UMTC User Manual
16
MICRO INDUSTRIES CORPORATION
TERMS AND CONDITIONS OF SALE
1.
Acceptance; Inspection.
Product(s) are deemed accepted by Buyer unless Buyer notifies Seller promptly in writing that
Product(s) are damaged or defective. With respect to any claim made by Buyer, Buyer will allow Seller a reasonable time to
inspect the Product(s).
2.
Taxes.
Prices do not include any sales, excise or other local, state or federal taxes or assessments or similar taxes. Where
applicable, the amount of any such tax or taxes which Seller may be required to pay or collect may be added to the invoice as a
separate charge to be paid by Buyer unless Buyer has furnished Seller with a valid tax exemption certificate.
3.
Prices.
All prices stated herein are based on present costs to Seller. Such prices are subject to increase if all or any part of the
Product(s) are scheduled for delivery more than three months from the order date, to the extent necessary to cover Seller's
increased costs. All prices are in US dollars, F.O.B. point of shipment, unless otherwise stated on the front of the invoice. In
case of prepaid shipments on a delivered basis, the actual material and freight charges at time of shipment will apply.
4.
Payment.
Unless otherwise agreed to in writing, Buyer will pay for the Product(s) on the basis of net cash thirty (30) days
from the date of invoice. Any unpaid amount will bear interest at the rate of 1-1/2% per month from and after the date payment
is due.
5.
Shipment.
Each shipment will be a separate transaction, and payment will be made accordingly. Partial shipments may be
made and invoiced separately. All added expenses caused by partial shipments will be borne by Buyer. If Buyer is in default
of any of its obligations to Seller (whether or not such obligation is in connection with the purchase of the Product(s)), or if it
otherwise appears to Seller that Buyer may not make payments when due, Seller may, in addition to its other rights and
remedies, defer shipments or deliveries hereunder, except upon receipt of the purchase price or satisfactory security.
6.
Return Of Product(s).
Product(s) may be returned only under the conditions set forth herein. Prior to returning any
Product(s), Buyer shall obtain a
Return Materials Authorization
by submitting to Seller a request for authorization and a
detailed statement of its claim. Product(s) returned without authorization will be refused. All cost of returning Product(s) must
be prepaid by Buyer. All Product(s) returned to Seller for reason other than damaged or defective Product(s) will not be
accepted. Seller shall refuse Product(s) shipped collect and reserves the right to charge back and set-off all transportation costs.
Returned Product(s) found by Seller not to involve a breach of the express warranties may be subject to reasonable handling
charges. All transportation costs for the reshipment of returned Product(s) to Buyer and for the shipment of replacement
Product(s), if any, shall be the responsibility of Buyer. Risk of loss for all Product(s) returned to Seller shall at all times be
upon Buyer, and if any replacement Product(s) are shipped to Buyer, risk of loss shall be upon Buyer during shipment. All
shipments to Buyer shall be insured, if at all, solely at Buyer's expense, and, unless otherwise requested in writing by Buyer,
Seller shall, in its sole discretion, determine whether, under what terms, and for what amounts, such shipments shall be insured,
and shall make such arrangements accordingly.
7.
Cancellation.
Buyer may, at any time, choose to cancel all or any part of the undelivered Product(s). In the event that Buyer
cancels all or any portion of the Product(s), Seller shall be entitled to the following payments, in complete satisfaction of all
remaining Buyer obligations: a) Payment in full for all finished Product(s) scheduled by Buyer for delivery within thirty (30)
days of cancellation. b) Payment in full for all work-in-progress scheduled by Buyer for delivery within ninety (90) days of
cancellation, at a cost equal to the cost of materials and labor involved. c) Payment in full for the costs of materials in
inventory for Product(s) authorized by Buyer for delivery within one hundred eighty (180) days of cancellation. d) Payment in
full for any cancellation, bill-back, or restocking charges by suppliers for materials contracted for, but not accepted by Seller,
due to Buyer cancellation. Buyer will receive any credits given by suppliers resulting from return of unused materials to
suppliers. e) In no event shall Buyer's obligations for payment to or on behalf of Seller exceed the cost of completion of the
quantity of Product(s) to be provided by Seller under the agreement. All materials paid for by Buyer become the property of
Buyer to be delivered or disposed of in accordance with Buyer's prompt written directions.
8.
Deliveries.
Acquisition, production, and delivery of the Product(s) by Seller are subject to strikes, threats of strikes,
insurrection, governmental laws and regulations, fires, factory shutdowns, embargoes, war, riots, delays in transportation,
calamities, and delays beyond the reasonable control of Seller, and any delays resulting from such cause will extend the
delivery dates for the Product(s).
9.
Risk of Loss.
Title and risk of loss or damage shall pass from Seller to Buyer upon delivery by Seller to a common carrier for
shipment to Buyer, or if there is no delivery to a common carrier, upon delivery by Seller to Buyer.
10.
Limitation of Actions.
Any legal action against Seller for a default of its obligations to Buyer must be commenced within two
years from the date the Product(s) were shipped to Buyer.
11.
Regulatory Laws and/or Standards.
Seller makes no promise or representation that the Product(s) will conform to any
federal, state, or local ordinances, regulations, codes or standards, except as particularly specified and agreed upon for
compliance in writing between Seller and Buyer. The proposals submitted to Buyer by Seller do not include the cost of any
related inspections, permits or inspection fees unless expressly agreed upon.
12.
Warranty.
Seller warrants that Product(s) sold shall be free from defects in workmanship and materials, and shall conform to
specifications provided in writing by Seller, for a period of one (1) year. The forgoing warranty does not apply to any
Product(s) which have been subject to misuse (including static discharge and moisture), neglect, accident, or other modification
or that have been soldered or altered during assembly and are not capable of being tested by Seller under its normal test
