Terms & Conditions of Sales
1. Definitions: The words used herein are defined as follows.
(a) Terms: These terms and conditions
(b) Seller: HASCO Relays and Electronics International Corp. and its subsidiaries
(c) Purchaser: The Purchaser of Products, including any end user in section III through VI
(d) Products: Products and/or services of Seller
(e) Including: Including without limitation
2. Offer; Acceptance: These Terms are deemed part of all quotations, acknowledgments, invoices, purchase orders and other documents, whether electronic or in writing, relating to the sale of Products by Seller. Seller hereby objects to any Terms proposed in Purchaser's purchase order or other documents which are inconsistent with, or in addition to, these Terms.
3. Distributor: Any distributor shall inform its customer of the contents after and including section III of these Terms.
1. Prices; Payment: All prices stated are current, subject to change without notice by Seller. Purchaser agrees to pay the price in effect at the time the purchase order is accepted by Seller. Payments are due net 30 days from invoice date unless otherwise stated in the invoice. Purchaser shall have no right to set off any amounts against the amount owing in respect of this invoice.
2. Interest: Seller, at its option, may charge Purchaser 1.5% interest per month or the maximum legal rate, whichever is less, on any balance not paid within the stated terms.
3. Currency: Prices listed in the catalog and website and charges discussed herein are in U.S. Dollars.
4. Governmental Approvals: Purchaser shall be responsible for all costs involved in obtaining any government approvals regarding the importation or sale of the Products.
5. Taxes: All taxes, duties and other governmental charges (other than general real property and income taxes), including any interest or penalties thereon, imposed directly or indirectly on Seller or required to be collected directly or indirectly by Seller for the manufacture, production, sale, delivery, importation, consumption or use of the Products sold hereunder (including customs duties and sales, excise, use, turnover and license taxes) shall be charged to and remitted by Purchaser to Seller. Prices listed in the catalog and website do not include tax.
6. Financial: If the financial position of Purchaser at any time becomes unsatisfactory to Seller, Seller reserves the right to stop shipments or require satisfactory security or payment in advance. If Purchaser fails to make payment or otherwise comply with these Terms or any related agreement, Seller may (without liability and in addition to other remedies) cancel any unshipped portion of Products sold hereunder and stop any Products in transit until Purchaser pays all amounts, including amounts payable hereunder, whether or not then due, which are owing to it by Purchaser. Purchaser shall in any event remain liable for all unpaid accounts. Purchaser agrees to pay all collection costs, court costs and legal fees incurred to collect delinquent balances.
7. Cancellation; Etc: Purchaser may cancel a Purchase Order for regularly stocked products by written notice of cancellation received by Seller not less than 90 days before date of delivery.
8. Force Majeure: Seller shall not be liable for any delay or failure in delivery resulting from causes beyond its control, including earthquakes, fires, floods, strikes or other labor disputes, shortage of labor or materials, accidents to machinery, acts of sabotage, riots, delay in or lack of transportation or the requirements of any government authority.
9. Shipping; Delivery: Unless otherwise expressly agreed in writing by Seller: (a) All sales and shipments of Products shall be FCA shipping point per Incoterms 2010 (unless otherwise stated in writing by Seller), at which point title to and all risk of loss of the Products shall pass from Seller to Purchaser, provided that Seller shall retain a security interest in the Products until the full purchase price is paid by Purchaser;
(b) Delivery and shipping dates are estimates only; and
(c) Seller will package Products as it deems proper for protection against normal handling and extra charges apply to special conditions.
10. Claims: Any claim by Purchaser against Seller for shortage, damage, pricing or other charges regarding the Products must be presented in detail, in writing, to Seller within 30 days of receipt of shipment.
11. Credit Balance: Customer agrees that Seller will cancel and have no further liability for any credit balance regardless of reason (overpayment, returns, etc.) which remains open after 1 year of issuance date.
1. Suitability: IT IS THE PURCHASER'S SOLE RESPONSIBILITY TO ENSURE THAT ANY SELLER'S PRODUCT IS FIT AND SUFFICIENT FOR USE IN A MOTORIZED VEHICLE APPLICATION. PURCHASER SHALL BE SOLELY RESPONSIBLE FOR DETERMINING APPROPRIATENESS OF THE PARTICULAR PRODUCT WITH RESPECT TO THE PURCHASER'S APPLICATION INCLUDING (A) ELECTRICAL OR ELECTRONIC COMPONENTS, (B) CIRCUITS, (C) SYSTEM ASSEMBLIES, (D) END PRODUCT, (E) SYSTEM, (F) MATERIALS OR SUBSTANCES OR (G) OPERATING ENVIRONMENT. Purchaser acknowledges that it alone has determined that the Products will meet their requirements of the intended use in all cases. Purchaser must know and observe all prohibitions of use applicable to the Products.
2. Use with Attention: The followings are some examples of applications for which particular attention must be given. This is not intended to be an exhaustive list of all possible use of any Product, nor to imply that any use listed may be suitable for any Product:
(a) Outdoor use, use involving potential chemical contamination or electrical interference.
(b) Use in consumer Products or any use in significant quantities.
(c) Energy control systems, combustion systems, railroad systems, aviation systems, medical equipment, amusement machines, vehicles, safety equipment, and installations subject to separate industry or government regulations.
(d) Systems, machines, and equipment that could present a risk to life or property.
3. Prohibited Use: NEVER USE THE PRODUCT FOR AN APPLICATION INVOLVING SERIOUS RISK TO LIFE OR PROPERTY WITHOUT ENSURING THAT THE SYSTEM AS A WHOLE HAS BEEN DESIGNED TO ADDRESS THE RISKS, AND THAT THE PRODUCT IS PROPERLY RATED AND INSTALLED FOR THE INTENDED USE WITHIN THE OVERALL EQUIPMENT OR SYSTEM.
Seller's products are not recommended or authorized for safety, life support, surgical implant, nuclear, military or commercial aircraft applications, or for any use or application in which the failure of a single component could cause substantial harm to persons or property. Purchaser assumes all risk and liability for use in such applications and agrees to indemnify Seller for all damages that may be incurred due to use of Seller's Products in these prohibited applications.
4. Motorized Vehicle Application: Use of any products for a motorized vehicle application must be expressly stated in the specification by Seller.
5. Programmable Products: Seller shall not be responsible for the Purchaser's programming of a programmable Product.
IV. WARRANTY AND LIMITATION
1. Warranty: Seller's exclusive warranty is that the Products will be free from defects in materials and workmanship for a period of twelve months from the date of sale by Seller (or such other period expressed in writing by Seller). SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, ABOUT ALL OTHER WARRANTIES, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PRODUCTS.
2. Purchaser Remedy: Seller's sole obligation hereunder shall be to replace (in the form originally shipped with Purchaser responsible for labor charges for removal or replacement thereof) the non-complying Product or, at Seller's election, to repay or credit Purchaser an amount equal to the purchase price of the Product; provided that there shall be no liability for Seller or its affiliates unless Seller's analysis confirms that the Products were correctly handled, stored, installed and maintained and not subject to contamination, abuse, misuse or inappropriate modification. Return of any Products by Purchaser must be approved in writing by Seller before shipment.
3. Limitation on Liability: SELLER AND ITS AFFILIATES SHALL NOT BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR PRODUCTION OR COMMERCIAL LOSS IN ANY WAY CONNECTED WITH THE PRODUCTS, WHETHER SUCH CLAIM IS BASED IN CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY. FURTHER, IN NO EVENT SHALL LIABILITY OF SELLER OR ITS AFFILITATES EXCEED THE INDIVIDUAL PRICE OF THE PRODUCT ON WHICH LIABILITY IS ASSERTED.
4. Indemnities: Purchaser shall indemnify and hold harmless Seller, its affiliates and its employees from and against all liabilities, losses, claims, costs and expenses (including attorney's fees and expenses) related to any claim, investigation, litigation or proceeding (whether or not Seller is a party) which arises or is alleged to arise from Purchaser's acts or omissions under these Terms or in any way with respect to the Products.
1. Intellectual Property: The intellectual property embodied in the Products is the exclusive property of Seller and its affiliates and Purchaser shall not attempt to duplicate it in any way without the written permission of Seller. Purchaser (at its own expense) shall indemnify and hold harmless Seller and defend or settle any action brought against Seller to the extent that it is based on a claim that any Product made to Purchaser specifications infringed intellectual property rights of another party.
2. Property; Confidentiality: Notwithstanding any charges to Purchaser for engineering or tooling, all engineering and tooling shall remain the exclusive property of Seller. All information and materials supplied by Seller to Purchaser relating to the Products are confidential and proprietary, and Purchaser shall limit distribution thereof to its trusted employees and strictly prevent disclosure to any third party.
3. Performance Data: Performance data is provided as a guide in determining suitability and does not constitute a warranty. It may represent the result of Seller's test conditions, and the users must correlate it to actual application requirements.
4. Change in Specifications: Product specifications and descriptions may be changed at any time based on improvements or other reason, without any notice.
5. Errors and Omissions: The information on Seller's website or in other documentation has been carefully checked and is believed to be accurate; however, no responsibility is assumed for clerical, typographical or proofreading errors or omissions.
6. Export Controls: Purchaser shall comply with all applicable laws, regulations and licenses regarding (a) export of the Products or information provided by Seller; (b) sale of Products to forbidden or other proscribed persons or organizations; (c) disclosure to non-citizens of regulated technology or information.
1. Waiver: No failure or delay by Seller in exercising any right and no course of dealing between Purchaser and Seller shall operate as a waiver of rights by Seller.
2. Assignment: Purchaser may not assign its rights hereunder without Seller's written consent.
3. Law: These Terms are governed by New York law (without regard to conflict of laws). Federal and state courts in Nassau County, New York have exclusive jurisdiction for any dispute hereunder. THE PARTIES HEREBY WAIVE TRIAL BY JURY WITH RESPECT TO ANY DISPUTE RELATING TO THIS AGREEMENT OR PURCHASER'S ORDER. The parties expressly exclude the application of the 1980 United Nations Convention of Contracts for the International Sales of Goods, if otherwise applicable.
4. Amendment: These Terms constitute the entire agreement between Purchaser and Seller relating to the Products, and no provision may be changed or waived unless in writing signed by the parties.
5. Severability: If any provision hereof is rendered ineffective or invalid, such provision shall not invalidate any other provision.