MAN.270SF.REVB.102018
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13.0 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
