Terms and Conditions of Sales - Microwave Components and Assemblies (MicroSource Division)
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Entire Agreement:
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The terms and conditions set forth below constitute the complete and exclusive agreement between Microsource, Inc., and the buyer. All references in this document to "MSI" and "Seller" shall mean Microsource, Inc.
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These Terms and Conditions take precedence over any additional or different terms and conditions of Buyer, to which objection is hereby made by MSI. No modification to these terms and conditions shall be applicable unless made in writing and signed by an authorized representative of both parties.
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MSI reserves the right to revise bid prices and delivery terms based on any buyer requested modifications to the Terms and Conditions contained herein.
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Acceptance of any Orders issued to MSI by buyer shall under no circumstances be interpreted to occur until an authorized representative of MSI provides written notification of acceptance to buyer.
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Prices and Shipment:
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MSI reserves the right to revise and announce new prices for equipment. Seller will honor old prices if an order is received prior to a price revision or prior to expiration of a valid quotation. Unless otherwise indicated quotations shall remain valid for a period of 30 days.
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All prices are F.O.B. origin. Buyer shall pay all costs of shipment and insurance. Seller shall pack, mark and ship all goods and supplies in accordance with the requirements of the order and shall, in the absence of written agreement to the contrary, secure at its discretion the most advantageous service and rates consistent with the order.
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Seller reserves the right to ship goods and supplies up to two weeks prior to the date of delivery specified by buyer. In addition, Seller reserves the right to make partial shipments of the goods and supplies.
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Taxes and Duties: Unless separately stated, all prices are quoted, all orders accepted and all billings rendered exclusive of all federal, state and municipal taxes of any kind. MSI will not report, collect or pay any tax, which may be imposed on Buyer, and Buyer shall report and pay all such imposed taxes.
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Payment: After approval of credit, payment terms are net thirty (30) days from the date of shipment.
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Title: Title to goods shall pass to Buyer at F.O.B. origin.
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Changes: MSI may modify the design and specifications of supplies designed by Seller provided that the modified equipment meets all requirements of the order. Buyer may make changes, by written order, within the general scope of this order in any one or more of the following: a) drawings, designs or specifications where the supplies to be furnished are to be specifically manufactured for the Buyer in accordance therewith, b) method of shipping or packing; c) place of delivery. All other changes must be agreed to in writing by MSI prior to the affectivity of such changes. If any change causes an increase or decrease in the cost of, or schedule for, the performance of the work under this order, an equitable adjustment in the price or schedule, or both, shall be negotiated and the order modified accordingly.
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Customer Furnished Material: MSI shall not be liable for any loss or damage whatsoever, except for gross negligence or willful misconduct on the part of Seller. The risk of loss of material furnished to or left with Seller shall remain with Buyer.
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Fixtures and Tools: MSI's means of manufacture, and title to fixtures and tools required for performance of this order are property interests of Seller and shall remain as such upon completion of the order. Invoices for setups, fixtures or tools do not convey any title to Buyer unless so specified in the order.
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Inspection and Acceptance of Goods:
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Any inspection required, as part of this order, shall be limited to final inspection only. Such inspection may be at Seller's facility but shall not include any areas, or process, which are proprietary to Seller.
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Acceptance of goods shall occur within fifteen (15) days after delivery to Buyer. Failure to inspect and reject non-conforming items shall be deemed acceptance by Buyer with full responsibility for payment.
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Warranty:
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MSI warrants for a period of twelve months, from the date of shipment, all items furnished hereunder will be free from defects in material and workmanship, will conform to specifications, drawings and/or other descriptions expressly made a part of this order, provided seller is supplied with notification that the goods have been properly shipped, stored and maintained. Should any failure of the goods appear within one-year following the initial date of shipment,upon return of such goods prepaid, Seller will inspect and test returned goods to determine the causes of failure. If warranty repair is applicable, at MSI's discretion, the unit will be repaired, replaced and returned freight pre-paid (F.O.B. destination), or the purchase price will be refunded. If no failure is detected, the goods will be returned and a minimum evaluation charge of $ 450.00 per unit will be assessed.
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For out-of-warranty units, Buyer shall pay a minimum evaluation charge of $ 450.00 per unit regardless of buyer's decision to proceed with quoted repairs. Seller shall quote a price for repair and, if approved by Buyer, the evaluation charge will be considered as part of the repair cost. If buyer declines to have the goods repaired, the evaluation charge will be billed and the parts returned F.O.B. origin.
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Limitation of Liability: MSI shall not under any circumstances be liable for special or consequential damages such as, but not limited to, damages or loss of property or equipment, loss of profits or revenue, cost of capital, cost of purchased or replace goods, or claims of customers to Buyer. The liability of Seller shall not exceed the price of the goods upon which such a liability is based.
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Patents and Data Rights:
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Patents or rights for any inventions or discoveries made by MSI, its' employees or persons under the Seller's control, shall reside solely with MSI, together with exclusive power to determine whether or not, and where, a patent application shall be filed, and disposition of any rights thereunder.
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Sale of goods or performance of any work under this order does not convey any rights or license to MSI's proprietary data used or developed in the course of the order. Any data requiring delivery is limited to that data expressly identified on the face of the order as a deliverable item.
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Attorney's Fees: If any legal action is necessary to enforce the terms of this order, the prevailing party shall be entitled to reasonable attorney's fees in addition to any other relief to which it may be entitled.
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Government Contracts: If Buyer's purchase is identified in writing as made for use under a U.S. Government contract, only those terms and conditions made mandatory for inclusion in fixed price supply contracts by applicable federal law shall be incorporated herein by reference.
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Audits: MSI considers the financial information supporting the cost and pricing data, if submitted as part of this order, to be sensitive and proprietary and, therefore, unless otherwise negotiated, not subject to audit by Buyer.
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Quality Control Systems: Microsource, Inc. is certified to AS9100/ISO 9001.
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Cancellation: Buyer may cancel this order by written notice up to but no later than thirty (30) days prior to shipment and will be liable for any reasonable cancellation charges. Standard item orders, which are canceled prior to shipment, will be subject to 15% restocking charge for items already in production or finished goods inventory awaiting shipment. Orders for special custom items designed or modified to Buyer's specifications which are in production or finished goods inventory are subject to full recovery costs plus reasonable profit.
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Force Majeure: MSI shall not be held responsible for any failure of performance or failure to make delivery of all or any part of the goods purchased under this order due to federal, state or municipal action, statute, ordinance or regulation, strike or other labor trouble, fire damage to or destruction in whole or in part of merchandise or manufacturing plant; lack of or inability to obtain raw materials, labor, fuel, electrical power, water, or supplies; or any other cause, act of God, contingency, or circumstances within or without the United States not subject to its control which hinder the manufacture or delivery of the merchandise.
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Applicable Law: This order shall be construed and enforced in accordance with the laws of the State of California, United States of America.
GIGA-TRONICS IS AN AFFIRMATIVE ACTION / EQUAL OPPORTUNITY EMPLOYER (M / F / D / V )
REF# Form:BD-020 (2/06) UPDATE: July 2009