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Terms and Conditions of Supply
Solution in Silicon Ltd. (Solution) offers products for sale under the following terms and conditions.
1. Order Acceptance. Notwithstanding any Terms and Condition on Buyer’s order, Solution’s acceptance of any order is expressly made conditional on Buyer’s agreement to Solution’s Terms and Conditions of Supply. Commencement of performance and/or delivery shall be for Buyer's convenience only and shall not be deemed or construed to be acceptance of any or all of Buyer's terms and conditions.
2. Prices. Solution's published and quoted prices are subject to the following:
- All published prices are subject to change without notice.
- Shipments will be billed at prices in effect on the date of acceptance of Buyer's order.
- Stenographic and/or clerical errors are subject to correction.
- Published or quoted prices do not include taxes or transportation.
- Published and quoted prices are for standard products only and do not include proprietary rights of any kind, patent rights, etc.
3. Payment. All payments are to be payable to Solution, due and sent to the address shown on the invoice and shall not be given to any unauthorised person for transmittal to Solution.
4. Terms of Payment. Payment for products shipped on an open account basis on which credit has been approved, shall be due thirty (30) days from date of invoice, otherwise payment in advance will be required on accounts without credit approval. Seller and Buyer acknowledge that late payment by Buyer will cause Seller to incur costs not contemplated, the exact amount of such costs being extremely difficult and impractical to fix. Such costs include, without limitation, processing and accounting charges and additional interest and late charges payable by Seller. Therefore, if payment is not made when due, Buyer shall pay to Seller as liquidated damages, 1½% per month of overdue payment. Seller and Buyer agree that said sum is a fair and reasonable estimate of the costs that Seller will incur by reason of late payment by Buyer. Solution also reserves the right in its sole discretion to reschedule the delivery date, to change pricing and to cancel order in case of late payment by Buyer.
5. Title and Risk of Loss. All sales are made Ex-Works, transportation charges at Buyer's expense with title passing to Buyer at point of shipment. Risk of loss or damage shall pass to Buyer upon Solution’s delivery of products to Transportation Company. Solution reserves the right to ship products freight charges collect and to select the means of transportation and routing.
6. Delivery. Solution reserves the right to make deliveries in installments. Partial shipments will be billed as made and payments therefore are subject to the terms of payment noted above. The delivery of part of any order will not obligate Solution to make further deliveries. All delivery dates are approximate and are dependent in part upon prompt receipt of all necessary information to service an order. Solution reserves the right in its sole discretion to allocate inventory and current production when in its opinion such allocation is necessary.
7. Contingencies. Solution shall not be responsible for any liability due to any delay in the performance of any order accepted by it due to unforeseen circumstances or to causes beyond its control, including, without limitation, acts of God, strikes, war, riots, fire, accident, freight embargoes, lock-out of suppliers necessary to the execution of the order, failure or breakdown of components necessary to completion of the order, subcontractor caused delays, or the compliance with any law, regulation or order, whether valid or invalid, of any cognizant government body or any instrumentality thereof, whether now existing or hereafter created. Performance of an order shall be deemed suspended so long as any such circumstances or causes delay its execution. Whenever such circumstances or causes have been remedied, Buyer shall accept performance under said order. As used herein "performance" shall include, without limitation, fabrication, shipment, delivery, assembly, installation, testing and warranty repair or replacement. Solution may modify specifications provided the modifications do not adversely affect the form, fit or function of the products.
8. Acceptance of Product. Each product shall be deemed to have been accepted by Buyer if it meets specifications as set forth in the manufacturer’s data sheet in effect at time of shipment. Notwithstanding the foregoing, use of said product by Buyer, its agents, employees, or licensees for any purpose shall constitute acceptance of product by the Customer.
9. Limited Warranty. Solution warrants each part to be free from defects in material and workmanship for a period of one (1) year from date of shipment. This warranty is expressly in lieu of all other obligations or liabilities on the part of Solution.
THE FOREGOING WARRANTY IS SPECIFICALLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED. NO IMPLIED WARRANTIES OF MERCHANTABILITY OF FITNESS FOR ANY PARTICULAR PURPOSE SHALL APPLY. SOLUTION NEITHER ASSUMES NOR AUTHORISES ANY OTHER PERSON TO ASSUME ANY OTHER LIABILITIES IN CONNECTION WITH THE SALE OR USE OF ANY PRODUCT. THE FOREGOING WARRANTIES AND REMEDIES ARE FOR BUYER'S EXCLUSIVE BENEFIT AND ARE NOT TRANSFERABLE.
10. Limitation of liability. Buyer shall notify Solution of any warranty claim and obtain Solution's authorization prior to the return shipment of products for warranty adjustment. Products returned shall be sent with shipping charges prepaid. When any product is returned for examination and inspection, Buyer must assume responsibility for damage resulting from improper packaging and damage or loss in transit. Buyer shall provide explicit information as to the nature of the claimed defects, operating conditions to which the product had been exposed and any other pertinent information that will enable Solution to determine the cause of claimed warranty defects. In all cases, Solution has sole responsibility for determining the validity of any warranty claim and sole discretion in determining the nature and extent of adjustment, if any, to which the Buyer will be entitled. In the event that product has been returned without cause and is still serviceable, or that the product was misused, stolen, vandalised, mishandled due to fire, water or other peril, or otherwise damaged subsequent to shipment by Solution. Buyer will be notified and the product returned at Buyer's expense, in addition, a charge for testing and examination may be made on certain products so returned.
11. Change Orders.
- Cancellation. No order accepted by Solution may be cancelled by customer except by mutual agreement in writing. Solution reserves the right to adjust the billing price applicable to quantities actually delivered. Buyer may submit written notice to cancel any standard product order scheduled for shipment beyond seventy-five (75) days after Solution receives Buyers written cancellation notice. Buyer is liable for any quantity price adjustments resulting from such cancellation.
- Reschedules. No order scheduled for delivery within seventy-five (75) days will be rescheduled. Upon written notice to Solution. Buyer may reschedule any order scheduled for shipment beyond seventy-five (75) days from the date of receipt by Solution of Buyer's request for rescheduling.
- Defaults. If Buyer defaults, Solution may decline to make further shipments and/or may terminate Buyer's order without affecting Solution's rights and remedies including, but not limited to, any right to cancellation charges and quantity price adjustments. If Solution continues to make shipments after Buyer's default, Solution's actions do not constitute a waiver nor affect their legal remedies.
12. Damages and Liability. Under no circumstances will Solution be liable for incidental, consequential or resulting loss or damage of any kind, howsoever caused. In no event will Solution be liable for any sum greater than the purchase price received by Solution for the product(s) that are the subject of any claims or dispute. The liability to third parties for bodily injury, including death, resulting from Seller's performance shall be determined in accordance with applicable law and the total liability limitation stated above shall not be construed as a limitation on Seller for damages for any such bodily injury, including death, nor shall such liability limitation be consuetude as a limitation on Seller for damages caused by Seller's fraud or willful injury to the person or property of another.
13. Import and Export Controls. Any and all obligations of Solution to provide products, as well as technical assistance, shall be subject in all respects to such laws and regulations as shall from time to time be applicable to the licensing and delivery of technology and products, including, if applicable, the Export Administration Regulations issued by the Department of Commerce, Bureau of Export Administration. Without in any way limiting the provisions of this Agreement, Buyer agrees that it will not export, re-export or transship, directly or indirectly, any of the products or technical data sold or disclosed to Buyer in violation of any applicable export laws and regulations.
14. Modifications. No modifications of, additions to, or deletions from these terms shall be binding upon either party unless accepted in writing by an authorised representative of each. A waiver by Solution of any default by Buyer shall not be deemed to be a continuing waiver or a waiver of any other default but shall apply solely to the instance to which the waiver is directed.
15. Controlling Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the England. The Buyer irrevocably agrees for the benefit of Solution that the courts of England are to have jurisdiction to settle any dispute which may arise in connection with this Agreement and the Buyer waives any objections on the grounds of venue or forum nonconveniens or any similar grounds and consents to service of process by mail or in any other manner permitted by law.
16. Entire Agreement. This Agreement is intended as complete and exclusive statement of the agreement between Solution and Buyer and supersedes all prior agreements and negotiations relating to the subject matter hereof. Solution and buyer each represent that the individual signing this Agreement on its behalf has the power and authority to enter into this Agreement and that this Agreement constitutes a valid and binding obligation of each party.
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