- Formation of Contract. The terms and conditions set forth below shall comprise the sole terms and condition for the sale of goods by System Components, Inc.(“Seller”), unless otherwise specifically agreed in writing by seller, terms stated by Buyer in any other communication, order, purchase order or acknowledgement, whether prior or subsequent hereto, shall not be binding on seller if different from or in addition to any of the provisions contained herein. Buyer’s acceptance of these terms and conditions shall be conclusively presumed by buyer’s submission of an order or issuance of a purchase order or by its acceptance of seller’s goods or services (whichever occurs first).
- Prices; taxes. Published list prices are subject to change without notice. Orders are subject to prior credit approval, and to acceptance by Seller. In case of an essential change in any factors comprising the cost of the products (e.g. materials or labor) or any change by Buyer of its order, shipping instructions or of the goods being purchased, the final price to be paid by Buyer may be increased to reflect these changes. TAXES: Prices do not include any federal, state or local sales, use, excise, privilege, or similar taxes with respect to any of the products provided by Seller. Any tax that seller should be required to collect or pay in connection with the sale of the products to Buyer shall be paid by Buyer to Seller.
- F.O.B. POINT: Prices are quoted F.O.B. South Haven, MI, and delivery to a transportation company, property consigned, shall constitute delivery to buyer.
- TERMS: Terms of payment are net cash thirty (30) days after shipment.
- SHIPMENT: Seller’s shipping dates are approximate and are based on receipt of an order with complete information and Buyer’s authorization to proceed with manufacture. Although Seller attempts to meet all proposed shipping dates, Seller shall not be liable for damages or penalties of any kind resulting from its failure to ship on the proposed shipping date. If Buyer is given notice that the products are ready for shipment, but Buyer does not want to take delivery at that time, then the thirty (30) day time period for Buyer’s payment shall begin on the date that Seller gives the notice to Buyer. Buyer shall be charged for Seller’s storage of the products until delivery occurs.
- ACCEPTANCE OF GOODS. Buyer’s acceptance of goods sold by Seller shall occur upon delivery unless Seller is notified by Buyer in writing, within ten (10) days from Buyer’s receipt of the goods, that the goods do not conform to Seller’s product specifications or warranty.
- RISK OF LOSS/DAMAGE: Title and risk of loss pass to Buyer upon Seller’s delivery of the products to a carrier. The date of such delivery of the products to the carrier is referred to as the “Date of Shipment”. Buyer is responsible for providing carriers with timely notice of any loss or damage occurring in transit, and for pursuing all claims against carriers for any such loss or damage.
- FORCE MAJURE. Any delay or failure by Seller to perform its obligations in connection with the sale, manufacture and/or delivery of the goods ordered by Buyer shall be excused without liability if such delay or failure is caused by the elements, acts of God, delays in transportation, inability to obtain materials or power, damage to Seller’s production machinery or computers, inability of Seller’s subcontractors to perform, strikes, acts of terrorism, war, riots, fire, flood, earthquake or governmental action, or any other cause beyond Seller’s reasonable control. If such a delay occurs, the original delivery schedule shall be extended by such amount of time as is reasonably needed by Seller to resolve the reason for the delay or failure to perform.
- CANCELLATION: If an order is canceled or reduced in size by Buyer, then Buyer shall be responsible for payment of the costs incurred by Seller with respect to the canceled goods up to the date of Seller’s receipt of a written notice of cancellation, including costs for all goods produced prior to Seller’s receipt of the notice of cancellation, plus all work in process, including labor and materials used in connection with producing the order and for terminating the order, materials purchased by Seller in furtherance of producing the goods for Buyer, shipping, disassembly and reassembly, testing, and all other costs plus reasonable profits with respects to filling Buyer’s order.
- RETURN GOODS: Before Buyer can return any goods to Seller, Buyer must receive written approval to return the goods from Seller located in South Haven, MI. All return goods must have transportation charges prepaid by Buyer. Any item returned by Buyer is subject to a restocking charge of 15% unless such product is being returned because of a warranty claim arising from defects in the material and/or workmanship of the product. Additional charges for reworking or replacement of parts may be necessary.
- LIMITED WARRANTY: Seller warrants that goods sold to Buyer will be free from all defects in material and workmanship under normal use and service for a period of one (1) year from their Date of Shipment. Should any part of a good sold by Seller be found within one year of the product’s Date of Shipment to have defects in materials or workmanship, Buyer shall give written notice of such defect to Seller within ten (10) days after the discovery of such defect and Buyer shall, at its expense, return to Seller the original part or assembly that is allegedly defective. If Seller determines to its satisfaction that the part or assembly is defective, then Seller’s entire liability under this warranty shall be limited, at its choice, to repairing the defective part or assembly and returning it to Buyer or furnishing a replacement part or assembly to Buyer to replace the defective part or assembly. Seller shall repair or replace the defective part or assembly at no cost to Buyer; however, Buyer shall pay all costs to ship any defective part or assembly to Seller and Buyer shall also pay the costs of shipping and insurance for Seller to ship any repaired or replacement part or assembly to Buyer.
- This warranty is subject to the following limitations:
- Buyer’s exclusive remedy under this warranty is limited to repair or replacement of defective goods provided by Seller.
- SELLER SHALL HAVE NO LIABILITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL (INCLUDING LOST PROFITS OR LOSS OF MARKET SHARE), INCIDENTAL, PUNITIVE AND EXEMPLARY DAMAGES, WHETHER OR NOT FORESEEABLE, AND WHETHER ARISING IN CONTRACT OR TORT, WHICH RESULT FROM A BREACH OF THIS WARRANTY OR THE USE, INSTALLATION OR APPLICATION BY BUYER OR ANY OTHER PERSON OF THE GOODS SOLD BY SELLER, OR THE DELIVERY OR NONDELIVERY OF ANY GOODS.
- IN NO EVENT SHALL SELLER’S LIABILITY HERUNDER EXCEED THE PURCHASE PRICE OF THE WARRANTED GOODS SUBJECT TO BUYER’S WARRANTY CLAIM.
- SELLER SHALL HAVE NO LIABILITY FOR ANY PERSONAL INJURY RELATING TO OR ARISING FROM THE PURCHASE, INSTALLATION OR USE OF THE GOODS SOLD BY SELLER
- This warranty shall not apply, and shall be void, if any of Seller’s goods or the parts thereof have been: (i) repaired or altered in any way by someone other than Seller’s authorized personnel; or (ii) subject to misuse, negligence or accident.
- This warranty shall not apply to: (i) any attachment furnished, or apparatus supplied which has not been manufactured by Seller or sold by Seller to Buyer; and (ii) any goods not used for the purpose for which they are designed, or which have been used in other than in normal use.
- This express warranty is the only warranty on the goods sold by Seller and is in lieu of any other warranty. SELLER EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO EXPRESS OR IMPLIED AND WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- CREDIT. Seller reserves the right to demand adequate security from Buyer before making shipments whenever Seller believes that Buyer’s credit is impaired.
- EMPLOYMENT LAWS. Seller certifies that goods sold to Buyer are produced in compliance with the Fair Labor Standards Act, as amended, the Fair Employment Practices Law, as amended, and regulations and orders issued pursuant thereto.
- GOVERNMENT CONTRACTS. If the goods sold by Seller to Buyer are to be used in the performance of a Government contract or subcontract and a Government contact number appears on Buyer’s purchase order, those clauses of the applicable Government procurement regulations which are mandatorily required by Federal statute to be included in Government contracts and subcontracts shall be incorporated herein by reference.
- LEGAL COSTS AND EXPENSES. In the event that Seller shall incur any legal fees or costs or expenses in order to enforce or attempt to enforce these terms and conditions caused by a breach or default by Buyer, Buyer shall pay all such attorney fees and costs incurred by Seller.
- PATENTS. Buyer agrees to hold Seller harmless and indemnify Seller against any expense or loss suffered by Seller or threatened against Seller, which may arise from any actual or alleged infringement of any patent or trademark granted to or applied for by Seller.
- ASSIGNMENT. Seller may assign, subcontract, transfer or otherwise dispose of, in whole or in part, any of its interests, rights or obligations under these Terms and Conditions or under any quotation or proposal or contract made by Seller to Buyer for the sale of goods. Buyer shall not assign or subcontract any part or all of its interests, rights or obligation hereunder or under any purchase order, proposal or contract that arises between Seller and Buyer for the sale of goods, unless Seller gives its prior written consent to such assignment, and any attempted assignment or subcontracting by Buyer without Seller’s prior written consent shall be null and void.
18. GOVERNING LAW. These terms and conditions and any contract that arises between Seller and Buyer for the sale of goods shall be governed by and construed under the laws of the state of Michigan. In the event of any dispute between the parties relating to or arising from the sale of goods by Seller to Buyer, Seller and Buyer agree to the exclusive jurisdiction of the state and federal courts sitting in the state of Michigan. Any court action shall be filed and maintained only in the state courts of Van Buren or Kalamazoo Counties, Michigan or in the United States District Court for the Western District of Michigan, provided that such court has jurisdiction.
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