TIHK, Terms and Conditions of Sale
The customer (Buyer) and Quampton LLC dba TIHK (Seller) agree that the purchase of Sellers products (the Products) is made under these terms and conditions, and that Seller shall not be bound by Buyers additional or different terms.
1. Terms and Conditions of Quotation
Buyers purchase resulting from Sellers quotation is expressly conditioned upon Buyers assent to Sellers standard terms and conditions included herein.
2. Title Passage; Security Interest
Title shall pass at Sellers plant via a carrier selected by Buyer at its option, or otherwise by Seller, freight collect, to Buyer and will be packed in Sellers standard commercial shipping packages. Seller retains a security interest and right of possession of Products until Buyer makes full payment.
Except as otherwise expressly state herein, prices do not include local, state, or federal, goods and services, use, excise, value added or like taxes. Buyer shall pay all aforementioned taxes unless Seller has been provided an appropriate exemption certificate for the delivery destination acceptable to the applicable taxing authorities.
4. Prices and Payment Terms; Buyer Financial Condition
All quotations shall expire thirty (30) days from issuance unless agreed to in writing or as set forth on the quotation. Buyer shall make full payment prior to or upon delivery by money order, credit card, or cashiers check unless Seller approves Buyer for credit terms. If Seller approves the Buyer for credit terms, payment in full shall be made no later than 30 days from the time of Sellers invoice. All payments not made in full shall accrue interest daily at the lesser of a monthly rate of 1.5% or the highest rate permissible by law on the unpaid balance until payment is made in full. Payment shall be made in U.S. dollars. The Seller may exercise the right to any lawful remedies if the Buyer does not make payments upon their due date. Buyer shall reimburse Seller promptly for any expenses incurred during collection including reasonable attorneys fees. If at any time the Buyers financial condition becomes unsatisfactory to the Seller, in the Sellers sole discretion, the Seller may decline or defer any delivery, or condition delivery upon satisfactory payment of unpaid balance or payment in advance.
Seller shall deliver the Products to a carrier selected by the Seller at Sellers plant. Buyer shall pay all applicable freight charges. Delivery and shipping dates are approximate and represent the Sellers best estimate of time to offer delivery or shipment. Time is not of the essence with respect to this agreement except in reference to the Buyers obligation to make all related payments. Seller reserves the right to make partial deliveries. Sellers obligations herein will be dependant upon Sellers ability to obtain necessary raw materials.
6. Limited Warranty
Seller warrants its products from defects in materials and workmanship for a period of thirty (30) days from the date Seller ships products to the Customer. Warranty shall not apply to damages due to Customer:
(1) Abuse, misuse, or neglect
(2) Modifications or repairs made other than by the Seller
(3) Improper installation
(4) Excessive mechanical, physical, electrical stress, or environmental stress
7. Acceptance; Returns
Buyer agrees to inspect parts promptly. Unless Buyer notifies Seller within thirty (30) calendar days after receipt describing the parts as nonconforming with respect to the order placed and describes the nonconformance in appropriate technical and commercial detail, Buyer shall be deemed to have accepted Products. Any products that are built to order and are not returnable; All sales are final. Returns for repair or replacement are accepted only in the instance of nonconformance as described heiren, and prior to shipment an RMA (Return Maintenance Authorization) number must be obtained by calling the Seller.
Sellers sole obligation and customers sole remedy with respect to the foregoing Limited Warranty shall be to at its sole discretion repair or replace any defective Products, provided the Seller receives written notice of such defects during the applicable warranty period. Customer can not bring an action to enforce its remedies under the foregoing limited warranty more than thirty (30) days after the accrual of such a cause of action.
(1) Sellers Products are not designed with testing and components for a level of reliability suitable for use in or in connection with surgical implants or as critical components in any life support systems whose failure to perform can reasonably be expected to cause significant injury to a human.
(2) In any application, including the above, where a Product failure would create a risk of harm to property or person (including the risk of bodily injury and death) it is the sole responsibility of the persons contemplating such use to comply with all applicable laws, regulations, codes and standards. Sellers Products have not been designed, tested, or qualified for use in certain applications (including life support systems). To avoid damage, injury, or death, the user or application designer must take reasonably prudent steps to protect against failures, including but not limited to back up or safety systems. Due to the fact that each end use system is customized and differs from Sellers testing platforms and because a user or application designer may use Products in combination with other products in a manner not evaluated or contemplated by the Seller, the user or application designer is ultimately responsible for verifying and validating the suitability of Sellers Products whenever the Sellers products are incorporated in a system or application including, without limitation, the appropriate design, process and safety level of such a system or application.
9. Limitation of Liability
The entire liability of the Seller and its distributors, suppliers, and licensors (including directors, officers, agents and employees) is above set forth. To the fullest extent permissible by law in no event shall Seller and its distributors, suppliers, and licensors (including directors, officers, officers, agents and employees) be liable for any damages, including but not limited to any direct, indirect, special, exemplary, incidental or consequential damages, lost profits, expenses, corporate interruption, lost corporate information, lost savings, or any other damages arising out of the use or inability to use the Product, including whether or not Seller or its distributors, suppliers, and licensors has been advised of the possibility of such damages. Applicable purchase price for the Products reflects the allocation of this risk to and is accepted by the Buyer. Because some states and/or jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages the above limitation may not apply. In the even that the above limitation is not enforceable due to a Sellers Product is determined by a court of competent jurisdiction in a final, non-appealable judgment to be defective and to have liability for property damage, bodily injury or death in no event shall Sellers liability exceed the fees paid for the exact product that caused said damage.
10. Limited Product Application Indemnity
Buyer agrees to indemnify and hold harmless Seller for all claims, whether arising in tort or contract (including negligence), against Buyer and/or Seller, including Attorneys fees, expenses and costs, arising out of the application of Sellers products to Buyers designs and/or products, or Sellers assistance in the application of Sellers products.
11. Force Majeure
The failure of the Seller to perform any of its obligations if occasioned by an Act of God or the public enemy, fire, explosion, drought, war, sabotage, vandalism, riots, embargo, government priority, requisition or allocation or other action of any government authority, or as circumstance of like or different character beyond the reasonable control of such party, or by interruption or delay of transportation, inadequacy, shortage or failure of supply of materials or equipment, breakdowns, shutdowns for repairs, labor trouble, plant accidents, or by compliance with any order or request of the United States government or any officer, agency, department, instrument or committee thereof, or by compliance with the request of any manufacturer for material purposes of producing articles for national defense, shall excuse Seller from its obligations under this agreement.
12. Cancellation / Change / Refund Policy
Buyer shall be responsible for all related work in progress; however, Seller shall take responsible steps to mitigate damages immediately upon receipt of a written cancellation notice from Buyer. Refunds will be made only for work not yet in progress.
13. Export Control
Buyer acknowledges that the Products provided under this agreement are subject to U.S. export laws and regulations. Buyer agrees not to export, transfer, or transmit the Products except in compliance with all such law and regulations. The purchase of Products is subject to any applicable governmental approvals and, at the Sellers request Buyer agrees to sign written assurances and other export-related documents as could be required for Seller to comply with export laws and regulations.
14. Resale of Products
Products acquired by Buyer under these Terms are solely for Buyer's own internal use and not for resale or sub-licensing, unless authorized in writing by the Seller.
15. Entire Agreement / Modification
The Term contained herein represent the entire agreement between Seller and Buyer regarding Buyer's purchase of Products, and supersedes and replaces any previous communications, agreements or representations,, or Buyers additional or inconsistent terms, whether oral or written. If any provision of these Terms is held invalid or unenforceable, the remainder of the Terms will remain enforceable and unaffected thereby.
16. Acknowledgement / Applicable Law
Buyer acknowledges reading these Terms and Conditions, understands them and agrees to be bound by them. A waiver of any provision of this agreement shall not be construed as a waiver or modification of any other term hereof. With respect to all orders accepted by Seller in the United States, disputes arising in connection with these Terms and Conditions of Sale shall be governed by the laws of the State of Washington without regard to principles of conflicts of laws. With respect to all orders accepted by Seller outside the United States, disputes arising in connection with these Terms and Conditions of Sale shall be governed by the laws of the country and locality in which Seller accepts the order without regard to principles of conflicts of laws.
17. Non Waiver or Default
A waiver of any provision of this agreement shall not be construed as a modification or waiver of any other provision hereof. Disputes arising in connection with these Terms and Conditions of Sale shall be governed by the laws of the State of Washington without regard to principles of conflicts of laws.
18. No Other Warranties
Except for the express warranty set forth above, Seller makes no other warranties, conditions, or representations, express or implied, statutory or otherwise regarding the products, fitness for any particular purpose, their merchantability, their quality, their non-infringment or otherwise.