Tru-Tronics International Terms and Conditions

THE SALE OF PRODUCTS AND SERVICES ("PRODUCTS") BY TRU-TRONICS
INTERNATIONAL ARE SUBJECT TO THESE TERMS AND CONDITIONS
("AGREEMENT") REGARDLESS OF OTHER OR ADDITIONAL TERMS OR
CONDITIONS THAT CONFLICT OR CONTRADICT THIS AGREEMENT IN ANY
PURCHASE ORDER, DOCUMENT, OR OTHER COMMUNICATION ("ORDER").
PREPRINTED TERMS AND CONDITIONS ON ANY CUSTOMER ("CUSTOMER")
DOCUMENT (FOR EXAMPLE: PURCHASE ORDERS OR CONFIRMATIONS.)
AND/OR BY TRU-TRONICS INTERNATIONAL’S FAILURE TO OBJECT TO
CONFLICTING OR ADDITIONAL TERMS WILL NOT CHANGE OR ADD TO THE
TERMS OF THIS AGREEMENT.
1. ORDERS. All Orders are subject to acceptance by Tru-Tronics International. Tru-Tronics
International reserves the right to allocate the sale of Products among its customers. Orders for
special, custom, value-added and Products specifically identified by Tru-Tronics International as
non-standard are non-cancelable and non-returnable ("NCNR"). The Customer may not cancel or
reschedule Orders for standard Products without Tru-Tronics International's consent, which shall
not be unreasonably withheld.
2. PRICES. Tru-Tronics International's quoted prices apply for 30 days or as otherwise stated in
its quote. Tru-Tronics International may increase prices if Tru-Tronics International's costs
increase or other circumstances beyond Tru-Tronics International's reasonable control. Prices are
for Products only and do not include taxes, impositions and any other charges, fees, shipping
charges and duties imposed by any government authority. Customer is responsible for any
additional fees and taxes.
3. TERMS OF PAYMENT. Payment of the total invoice amount, without offset or deduction,
is due 30 days from the invoice date. On any past due invoice, Tru-Tronics International may
charge interest from the payment due date to the date of payment (at 1 ½ % per month), plus
reasonable attorney fees and collection costs. Tru-Tronics International may change the terms of
Customer's credit at any time. Tru-Tronics International may apply payments to any of
Customer's accounts.
4. DELIVERY AND TITLE. Customer is responsible for all shipping costs and any applicable
surcharges. Title and risk of loss pass to Customer upon delivery of the Products to the carrier.
Tru-Tronics International's delivery dates are estimates only and Tru-Tronics International is not
liable for delays in delivery. Tru-Tronics International reserves the right to make partial
shipments and Customer will accept delivery and pay for the Products delivered. A delayed
delivery of any part of an Order does not entitle Customer to cancel other deliveries.
5. ACCEPTANCE OF PRODUCTS AND PRODUCT RETURNS. Customer must notify
Tru-Tronics International in writing of any damage, shortage, or other discrepancy to Products
within 2 days after delivery. After the 2nd day Customer is deemed to have accepted the
Products and may not revoke acceptance. Customer cannot return Products without a return
material authorization ("RMA") number. Returned Products must be in original manufacturer's
shipping cartons or equivalent. Customer must return all Products, freight prepaid, as specified in
Tru-Tronics International Terms and Conditions
the RMA and pay any restocking charges. At Tru-Tronics International's discretion, Tru-Tronics
International will return all Products not eligible for return to Customer freight collect, or hold
Product for Customer's account at Customer's expense.
6. BY TRU-TRONICS INTERNATIONAL'S LIMITED WARRANTY. Tru-Tronics
International will transfer to Customer any Product warranties and indemnities authorized by the
manufacturer, including any transferable warranties and indemnities for intellectual property
infringement. Tru-Tronics International warrants the Products will conform to the manufacturer's
specifications. Value-added work performed by Tru-Tronics International on Products will
conform to Customer's specifications. Tru-Tronics International MAKES NO OTHER
WARRANTY, EXPRESS OR IMPLIED. Tru-Tronics International MAKES NO WARRANTY
OF MERCHANTABILITY, FITNESS FOR PURPOSE OR NON-INFRINGEMENT. If
Products do not meet manufacturer's specifications or if value-added work by Tru-Tronics
International does not meet Customer's specifications, Tru-Tronics International has the option
to (1) repair the Products, (2) replace the Products at no cost to Customer; or (3) refund
Customer's purchase price. Customer must return Products to Tru-Tronics International, along
with acceptable proof of purchase, within 30 days from date of delivery, freight charges prepaid.
7. LIMITATION OF LIABILITY. BY TRU-TRONICS INTERNATIONAL IS NOT
LIABLE FOR AND CUSTOMER IS NOT ENTITLED TO ANY INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES; FOR EXAMPLE, LOSS OF
PROFITS OR REVENUE, LOSS OF DATA, LOSS OF USE, REWORK,
MANUFACTURING EXPENSE, INJURY TO REPUTATION, OR LOSS OF
CUSTOMERS. CUSTOMER'S RECOVERY FROM BY TRU-TRONICS
INTERNATIONAL FOR ANY DIRECT DAMAGES WILL NOT EXCEED THE PRICE
OF THE PRODUCT AT ISSUE. CUSTOMER WILL INDEMNIFY, DEFEND AND
HOLD BY TRU-TRONICS INTERNATIONAL HARMLESS FROM ANY CLAIMS
BASED ON; (i) BY TRU-TRONICS INTERNATIONAL’S COMPLIANCE WITH
CUSTOMER'S DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS, (ii)
MODIFICATION OF ANY PRODUCTS BY ANYONE OTHER THAN BY TRUTRONICS
INTERNATIONAL, OR (iii) USE IN COMBINATION WITH OTHER
PRODUCTS.
8. FORCES BEYOND BY TRU-TRONICS INTERNATIONAL'S CONTROL. Tru-Tronics
International is not liable for failure to fulfill its obligations for any accepted Order or for delays
in delivery due to causes beyond its reasonable control, (for example: acts of God, acts or
omissions of the Customer, man-made or natural disasters, epidemic or medical crises, materials
shortages, strikes, acts of terrorism, delays in transportation, or inability to obtain labor or
materials through its regular sources).
9. USE OF PRODUCTS. Products are not authorized for use in critical safety or other
applications where a failure may reasonably be expected to result in personal injury, loss of life,
or catastrophic property damage. If Customer uses or sells the Products for use in any such
applications, Customer acknowledges that such use or sale is at Customer's sole risk. Customer
will indemnify, defend and hold Tru-Tronics International and the Product manufacturer
harmless from and against any and all liabilities and costs arising out of or in connection with
Tru-Tronics International Terms and Conditions
such use or sale.
10. EXPORT/IMPORT. Certain Products sold by Tru-Tronics International and other related
technology and documentation are subject to export control laws, regulations and orders of the
United States and the export or import control laws and regulations of other countries. Customer
will not directly or indirectly export or divert any Products and other related technology and
documentation to any third party or country where such export or transmission is restricted or
prohibited. Customer agrees it is responsible to obtain any license to export, re-export, or import
as may be required.
11. PRODUCT INFORMATION. Product information, including information related to a
Product's specifications, export/import control classifications, uses or conformance with legal or
other requirements, is obtained by Tru-Tronics International from its suppliers or other sources.
Such information is provided by Tru-Tronics International on an "AS IS" basis. Tru-Tronics
International makes no representation as to the accuracy or completeness of the Product
information, and disclaims all representations, warranties and liabilities under any theory with
respect to the Product information, including any implied warranties of merchantability, fitness
for a particular purpose, title and non-infringement. Tru-Tronics International recommends
Customer validate any Product Information before using or acting on such information. All
Product information is subject to change without notice. Tru-Tronics International is not
responsible for typographical or other errors or omissions in Product information.
12. GENERAL.
a. The laws of the State of Nevada will exclusively govern any dispute between Tru-Tronics
International and Customer without reference to Nevada's conflict of laws principles. The United
Nations Convention for the International Sale of Goods shall not apply.
b. Customer may not assign this Agreement without the prior written consent of Tru-Tronics
International. Tru-Tronics International or its affiliates may perform the obligations under this
Agreement. This Agreement is binding on successors and assigns.
c. This Agreement can only be modified in writing signed by authorized representatives of both
Tru-Tronics International and Customer.
d. Tru-Tronics International and Customer are independent contractors and agree that this
Agreement does not establish a joint venture or partnership.
e. Statements or advice (technical or otherwise) if given without charge, are an accommodation
to Customer and Tru-Tronics International has no responsibility or liability for the content or use
of such statements or advice.
f. Tru-Tronics International's failure to object to any document, communication, or act of
Customer will not be deemed a waiver of any of these terms and conditions.
g. The unenforceability of any of these terms or conditions will not affect the remainder of the
terms or conditions.
h. Products, including software or other intellectual property, are subject to any applicable rights
of third parties, such as patents, copyrights and/or user licenses.
i. Customer and Tru-Tronics International will comply with applicable laws and regulations.