Contec. Standard Terms and Conditions of Sale

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A) GENERAL

  1. A purchase order (PO) constitutes a contract between the seller, Contec., and the buyer (Customer) when accepted in writing by Contec.
  2. Each PO is subject to acceptance or cancellation at the sole discretion of Contec.
  3. A contract resulting from the acceptance of a PO may be canceled or altered by the Customer only if agreed to in writing by Contec. Any of the terms or provisions of the Customer’s PO which are in any way inconsistent with or in addition to the terms and conditions contained herein shall not be binding on either party unless expressly accepted in writing by Contec authorized representatives.
  4. The terms and conditions specified herein shall be binding unless otherwise specified in a separate written agreement and/or project specific Contec quotation, in which case the separate agreement or project specific terms shall govern.

B) ORDER POLICIES

  1. All POs must include, at a minimum, the following information: customer name, purchasing agent’s name, phone, & email address, authorizing signature, ship-to address, billing address, Contec quote number, Contec part number (if applicable), customer part number (if applicable), quantity required, payment terms, unit price, delivery schedule, freight billing method, FOB Origin, and any special terms, requirements, requests or comments (if applicable).
  2. All POs shall be submitted via email, fax or mail to the specified Contec Customer Support Specialist. Contec will review the purchase order to ensure it is congruent with the Contec quotation and any other applicable written terms or agreements and will acknowledge acceptance of the PO to the Customer in writing.

C) TAXES

  1. The Customer is responsible for sales tax and any other taxes or governmental fees associated with a PO.
  2. The Customer must provide Contec with a valid, current and accurate tax-exemption certificate, applicable to the order and ship-to location to be exempt from applicable taxes and fees.

D) PRICING

  1. All quotations expire thirty (30) calendar days from the date given unless otherwise specified on the Contec quotation. Expiration date may vary due to market fluctuations and component availability.
  2. Prices are subject to change due to shortages in materials or resources, increases in the cost of manufacturing, market fluctuations or other unforeseen factors. It is the sole right and responsibility of Contec to notify the Customer of any change in price and provide an updated quotation.

E) PAYMENT

  1. Contec’s standard payment terms are Net 30. Terms are subject to credit approval by Contec. Terms may be modified due to changes in Customer credit and/or Contec standard policies.
  2. Payment shall be made in US Dollars unless otherwise agreed.
  3. If the Customer fails to make any payment when due, Contec may defer or decline to make any future shipments or may condition any such shipment upon receipt of satisfactory security or cash payments in advance.

F) SHIPMENTS

  1. All shipments shall be FOB Origin. Title to products passes from Contec to the Customer upon shipment. Any claims related to loss or damage that occurs during shipping are the responsibility of the Customer to handle with the shipper.
  2. Shipping charges are not included in the Contec quotation.

G) FORECAST AND LEAD TIME

  1. The Customer agrees to provide Contec with a rolling 12-month forecast, updated monthly. The forecast is intended to provide Contec with expected quantity of product and delivery schedule requirements.
  2. Contec agrees that forecast will not be regarded as a commitment to purchase unless otherwise agreed upon in writing. As such, the Customer understands that Contec will not procure materials or initiate services related to the product based upon forecast.
  3. Estimated product lead time will be provided in the Contec quotation. Lead times are best estimates only and are subject to change based on material availability, resources and other causes.
  4. Contec will make best faith efforts to fulfill order requirements on the date requested without the Customer incurring additional cost and limiting additional costs where avoidable. Contec will provide a quotation for expediting fees when applicable.

H) ORDER CHANGE OR CANCELLATION

  1. If, for any reason, the Customer wishes to change or cancel a PO, Customer will provide notification in writing to Contec. Notification must include, but is not limited to, the following information: order number, summary of change requested, affected shipments including quantity(s) and date(s), reason for change, purchasing agent’s name, phone and email address.
  2. Changes to delivery date(s) or quantity(s) within the current product lead time or thirty (30) days (whichever is greater) will be subject to expedite or material stocking fees, as applicable. Contec will provide a quotation for expediting or stocking fees when applicable.
  3. In the event of order cancellation, the Customer shall be liable for any excess material or finished goods reasonably purchased in support of the affected order(s). Customer is also responsible for a handling fee of 5% of the cost of any excess materials or finished goods.
  4. In the event of change or cancellation, Contec will make best faith effort to minimize excess material and limit additional costs where avoidable.

I) WARRANTY

  1. Contec provides a standard twelve (12) month return-to-depot warranty against defects in workmanship or materials under normal use provided the product has not been altered or repaired or subjected to misuse, unauthorized maintenance or otherwise defaced.
  2. Prior to returning a defective product to Contec, the Customer must request a return materials authorization (RMA) number from Contec. The following information must be provided on the Contec RMA form and returned with the defective product: Contec part number, serial number, description of problem, contact name & phone number, return shipping address and signed statement of decontamination, when applicable.
  3. The cost of incoming freight and insurance is the responsibility of the Customer. The costs of product repair and standard return freight within the United States are the responsibility of Contec. Shipments to other locations will be made freight collect.
  4. Contec reserves the right to either repair or replace, at its sole discretion, any product returned to Contec under the terms of this warranty. Replaced product may not be new, provided that it is functionally equivalent to the product being replaced. Contec may use new and reconditioned parts made by various manufacturers when performing warranty repairs or building replacement products.
  5. A no problem found fee will be charged in accordance with current published rates on any assembly returned for repair and subsequently found in normal working condition.
  6. Contec, at its sole discretion, may provide product repair and/or upgrade services for products no longer under warranty coverage upon request. Contec will provide a quotation for out-of-warranty services based on labor and materials.
  7. Contec’s standard warranty terms and conditions include, but are not limited to the terms listed above. A complete list of Contec’s standard warranty terms and conditions is available upon request.

J) SAMPLE PRODUCTS

  1. Contec may choose to provide a sample product subject to the following stipulations:
    a) Customer must issue a purchase order at the price quoted by Contec.
    b) Customer is responsible for all applicable shipping, customs and import taxes both to and from the point of shipment.
    c) Evaluation period from date of shipment to the date the returned product is received at the Contec facility is thirty (30) days.
    d) Evaluation product(s) must be returned in original, working condition.
    e) Payment is required within fifteen (15) days following conclusion of the evaluation period if the product is not returned within thirty (30) days or in original working condition.
  2. Request to extend the standard evaluation period, not to exceed sixty (60) days, must be made in writing. Contec reserves the right to approve or deny extension requests.

K) PROPRIETARY RIGHTS

Quoted product architecture is a Contec proprietary design configuration and is intended solely for Contec products purchased by the Customer. The quoted configuration or any representation thereof may not be reproduced in part or in whole without the express written permission of Contec.

L) GOVERNING LAW AND JURISDICTION

This agreement shall be governed by and constrained in accordance with the laws of the state of Florida. Contec and the Customer hereby submit to the exclusive jurisdiction of the state of Florida.

M) FORCE MAJEURE

Neither Contec nor the Customer shall be liable for any delay or failure in performance due to events outside the faulting party’s reasonable control, including without limitation acts of God, earthquake, labor disputes, worldwide shortage of supplies, riots, war, fire, epidemics, or delays of common carries or other circumstances beyond its reasonable control. The obligations and right of the excused party shall be extended on a day to day basis for the time period equal to the period of the excusable delay.

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