, reasonable attorneys' fees. 20. Entire Agreement: These terms and conditions, ept’s order acknowledgment, and ept’s invoice contain the entire agreement of the parties with regard to ept's sale of Products to Purchaser. Unless otherwise agreed in writing and signed by an authorized ept representative, to the extent that any purchase order, order acknowledgement, other writings or previous communications are inconsistent with these terms and conditions, these terms and conditions will prevail. No modification, termination, amendment or waiver shall be binding upon the parties unless agreed to in writing by ept. 21. Contact Information: Contact your Customer Service Representative at 1-800-323-2568.
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