|
|
|
LEDTECH
USA TERMS & CONDITIONS
 |
1.) General: These terms and conditions shall apply to all purchase orders sent and received by Seller, in this case Ledtech Electronics Corp. (U.S.A.), hereinafter referred to as LTU. The following provisions shall be the sole and exclusive terms and conditions governing LTU, purchase-sale transactions. Except as otherwise provided for in expressed, written form from authorized LTU personnel, different, or additional terms, oral or written, in any quotations, acceptances or other documents of any kind have no force or effect. These terms and conditions shall apply to all purchase orders sent and received by Seller, in this case LTU. Purchase orders are not binding on LTU and LTU reserves the right to reject any and all purchase orders. Any terms and conditions proposed by Buyer shall not be binding upon LTU unless accepted by LTU in writing. LTU's failure to object to provisions contained in any communication from Buyer shall not be deemed an acceptance thereof nor shall they supersede these terms and conditions. LTU may also accept a purchase order by the shipment of the ordered merchandise by LTU. In the case that any one or more of the terms or conditions contained herein or in any accepted purchase order are held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or otherwise impaired thereby.
2.) Pricing: LTU shall specify the purchase price, which shall remain firm for the period of delivery specified in the order (the "FIRM Period"), unless otherwise provided herein. The Firm Period shall not exceed (12) months, commencing upon the date of LTU's receipt of the Buyer's order. LTU reserves the right to adjust prices to compensate for exchange rate variations or, for increases in tariffs, or similar charges, or for other governmental actions resulting in curtailment, prevention, taxation, or other burdening of imports. Unless otherwise required by law, all prices will be quoted and billed exclusive of federal, state, local excise, sales, import duties and similar taxes (collectively, "Levies"). Levies will appear as an additional item on LTU's invoices.
3.) Terms of Payment: Unless otherwise stated, terms of payment are net 30 days from the date of the invoice. LTU reserves the right to require payment in advance, or C.O.D., and to approve or modify credit terms. If LTU determines Buyer's financial condition does not justify continued production or shipment on the originally specified payment terms, LTU may discontinue credit. If Buyer is adjudicated bankrupt, LTU may cancel any unfulfilled order. Each individual shipment shall be invoiced and paid as a separate and independent transaction. Products held by LTU for Buyer shall be at Buyer's risk and expense. LTU reserves the right to ship in accordance with the Purchase Order and to make collection by sight draft, with the bill of lading attached.
4.) Title and Delivery: All sales are F.O.B. LTU's facility unless otherwise stated in writing by LTU. Title passes to Buyer and Buyer assumes risk of loss upon delivery of product by LTU to carrier at the shipping point, subject to a security interest therein in favor of LTU until Buyer's full payment for the product. In the absence of specific instructions, LTU will select the carrier. Claims against LTU for shortages must be made within 10 days after receipt of the shipment. LTU may modify the specifications of products designed by LTU, provided the modifications do not adversely affect their performance.
5.) Inspection: Upon delivery of the ordered merchandise, Buyer shall, at its own expense, inspect the merchandise within thirty (30) days of its arrival at Buyers' place of business. Each such shipment shall be deemed as finally and irrevocably accepted unless the Buyer provides LTU with a written notice of rejection, along with sufficient evidence of the cause for rejection within ten (10) days after the inspection of the merchandise, but prior to the expiration of the thirty day period noted above.
6.) Force Majeure: Seller shall not be liable for any delay in delivery or for non-delivery, in whole or in part, caused by the occurrence of any contingency beyond the reasonable control either of LTU or LTU's suppliers, including but not limited to war, riot, failure or delay in transportation, act of any government or judicial action, labor disputes, accidents, fire, acts of God, shortages of labor, fuel, raw material or machinery or technical failure where LTU has exercised ordinary care in the prevention thereof.
7.) Indemnification: Buyer shall defend, indemnify, and hold LTU harmless from any expense or loss resulting from claims of infringement of patents arising from LTU's compliance with Buyer's design, specifications or instructions. Except as otherwise provided, LTU shall defend any suit or proceeding brought against Buyer to the extent such suit or proceeding is based solely on a claim that the Product manufactured by LTU and furnished under this order, or any part thereof, infringes any United States patent. The foregoing indemnity is contingent upon Buyer's promptly notifying LTU in writing of the commencement of any such suit or proceeding and giving LTU all authority, information and assistance (at LTU's expense) necessary for the defense or settlement thereof. LTU shall pay all damages and costs finally awarded against Buyer or agreed upon in any settlement. The foregoing indemnification shall not apply: (1) to infringements that arise from use of the Products in combination with other items, or (2) in the event the patent holder insists on dealing exclusively with Buyer, notwithstanding LTU's good faith efforts to negotiate a reasonable solution.
8.) Warranty: LTU warrants that the Product to be delivered hereunder and any repair or replacement thereto shall substantially conform to Ledtech Electronics Corp. specifications and therefore will be free from defects in material and workmanship under normal use and service for a period of one (1) year from the date of shipment of the Product (the only exception being Based LED's, which are covered under warranty for a period of three (3) years.) This warranty shall not apply, (1) to products deemed by Buyer and LTU to be developmental; (2) to the extent that Buyer makes or causes to be made any modifications to any Product without LTU's express consent; (3) to Products used in combination with any other products or material not supplied or approved by LTU; or (4) to instances where any Product is used other than as permitted hereunder. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF, AND (LTU) EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9.) Remedies: If the Product(s) delivered hereunder fail to conform to the warranty set forth in Article 8, Buyer's sole remedy shall be to return the Product to LTU, and LTU at its option, shall repair, replace, or credit Buyer's account for all such Products, provided that: (a) Buyer promptly notifies LTU in writing upon Buyer's discovery of the nonconformity, including a detailed explanation of any alleged deficiencies; (b) Buyer returns such Products to LTU, F.O.B. LTU's facility with an RMA number supplied by LTU, and (c) LTU determines to its satisfaction after examination of such Products that such alleged deficiencies actually exist and were not caused by accident, misuse, neglect, alteration, improper installation, repair, or improper testing. LTU shall reimburse Buyer for the transportation charges paid by Buyer for such nonconforming Products.
10.) Limitation of Liability: IN NO EVENT SHALL LTU BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE, OR FOR INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING FROM THE SALE OR USE OF THE PRODUCTS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LTU'S AGGREGATE LIABILITY FOR ANY DAMAGES OR CLAIMS ARISING OUT OF OR RELATING TO ANY PRODUCTS HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT BUYER PAID FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM OR DAMAGES.
11.) Cancellation and Reschedule Terms: Except where expressly provided for, accepted purchase orders are not subject to cancellation by the Buyer. Merchandise delivered to the Buyer may not be returned to LTU without prior written return authorization. All returns must reference the RMA (Return Merchandise Authorization) number in order to be accepted into LTU's warehouse. Freight costs for returned merchandise are the responsibility of the Buyer. When a return of merchandise is authorized because it is said to be defective and is subsequently found to not be defective, the return will be subject to a fifteen percent (15%) restocking charge. LTU requires that Buyer provide written notice to cancel a purchase order, in whole or in part, no less than ninety (90) days before Buyer's original requested due date. LTU requires that Buyer provide written notice to reschedule an order no less than thirty (30)days prior to the original requested due date. Orders may be rescheduled once within the ninety day period following the original due date. The rescheduled order may not be canceled.
a.) Default: In the event of any default by Buyer, LTU may decline to make any further shipments without in any way affecting its rights under this order. If, despite any default by Buyer, LTU elects to continue to make shipments, LTU's actions shall not constitute a waiver of such default or in any way affect LTU's legal remedies arising from such default.
b.) Convenience: Buyer may cancel this order upon written notice to LTU and upon payment of applicable cancellation charges to be determined by LTU. LTU agrees to divert completed material and work-in-process from canceled orders to other orders wherever possible, and to keep cancellation charges as low as possible. Work-in-process or special inventory not sold elsewhere will be the Buyer's minimum liability.
12.) Assignment: Buyer shall not assign this order, nor any interest therein, nor any rights hereunder, without the prior consent of LTU.
13.) Modifications: No addition to, or deletion from, or modification of any of the provisions of these terms and conditions of sale shall be binding upon LTU unless acknowledged and accepted by LTU. Any change made by LTU will be deemed accepted by Buyer unless Buyer notifies LTU in writing of Buyer's exception to such change within ten (10) days after receipt of written notice of such change.
14.) Governing Law: This contract of sale shall be construed and enforced in accordance with the laws of the State of California, without regard for its conflict of law rules. The UN Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
15.) Export Regulations: This Agreement involves products and/or technical data that may be controlled under the U.S. Export Administration Regulations and may be subject to the approval of the United States Department of Commerce prior to export. Any export or re-export by either party, directly or indirectly in contravention of the U.S. Export Administration Regulations, is prohibited.
16.) Arbitration: All disputes, controversies, claims or differences, including related tort claims which may arise between LTU and the Buyer out of, in relation to or in connection with any accepted purchase order shall be settled by binding arbitration to be held in Los Angeles, CA, pursuant to the rules established by the American Arbitration Association. Any award from such arbitration shall be deemed final and binding upon both parties and judgment may be entered on such award in any court of competent jurisdiction. The laws of the State of California, with the exception of its conflict of law provisions, shall govern the transactions between LTU and the Buyer.
Revised June 2002
|
|
|
