SELLER'S TERMS AND CONDITIONS

THE TERMS AND CONDITIONS STATED IN THIS INVOICE ON THE FRONT AND BACK SIDE HEREOF SHALL CONSTITUTE THE COMPLETE AND EXCLUSIVE STATEMENT ON THE TERMS AND CONDITIONS OF THE SALE BY SELLER OF THE PRODUCTS COVERED BY THE INVOICE (THE “PRODUCTS”) ISSUED TO THE BUYER. THESE TERMS AND CONDITIONS TAKE PRECEDENCE OVER BUYER’S ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS, TO WHICH NOTICE OF OBJECTION IS HEREBY GIVEN. ACCEPTANCE BY BUYER IS LIMITED TO THESE TERMS AND CONDITIONS. NEITHER SELLER’S COMMENCEMENT OF PERFORMANCE NOR DELIVERY SHALL BE DEEMED OR CONSTITUTED AS ACCEPTANCE OF BUYER’S ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS. 

PAYMENT TERMS.Payment is due before order acceptance. Seller may invoice each shipment separately and each invoice will be considered a separate and individual contract.

All late payments will be charged interest computed on a daily basis from the due date until paid in full at the rate of one and one-half percent (1 1/2% ) per month or the maximum rate permitted by law, whichever is less.

Seller reserves the right to establish and/or change credit and payment terms extended to Buyer when, in Seller’s sole opinion, Buyer’s financial condition or previous payment record warrants that action. Further, on delinquent accounts.Seller will not be obligated to continue performance under any agreement with Buyer.

Seller retains a security interest in the Products delivered to Buyer, and in their accessories, replacements, accessions, proceeds and products, including accounts receivable (collectively, the “Collateral”) to secure payment of all amounts due under this invoice. If Buyer fails to pay any amount when due, Seller shall have the right to repossess and remove all or any part of the Collateral from Buyer, but not from Buyer’s customers.Any repossession or removal shall be without prejudice to any other remedy of Seller hereunder, at law or in equity. Buyer agrees, from time to time, to take any act and execute and deliver any document (including, without limitation, financing statements) reasonably requested by Seller to transfer, create, perfect, preserve, protect and enforce this security interest.

PRICES. The prices of the Products are those specified on the front of the invoice or, if no price is specified, those in the Seller’s Price List current at the time of Seller’s acceptance of an order. Seller’s Price List is subject to change without notice. Price quotations, unless stated otherwise, will automatically expire thirty (30) calendar days from the date issued and may be canceled or amended within that period upon written notice to Buyer.

Unless otherwise agreed to in writing by Seller, all prices quoted are exclusive of duties, license fees, transportation and insurance costs, and all taxes, including federal, state and localuse, sales, property (ad valorem) and similar taxes. Buyer agrees to pay these taxes or fees (except taxes upon Seller’s net income) unless the sale is otherwise exempt from these taxesor fees. Buyer agrees to indemnify and hold harmless Seller from any liability for taxes or fees in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, transportation and taxes will appear as separate items on Seller’s invoice. Prices are subject to change without notice.

SHIPMENTS; TITLE TO GOODS. 1. DOMESTIC. All domestic shipments will be made Ex Works Seller’s facility. Delivery will be deemed complete, and legal title and all risk of loss or damages to the Products will pass to Buyer, upon delivery to the carrier. 2. INTERNATIONAL. A.) All international shipments to Canada and UK will be made DDP. Delivery will be deemed complete and legal and all risk of loss or damage to the Products will pass to Buyer when the Products pass to the carrier. B.) All international shipments other than to Canada and UK will be made DAP. Delivery will be deemed complete and legal and all risk of loss or damage to the Products will pass to Buyer when the Products pass to the carrier.

ACCEPTANCE. The Products will be deemed accepted by Buyer unless notice of defect is received within forty-five (45) days of shipping thereof and the Product is returned to Seller within sixty (60) days of shipping. All shipments will be prepaid and bill. The carrier will be selected by Seller on the absence of specific instructions by Buyer. In no event will Seller be liable for any delay in delivery, nor will the carrier be deemed an agent of Seller. Product shortages must be reported to the Seller’s Customer Care within ten (10) days of receipt.

RETURNED MERCHANDISE. The Products cannot be returned without prior approval from Seller and a Return Materials Authorization (RMA). In order to receive approval for any returns, contact the phone number referenced on the invoice. No credit or product replacement of any kind will be issued for returns made without proper authorization. After receipt and inspection, the Products will be accepted for exchange or credit if approved by seller. For return procedures, visit our Returns webpage.

WARRANTY. Seller warrants and represents that the Products shall be free from defects in material and workmanship. Warranty periods vary by product and certain Limited Warranties apply. Detailed warranty information for each product can be found in our Warranty webpage.

In no event shall Seller be liable to Buyer for any direct, indirect, special, incidental or consequential damages, or for any damages resulting from loss of use or profits, anticipated or otherwise, arising out of or in connection with this invoice for the sale, use or performance of the Products, whether such claim is based on contract, tort(including negligence), or a theory of strict liability. In no event shall Seller’s total liability for any damages arising out of or in connection with the sale, use or performance of any Products exceed the purchase
price of such Products that are the basis of such claim.

This warranty shall not apply to any Product that has been subject to misuse, abuse, accident, disaster, or which has been operated contrary to current instructions relating to installation, maintenance or operation, or contrary to industry standards applicable to the Products.

GOVERNING LAW. The construction, interpretation and performance of this invoice and all transactions under it are governed by the laws of the State of California.

EXPORT/REEXPORT LAW. The products, services and technical data sold or licensed by the Seller are developed in and exported from the United States. As a result, they remain subject to United States export control laws even after delivery to a customer outside the United States. Among other things, United Stateslaw prohibits the re-export of the products, services and technical data to countries embargoed by the United States such as Iran, Sudan or Syria. Buyer represents and warrants to the Seller that it shall not export, re-export, transfer or otherwise use the products, services and technical data in connection with any country if the re-export or use of the products, services and technical data would violate United States export control laws.

FORCE MAJEURE. Except for the payment of money, neither party shall be held responsible for any delay or failure in performance if any part of this invoice to the extent that such delay or failure us caused by fire, flood, explosion, war, terrorism, strike, embargo, government requirement, civil or military authority, act of god, act or omission of carriers or other similar causes beyond its control.

NON-WAIVER. No course of dealing or failure of either party to strictly enforce any term, right or condition of this invoice shall be construed as a waiver of that term, right or condition.

ENTIRE AGREEMENT. The terms and conditions in this invoice shall constitute the entire agreement between the parties with respect to the subject matter of this invoice and shall not be modified or rescinded, except by a writing signed by Seller and Buyer. The provisions of this invoice supersede all prior oral and written quotations, communications, agreements, and understanding of the parties with respect to the subject matter of this invoice.