Sales Terms and Conditions
The following terms and conditions of sale shall apply to any sale of goods and services by Magnetic Sensors Corporation, a California Corporation, hereinafter referred to as “MSC”. “Purchaser” means the entity to which MSC is providing Products or Services per the Purchase Order Confirmation. The law of the State of California shall govern the validity, interpretation, and enforcement of these terms and conditions of sale and of any contract of which these terms and conditions are a part.
An acceptance and official confirmation of Purchaser’s order by MSC shall constitute the complete agreement, subject to the terms and conditions of sale herein set forth, and shall supersede all previous quotations, orders or agreements. In the event of any conflict or inconsistency between the terms and conditions of sale herein and the terms and conditions contained in Purchaser’s order or in any other form issued by Purchaser, terms and conditions of MSC herein shall prevail. No waiver, alteration or modification of these terms and conditions shall be binding upon MSC unless made in writing and signed by a duly authorized MSC representative. MSC reserves the right to limit the provision of its “proprietary information” related to any Sales Order based on its internal procedures.
Unless otherwise stated, MSC quotation shall be null and void unless accepted by Purchaser within thirty (30) days from the date of quotation.
PRICES/COST OF TRANSPORTATION
All payments are to be made in United States Dollars (USD), with the payment drawn on a US bank. All banking charges and transfer fees are to be paid by the Purchaser so that the amount received by MSC should be the exact amount invoiced to Purchaser. Unless otherwise stated in the quotation, quoted prices are subject to change by MSC with or without notice until Purchaser’s acceptance. Prices are subject to correction for error. Unless otherwise stated, all prices are F.O.B. factory and include domestic packing. Customary methods of transportation shall be selected by MSC and such transportation will be at Purchaser’s expense. Special methods of transportation will be used upon Purchaser’s request and at Purchaser’s additional expense provided reasonable notice of Purchaser’s transportation requirements are given by Purchaser to MSC prior to shipment.
All taxes, duties, custom fees, or other charges of any nature required for transactions by any federal, state, or local government authority shall be paid by the Purchaser, in addition to the invoiced price.
Delivery schedules are approximate and are based on prevailing market conditions applicable respectively at the time of MSC’s quotation and MSC’s acceptance of Purchaser’s order. Delivery shall also depend on the prompt receipt by MSC of the necessary information to allow maintenance of the manufacturer’s engineering and manufacturing schedules. The acceptance of delivery of goods by Purchaser shall constitute a waiver of all claims for loss or damage due to any delay whatsoever.
MSC shall not be responsible or liable for any loss or damage incurred by Purchaser herein resulting from causes beyond the reasonable control of MSC including, but without limitation, acts of God, war, invasion, insurrection, riot, the order of any civil or military authority, fire, flood, weather, acts of the elements, delays in transportation, unavailability of equipment or materials, breakdown, sabotage, lock-outs, strikes or labor disputes, faulty castings or forgings, or the failure of MSC’s suppliers to meet their delivery promises.
SHIPMENT/DAMAGES OR SHORTAGES IN TRANSPORT/RISK
Except for obligations stated under “Warranty” herein, MSC’s responsibility for goods ceases upon delivery to the carrier. In the event of loss or damage during shipment, Purchaser’s claim shall be against the carrier only. MSC will, however, give Purchaser any reasonable assistance to secure adjustment of Purchaser’s claim against the carrier provided immediate notice of such claim is given by Purchaser to MSC. Claims for shortages must be made in writing within ten (10) days after receipt of goods by Purchaser. If MSC does not receive written notification of such shortages within such ten (10) days, it shall be conclusively presumed that the goods were delivered in their entirety. Unless agreed upon otherwise in writing, MSC reserves the right to make partial shipments and to submit invoices for partial shipments. MSC is not liable for damages to the “customer furnished material” in the process of shipping and/or manufacturing.
MSC shall not be liable for and shall be held harmless by Purchaser from any damage, losses or claims of whatever kind, contractual, consequential or incidental, direct or indirect, arising out of, in connection with or resulting from the sale governed hereby or the goods, including, but without limitation, the manufacture, repair, handling, installation, possession, use, operation or dismantling of the goods and any and all claims, actions, suits, and proceedings which may be instituted in respect to the foregoing.
All MSC products are covered by the company warranty against defects in material and workmanship provided the goods and services are subjected to normal use and service. The applicable warranty period is twelve (12) months from the date of installation or eighteen (18) months from the shipping date to the Purchaser of any item of the goods, whichever occurs first, or any other warranty period otherwise stipulated in writing by MSC under this sale. Any repairs or replacements due to manufacturing defects will be accommodated under the company warranty at no charge provided that prompt notice of any defect is given by Purchaser to MSC in writing within the applicable warranty period and that upon the Purchaser’s return of the defective parts to MSC, properly packed and with transportation charges prepaid by Purchaser, an inspection thereof shall reveal to MSC’s satisfaction that Purchaser’s claim is valid under the terms of this warranty.
Unless otherwise expressly stipulated, the goods shall be installed by and at the risk and expense of Purchaser. If MSC is requested to supervise such installation, MSC’s responsibility shall be limited to exercising that degree of skill customary in the trade for supervising installations of the same type. Purchaser shall remain responsible for all other aspects of the work including compliance with the local regulations.
No goods may be returned to MSC without MSC’s prior written permission and issuance of RMA number. When requested, MSC will send a questionnaire to be filled prior to the issuance of the RMA number. MSC reserves the right to decline all returns or to accept them subject to a handling/restocking charge. Even after MSC has authorized the return of goods for credit, MSC reserves the right to adjust the amount of any credit given to Purchaser on the return of the goods based on the conditions of the goods on arrival to the MSC warehouse. Credit for returned goods will be issued to Purchaser only where such goods are returned by Purchaser and not by any subsequent owner of the goods. Goods will be considered for return only if they are in their original condition and packaging.
TERMS OF PAYMENT
All first-time orders are subject to prepaid terms. Upon approval for credit purchases, and unless otherwise stated, invoices on “open account” shipment are payable within thirty (30) days of the invoice date. Unless specifically provided, no cash discount shall be available to Purchaser. When a cash discount is offered, the discount price is computed from the date of the invoice. MSC does not offer a cash discount on C.O.D. shipments. Late payments will result in an interest charge of 1.5% per month on any total outstanding balance after 10 days past the due date. The charging of such interest shall not be construed as obligating MSC to grant any extension of time in the terms of payment. In the event the Purchaser fails to pay for any invoice when the payment becomes due, MSC reserves the right to either cancel the contract or to suspend further deliveries. If the Purchaser’s payments for invoices become unsatisfactory, MSC may suspend the Net terms and request prepay arrangements for the orders.
CHANGES AND CANCELLATION
Orders accepted by MSC are not subject to changes or cancellation by Purchaser, except with MSC’s written consent. In such cases where MSC authorizes changes or cancellation, MSC reserves the right to charge Purchaser with reasonable costs based upon expenses already incurred and commitments made by MSC, including, without limitation, any labor done, material purchased and including Supplier’s usual overhead and reasonable profit and cancellation charges from MSC’s suppliers.
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