Mettrix Terms and Conditions of Sale
1)
Acceptance: These terms and conditions of sale represent the entire
agreement applying to all quotations made and purchase orders accepted by
Mettrix Technology Corp. (“Mettrix”).
Mettrix’s acceptance is conditional on Customer’s assent to these terms
and conditions, which will govern exclusively, in accordance with the laws of
the State of
2)
Prices: Prices are shown on the face hereof and are valid for
30 days from the date of quotation. If
Customer does not purchase the entire quantity upon which these prices were
based, Customer will pay the higher price specified by Mettrix, for the
quantity actually purchased. Prices do
not include sales, use, value-added customs duties or levies or other taxes,
all such taxes, which Mettrix is required to collect or pay in relation to any
sale of product, will be paid by Customer upon invoice.
3)
Payment: Unless otherwise set forth on the face hereof payment
terms are net 30 days from date of invoice with interest on all unpaid amounts
at the rate of 1.5% per months (18% per annum, calculated and compounded
monthly). Mettrix, in its absolute
discretion, may change these credit terms if its assessment of Customer’s
financial condition changes. Each
shipment will be considered a separate and independent contract. Customer agrees to pay reasonable collection
and/or attorney fees in case of non-payment.
4)
Delivery: Delivery will be F.O.B. Mettrix’s location, unless
otherwise agreed to, and will occur when the products are ready for pickup by
the carrier. In the absence of specific
instructions, Customer appoints Mettrix its agent to select and retain a
carrier. Mettrix does not assume any
liability or responsibility for the shipment. Customer will be responsible for
all shipment and related charges.
5)
Inspection: Within 30 days after delivery Customer will inspect the
products and give written notice of rejection to Mettrix detailing the manner
in which any products do not conform.
Only upon receiving authorization and shipping instructions from Mettrix
may the Customer return rejected products.
If Customer retains products after their delivery without giving Mettrix
notice within the designated period, the Customer will have irrevocably
accepted the products. Mettrix may
charge to Customer any costs resulting from testing handling and disposition of
any products returned by Customer which are not found by Mettrix to be
non-conforming.
6)
Cancellation
and Rescheduling: All orders accepted by Mettrix are firm
and non-cancelable and non-returnable (NCNR) unless agreed to in writing by
Mettrix, however Customer may give notice to Mettrix subject to acceptance by
Mettrix to reschedule any shipment of products that is scheduled for delivery
more than 90 days from the date Mettrix receives Customer’s notice. Mettrix may charge Customer for any costs including
warehouse and storage charges for component or completed or partially completed
assemblies resulting from such cancellation or rescheduling. Mettrix may cancel this order or any portion
of this order in the event of Customer’s default. A failure to pay any invoice when due Mettrix
shall be considered an event of default.
7)
Limitation of
Liability: In no event will Mettrix be
liable to Customer or others for indirect, special, incidental or consequential
damages for breach of any of the express or implied provisions of this
contract, including without limitation, provisions regarding guaranties,
indemnities and patent infringement, or based upon any claims, demands,
settlements, or lawsuits arising from, or in connections with, the products
sold hereunder including but not limited to, loss of goodwill, loss of profits
or loss of use. Customer assumes all
liability for any and all damages arising from or in connection with the use
and misuse of the products by Customer, its employees, or others. METTRIX DOES NOT MAKE, AND CUSTOMER HEREBY
EXPRESSLY WAIVES, ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING ALL WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER EXPRESSLY
UNDERSTANDS AND ACKOWLEDGES THAT IT IS WAIVING ANY AND ALL CLAIMS FOR LIABILITY
BASED ON DEFECTS IN THE ITEM SOLD, INCLUDING LATENT AND DESIGN DEFECTS, AND FOR
NEGLIGENCE IN THE DESIGN, MANUFACTURE AND SALE OF THIS ITEM TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, AND HEREBY ASSUMES AND ACCEPTS ALL
LIABILITY FOR ANY SUCH DEFECTS AND/OR NEGLIGENCE
8)
Statutory and
regulatory requirements: Statutory and
regulatory requirements, related to the product, must be documented and is the
sole responsibility of the Customer, to include any local, federal, and state
requirements. (UL, CSA, FCC, ECT…)
9)
Notice of RoHS Disclaimer: Sales of products manufactured and/or assembled by
Mettrix requiring compliance with European Union’s Directive 2002/95/EC,
Restrictions on Hazardous Substances in Electronic Equipment (RoHS) are subject
to the following disclaimer of liability under any warranty or representation
which may otherwise be expressed or implied in any sales agreements between
Mettrix and its Customers or any purchase orders issued by its Customers:
Mettrix
will purchase components solely from manufacturers or vendor/distributors whose
products are documented to be in compliance with RoHS on the date of purchase
and specified to be RoHS compliant on the Customer parts list or Bill of
Materials. Circuit board component information and documentation from
manufacturers and vendor/distributors is deemed to be reliable and Mettrix
makes no representation as to their accuracy. Mettrix specifically disclaims
any and all representations, warranties and liabilities under any theory with
respect to the Customer’s parts list information or Bill of Materials and
Mettrix is not responsible for typographical or other errors or omissions on
Customer-supplied information.
Mettrix makes no representations, warranties, or certifications with respect to the chemical content of components used in the manufacture or assembly process. Mettrix will have no liability for the failure of its circuit boards or the Customer’s products that contain circuit boards manufactured and/or assembled by Mettrix to meet RoHS specifications as the result of the components’ chemical content exceeding the permissible limits of any hazardous substance as defined by RoHS. Customer agrees to indemnify and hold Mettrix harmless from any and all liabilities, loss, damages, costs and expenses of whatever kind or nature which it may sustain as a result of the failure of any product manufactured or assembled in accordance with Customer’s specifications to meet RoHS requirements.
