Sales Terms and Delivery Conditions of ept GmbH

Our Sales Terms and Delivery Conditions shall apply exclusively and for each contract awarded by us, in the case of a regular business relationship also for any and all future trans-actions concluded with the Purchaser. They shall only apply vis-à-vis Contractors (natural persons or legal entities or business partnerships having legal capacity and acting in pursu-ance of their commercial or independent professional activities in concluding a legal transac-tion). We shall not acknowledge any contrary or deviating conditions of the Purchaser, unless we have agreed explicitly to the applicability hereto in writing. Such an acceptance hereof shall only be deemed to be given for the respective individual case, and not for previous or future deliveries. Our Delivery Conditions and Payment Terms shall also apply even if we execute the delivery without reservation in knowledge of the Purchaser’s opposing or deviat-ing conditions.

Damage claims against us shall principally only exist if we or our vicarious agents have acted intentionally or in gross negligence. In the case of an infringement of substantial contractual obligations we shall be liable also in the event of simple negligence. In this case our liability to pay damages shall be, however, limited to the typical contractual and foreseeable damage.
The afore-mentioned limitation of liability shall neither apply in the event of a physical injury of life, body and health, nor for claims according to the Produkthaftungsgesetz (German laws governing product liability) or for an acceptance of guarantee.
The Purchaser agrees to inform us in advance, in so far as possible and reasonable, on the contents and scope of any possible recall measures and shall give us the opportunity to render a statement.
In so far as our liability is excluded or limited, this regulation shall also apply to the personal liability of our employees, workers, staff force, representatives and vicarious agents.

In so far as we manufacture tools and/or moulds to produce the goods ordered, we shall remain owners of these tools and moulds, even if the Purchaser takes over in full or in part the costs for manufacturing the tools and/or moulds.
The production costs to be borne by the Purchaser shall be invoiced separately and not together with the goods to be delivered. Unless no other agreement is made 50% of the invoice amount shall be payable without deduction together with the order confirmation and the remaining 50% of the invoice amount after notification of completion and deliv-ery of the pattern. The payment obligation shall also remain if the Purchaser does not accept the goods stipulated in the order confirmation or does not accept these in full scope, unless an acceptance of the goods stipulated in the order confirmation is justified on our part. In so far as only one part of the costs were charged to the Purchaser he shall refund our share in the costs for manufacturing the tools and/or moulds in full or in part, if he has to justify the non-acceptance or reduced acceptance. The cost share to be re-funded in the case of a reduced acceptance shall be calculated on the basis of the ratio between the volume of goods accepted and the volume of goods ordered.
We agree to store tools and moulds free of charge for a period of three years following the last delivery to the Purchaser for a possible use for further deliveries to the Pur-chaser. If the Purchaser informs us by the end of this period that further goods will be ordered within one year for the production of which the tools and/or moulds will be re-quired, we agree to store these tools and moulds within this period. After the end of the storage period we shall be free to use the tools and moulds for in-house production pur-poses or in fulfilment of third-party orders.
During the storage period we shall take over the costs for maintenance and repair as well as for an appropriate storage and shall take over the risk of damage to or destruction of the tools and/or moulds. If it is necessary to replace tools and/or moulds due to wear and tear on which the production of goods is based, these costs shall, however, be charged to the Purchaser.
The Purchaser is aware of the fact that substantial development know-how is embodied in the tools and moulds commissioned by him and that we have a special interest in maintaining secrecy with regard thereto. For this reason it is hereby agreed that the Pur-chaser shall not be entitled to claim a surrender of the tools and moulds at any time, irre-spective on which the claim is based, not even despite the fact that the tool costs have been taken over in full scope by the Purchaser and/or at the end of the delivery relation-ship. The Purchaser’s right to demand damages shall not be affected hereby if the statu-tory prerequisites are given.

If we are required to deliver according to drawings, models, samples or by using parts provided by the Purchaser, the Purchaser shall be responsible for ensuring that third-party industrial property rights on national and international level, in particular in the country of destination of the goods are not violated hereby.
The Purchaser shall indemnify us of third-party claims by the first written request and agrees to pay compensation for the damage arising hereby. The obligation to indemnify us shall refer to any and all expenses necessarily arising on our part or in connection with the third-party claim.
If we are prohibited to manufacture or to accept deliveries from a third party under ref-erence to a copyright belonging to him – we shall be authorised – without investigating the legal situation – to discontinue operations until the legal situation has been clarified by the Purchaser and third party. If the continuation of the contract is deemed to be un-reasonable on our part as a result of the delay, we shall be entitled to rescind herefrom.

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.

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.

We will accept an order rescheduling only when delivery date for the Product is more than four weeks prior to ept’s confirmed ship date. Shipment date of any Product may be rescheduled up to six (6) times per year, but Purchaser may not reschedule shipment date beyond eight months from the original confirmed ship date. Shipment date of any Product rescheduled by Purchaser up to six weeks past the ept original confirmed ship date is non-cancelable for all in stock items and work-in-progress items.

$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.

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.

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.

Claims for shortages, erroneous charges, or price correction must be presented to ept in writing within five (5) days of the invoice date.

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.

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.

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.

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.

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.

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.

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.

Purchaser shall not assign this agreement or any rights hereunder without the prior written consent of ept, inc.

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.

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.

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.

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.

Contact your Customer Service Representative at 1-800-323-2568.