270NH3.MAN.REVD.062019
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12.0 Standard Terms & Conditions of Sale and Warranty
THE FOLLOWING TERMS/CONDITIONS, TOGETHER WITH ANY OTHER TERMS/CONDITIONS SPECIFICALLY
AGREED TO IN WRITING BY SELLER, SHALL APPLY TO ALL ORDERS (“Order(s)”) FROM, AND SALES OF
PRODUCTS (“Products”) OR SERVICES (“Services”) TO BUYER. ANY ACCEPTANCE OF ANY ORDER OF BUYER IS
CONDITIONED UPON THESE TERMS/CONDITIONS. ANY ADDITIONAL OR DIFFERENT TERMS/CONDITIONS
PROPOSED BY BUYER IN ANY DOCUMENT ARE OBJECTED TO AND SHALL NOT BE BINDING UPON SELLER.
No salesperson is authorized to bind Seller to any promise or understanding not expressed herein.
I. PRICES
All prices are subject to change without notice in the event of
any changes in cost of materials or labor, specifications,
quantities, delivery schedules, customs duties, other factors
beyond Seller’s control, or in the event of delays caused by
instructions of the Buyer, or failure of the Buyer to give Seller
adequate information. Further, prices payable by the Buyer
shall be subject to immediate increase, should the Seller as a
result of governmental action or regulation including, without
limitation, those contemplated by an investigation under
Section 232 of the Trade Expansion Act of 1962 (19
U.S.C.§1862), incur additional duties, tariffs or restrictions on
products sold hereunder, or on the raw materials that are used
in making such products. In no event shall prices include any
amounts imposed on the Buyer in connection with Buyer’s
purchases from Seller, such as taxes, including but not limited
to Value Added Tax (VAT) or excise taxes, duties, tariffs, or
any other costs assessed against the Buyer by a governmental
authority.
II. DELIVERY
Delivery dates are approximate and are dependent on prompt
receipt by Seller of all necessary information. Seller may deliver
all or any part of Products/ Services as early as 30 days in
advance of agreed schedule. The point of delivery shall be
"Exworks" Seller’s premises, unless otherwise specified by
Seller. Upon delivery, title to Products and all risk of loss or
damage thereto shall pass to Buyer. Where Buyer notifies
Seller that it cannot take timely delivery of the Products, Seller
may place such Products in storage, at the risk of Buyer, and
Buyer shall reimburse Seller for all expenses incurred in
connection with such storage. Buyer shall dispose of the
packing materials for Products at its own expense, and shall
defend, indemnify and hold harmless Seller from any legal
obligations in connection with such packing waste.
III. PAYMENT
A. The term of payment shall be net 30 days from date of
Seller's invoice, unless otherwise specified. Payments shall be
made by Buyer without any deduction or set-off. Unless
otherwise agreed, payment shall be made in U.S. dollars.
Seller may charge late payment fees at the rate of 1.5% per
month, or the highest rate permitted by law, whichever is less,
accruing daily.
B. If the financial condition of Buyer is unsatisfactory to Seller,
Seller may require full or partial payment in advance, or
satisfactory security, in the form of a letter of
credit or otherwise. In the event of bankruptcy or insolvency of
Buyer, Seller may immediately cancel any Order then
outstanding.
C. Buyer grants Seller a purchase money security interest in
Products located in the United States, or Services, as well as
any proceeds, for the purpose of securing the obligations of
Buyer hereunder. Buyer authorizes Seller to execute on
Buyer’s behalf and file such financing statements as Seller
deems appropriate to perfect and notify Buyer’s creditors of
Seller’s security interest.
IV. VARIATIONS IN QUANTITY; CHANGES.
Buyer shall accept delivery of quantities greater or smaller than
the quantity specified in Order(s), provided that any such
variation shall not exceed 5% of the quantity originally
specified, or 2 units, whichever is greater. Seller shall not be
required to give notice of any such variations other than in the
applicable shipping notice and invoice. Seller reserves the
option to make changes to Products or Services which do not
affect form, fit, or function, and shall deliver Products to the
latest configuration part number at the time of delivery.
V. EXPORT CONTROLS; FCPA; ANTI-BOYCOTT
A. Buyer shall not make any disposition of the Products, by
way of transshipment, re-export, diversion or otherwise, except
as applicable U.S. export laws and regulations may expressly
permit, and other than in and to the ultimate country of
destination specified on Order(s) or declared as the country of
ultimate destination on Seller's invoices or in the End Use
Statement that Buyer supplies Seller. Seller shall not be named
as shipper or exporter of record or U.S. principal partyin-
interest (USPPI) unless specifically agreed to in writing by
Seller in which case, Buyer shall provide Seller with a copy of
the documents filed by Buyer for Export clearance purposes. At
Seller’s request, Buyer shall supply end-use and end-user
information to determine export license applicability. Failure of
Buyer to comply with this section shall constitute a material
default allowing Seller to cancel related Order(s) without
liability.
B. Buyer warrants that it shall not violate or cause the Seller to
violate the U.S. Foreign Corrupt Practices act of 1977 (FCPA),
as amended, the United Kingdom Bribery Act (UKBA) of 2010,
as amended, or their respective implementing regulations in
connection with Buyer’s sale or distribution of the Products
and/or Services, and that Buyer does not know or have reason
to believe that any consultant, agent, representative or other
person retained by Buyer in connection with the sale and/or
distribution of Products/Services has violated, nor caused
Seller to violate the FPCA and/or the UKBA. Where Buyer
