MEDER electronic Inc.
STANDARD TERMS AND CONDITIONS
1. Insofar as an order constitutes an offer by the customer, MEDER is nentitled to accept the order within two weeks. This order which is signed by the customer, constitutes a bound offer. If we do not confirm the order within the term of two weeks, neither written nor oral, the offer of the customer to conclude an agreement shall be rejected. The delivery of the invoice or the delivery of the products in part or in full, indicates the order has been accepted by MEDER.
2. This purchase order expressly limits acceptance to the terms set forth herein. No terms stated by Buyer in accepting or acknowledging this order shall be binding upon Seller if they are inconsistent with or in addition to the terms stated herein, unless such terms are accepted in writing by Seller. If, however, a written contract is already in existence between Buyer and Seller covering the purchase of the same articles, work or services covered hereby, the terms and conditions of said contract shall prevail to the extent that the same may be inconsistent with the terms and conditions hereof.
Our offer, especially the details in our price lists, our brochures, our website and the documents and details to our offer are not binding except as affirmed in the acceptance of the order. Variations of details which describe the goods, apply as approved and do not impact the contract. This applies especially if these variations exist due to technical progress or product improvement. These terms and conditions of sale apply exclusively. Differing or contrary customer terms shall not apply except as expressly agreed upon in writing. These terms and conditions of sale shall also govern all future transactions between the parties and shall also apply if we perform delivery despite our knowledge of differing or contrary terms.
3. There are no other agreements in place between the parties. Any changes or amendments to the agreement are required to be in written form and require the explicit approval of MEDER.
4. Cancellation. If delivery is not made pursuant to the terms hereof and/or in accordance with Buyer’s specifications, Buyer has the right to cancel this order or any portion thereof outside 30 days of confirmed delivery date. Excepted from this policy are special products confirmed as “NC/NR”, which are by definition Non-Cancellable, Non-Returnable.
5. Warranties. Seller represents and warrants that:
(a) All articles supplied hereunder are free from defects in material and workmanship and are of merchantable quality, conform to the Buyer’s specifications, and are suitable for Buyer’s intended uses and purposes to the extent that such uses and purposes are known or reasonably should be known to Seller.
(b) The use or sale of the articles delivered hereunder will not infringe any United States patent, but Seller does not warrant against infringement by reason of the use thereof in combination with other materials or in the operation of any process.
EXCEPT AS EXPRESSLY STATED HEREIN THE GOODS TO BE PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND SELLER DOES NOT MAKE AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISNG FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES. SELLER IN ANY EVENT SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR LOST REVENUE OR PROFITS, CONSEQUENTIAL DAMAGES, OR INCIDENTAL, INDIRECT OR PUNATIVE DAMAGES.
6. If the goods are deemed defective, the customer shall have the right to request repair as first recourse, whereas other legal remedies are excluded. If MEDER declines to repair, or attempts to repair have failed twice and it is not reasonable to subject the customer to further attempts to repair, then the customer shall have the right to either terminate the agreement or negotiate a reduction of the purchase price.
7. These are the customer’s exclusive remedies for breach of agreement due to delivery of defective goods. In particular, the customer does not have any right to claim damages due to a defect of the goods, or because of consequential damages caused by a defect or resulting harm to individuals, property or assets of the customer.
8. We are not liable for damages resulting from subsequent delivery if such failure is caused by circumstances beyond our control and which cannot be overcome by using commercially reasonable efforts, in particular because of natural disaster or other cases of force majeure, governmental interference or employment conflicts. The date for delivery may be prolonged with the duration of these events. The customer`s and our right to terminate the contract is an option if the abovementioned event takes longer than 2 months.
9. Shipment and Risk of Loss. Shipments are FOB Seller’s factory. Risk of Loss shall pass to Buyer upon shipment.
10. Inspections. All articles supplied hereunder are to be shipped subject to Buyer’s examination and right of rejection for a maximum of 5 days after delivery, notwithstanding prior payment if not as warranted herein, or if not in conformity with Buyer’s specifications or if no specifications are given by Buyer with industry standard specifications. All expenses incurred by Buyer as a result of rejections hereunder shall be for Buyer’s account, and Buyer may return rejected articles at Buyer’s expense.
11. Taxes. The prices stated on the face hereof include all taxes not specifically imposed by law on Buyer. In the event taxes are not stated, Buyer shall be responsible for all taxes due.
12. Payment of the invoice is due in thirty (30) days. Past due balances shall incur interest charges from the due date in the amount of 18% p.a. We reserve all rights to claim further damages for delay. In the event of collection, the Seller shall be entitled to recover all damages and costs of collection, including but not limited to reasonable costs and attorneys fees.
13. Contingencies. Failure of Seller to make or of Buyer to take one or more deliveries of articles or performance of work or services hereunder if occasioned by acts of God, fire, explosion, flood, epidemic, strike, labor dispute, war, acts of governmental authority, civil disturbances, breakage or accident to machines, or any other circumstances, whether similar or dissimilar to those enumerated beyond the control of the parties, or if Buyer’s failure is occasioned by a partial or complete suspension of operation of any of Seller’s plants, shall not subject the party so failing to any liability to the other party, but at Seller’s option the total quantity of articles, work or services covered by this order may be reduced by the extent of deliveries or performance omitted as the result of such contingencies, or the specified delivery or performance period may be extended by the period during which such deliveries or performances are omitted and such delivery or performance made during such extension.
14. Applicable Law. The transaction(s) hereunder, including the validity hereof, the rights and obligations of the parties hereunder, and the validity and enforceability of this provision, shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its choice of law provisions.
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