TERMS AND CONDITIONS OF SALES
The prices and terms of this quotation are not subject to modification or change unless approved in writing by STC. STC acknowledges Buyer's order on the express condition that goods will be sold only on the terms stated herein or in any STC quotation previously issued in connection with this order. Such terms will control, if in conflict with terms of Buyer's purchase order. All orders and contracts are subject to acceptance by STC. Quotation errors are subject to correction by STC.
NON-RECURRING ENGINEERING CHARGE (NREC)
Tools, dies, jigs, fixtures, gages and their engineering and design are considered an integral part of Sellers' manufacturing process. NREC's convey to Buyer the use of tools and other engineering data, but does not convey title, or right or possession. The above items will be maintained by STC. However, STC shall not be obligated to retain them beyond three years after their last use.
CUSTOMER SUPPLIED MATERIAL
When a quotation specifies "customer supplied material", ample allowance must be made for reasonable scrap and material must be of suitable quality to facilitate efficient production. STC is not responsible for loss or damage to any materials supplied to STC by Buyer, whether such loss or damage occurs in or outside the course of normal manufacturing processes. An MSDS of the material is subject to review before accepting an order.
All products will be cleaned and packaged according to STC standards. Special cleaning, packaging and labeling, such as clean room handling, handling with gloves, is available at Buyer's request and will be subject to additional charges.
All order quantities are subject to an over-run or under-run of 10%. Orders requiring exact quantity shipments may incur a surcharge based upon piece price. Delivery terms are FOB shipping point. In all cases, risk, loss, or damage to goods in transit shall fall to the Buyer, who shall file any resulting claims with the carrier.
Payment terms are 30 days with approved credit, unless noted otherwise. Late payments of 60 days past the invoice date will be subject to a 1_% per month charge, which will be added to past due accounts, unless other arrangements are made. All orders are subject to management approval of and periodic review of credit and payment terms, which may be modified by STC on reasonable notice for good cause.
In the event the entire quantity is not released by Buyer for shipment within twelve months of the date of the order, or as jointly agreed to, the entire order is subject to shipment.
Orders may be cancelled, in writing, only with the consent of STC. A Cancellation fee may be charged for all costs incurred, including tooling, engineering, materials and manufacturing. Buyer shall also pay STC reasonable costs of processing the termination, such as settlement expense and attorney's fees, if applicable.
Order cancellations or returns for STC standard products are subject to a 25% restocking fee.
STC warrants its products to conform to the specifications described in its quotation or its literature, whichever is applicable. STC makes no other warranties, express or implied, and hereby specifically negates any implied warranty of merchantability or fitness for a particular purpose
Unless otherwise specified, parts are inspected to a 2.5 Acceptable Quality Level (AQL). Claims for defective parts must be made within 30 days from delivery to Buyer. Goods may not be returned to STC without first obtaining a Return Material Authorization (RMA) number. Returns from Buyers which are not accompanied by an RMA number shall be rejected by STC and the freight charge for said return shall be at Buyer's sole risk and expense. Where it is agreed that parts are defective, STC's liability will be limited to the replacement, repair or crediting of the Buyer's account.
STC shall not be liable for damages or delays in performance caused in part by third party strikes, accidents, freight embargoes, fire, floods, inability to obtain special materials, conditions arising from government orders or regulations, war, national emergency, acts of God, and any other cause beyond STC's reasonable control.
Buyer assumes liability for and indemnifies STC against any cost, liability damage, or expense relating to patent or copyright infringement when parts are made to Buyer's specifications.
STC's prices do not include sales, use, excise or similar taxes. Thus, in addition to the price specified herein, any present or future tax applicable to the products sold hereunder, shall be applied to the price and paid by the Buyer.
This order shall be governed by, subject to and construed according to the laws of the State of Vermont. A state or federal court located within Vermont will have sole jurisdiction over any litigation concerning this order.
Export Administration Regulations (EAR)
All orders accepted by STC are subject to review and compliance with the Export Administration Regulations (EAR), including but not limited to, review of lists identified by the Bureau of Industry and Security (www.bis.doc.gov). In the event a license is required for shipment of the purchased product, STC will apply for the necessary license and product delivery will be subject to approval and receipt of such license. Additional costs may be applied in the event a license is required. If STC determines that a license is not required for shipment of its product to the purchaser, a license may still be required by the purchasing company depending on its future use or shipment of said product. In this event, the purchaser must adhere to all EAR requirements as defined by the Bureau of Industry and Security (www.bis.doc.gov) and/or any other government or regulating agency.
If STC determines that an order is not in compliance with all government regulations, STC may cancel that order at any time and will notify the customer of such cancellation. STC will assume no future liability for goods sold in good faith based on the knowledge of disclosed use and compliance at the time of quotation and/or shipment.