Terms and Conditions of Sale
The Terms and Conditions apply to all quotations and offers made by and purchase orders accepted by Anatech Electronics, Inc. (“seller”). These Terms apply to all sales made by Anatech Electronics, Inc. with the exception of different terms drawn between the buyer and Anatech Electronics, Inc. These Terms may in some instances conflict with some of the terms and conditions affixed to the purchase order or other procurement document issued by the Buyer. In such case, the Terms contained herein shall govern, and acceptance of Buyer’s order is conditioned upon Buyer’s acceptance of the terms and conditions herein, irrespective of whether the Buyer accepts these conditions by a written acknowledgment, by implication, or acceptance and payment of products ordered hereunder. Orders are accepted on the condition that the terms and conditions below and no others, are accepted by the buyer. Buyer acceptance and receipt of Anatech Electronics, Inc. good or services shall constitute buyer’s agreement to Anatech Electronics, Inc. terms and conditions. Anatech Electronics, Inc. failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of the provisions herein. Any changes in the Terms contained herein must specifically be agreed to in writing signed by an officer of Anatech Electronics, Inc. before becoming binding on either party.
2. Price and Delivery
Unless otherwise agreed, all prices quoted are in U.S. dollars, FOB origin and are effective for: (a) the time period set forth in Seller’s written quotation for the goods; or (b) ninety (90) days from the date of the quotation. Transportation shall be by common carrier, at Buyer’s risk and expense, with the transportation, insurance, and related charges added to the quoted price. Should the delivery date be postponed by Buyer, Seller shall have the right to adjust the price of the undelivered goods to Seller’s price at the time of shipment. All prices are exclusive of any present or future sales, revenue or excise tax, value added tax, turnover tax, import duty (including brokerage fees) or other tax applicable to the manufacture or sale of any of the Seller’s product. Such taxes, when applicable, shall be paid by the Buyer unless the Buyer provides a proper tax exemption certificate. Unless otherwise agreed to in writing by the parties, prices quoted by “Seller” are those current at the date of quotation and shall be subject to variation by “Seller”.
3. Payment Terms
Payment terms are Net 30 days, from the date of the invoice, and No discount are allowed. Open account of Net 30 payment term only applies to qualified companies, with established businesses which were approved by the seller. Net 30 open accounts can be established, after credit references have been sent, reviewed, and approved by the seller. Discounts are applied, only if a separate payment terms agreement has been drawn between “seller”, and Buyer. Any such terms have to be fully accepted by the “seller”, and have to be signed by an authorized officer of the ‘Seller”. Buyer agrees to pay interest on any unpaid balance at a rate of 1.5% per month, or 0.05% per day.
4. Non U.S Countries Payment Terms
All sales to foreign countries are on a prepaid basis, with the options to pay with an approved major credit card, by wire transfers, or by a U.S based bank check. In case of wire transfers or U.S. based checks, production will start, or product will be sent, after the funds are received at seller’s bank account.
For contracts with foreign companies approved for payment terms, “seller” requires payment to be secured by an irrevocable letter of credit or a bank guarantee acceptable to the “seller”. Where payment is made by letter of credit, all costs of collection shall be made from the Buyer’s account. In the event that “seller” is required to bring legal action to collect delinquent accounts, Buyer agrees to pay reasonable attorneys fees and costs of suit.
In Special cases, different payment terms can be negotiated and fully accepted by the seller. A signed document, signed by an authorized officer of the seller, has to be in place, stating the different payment terms. Special payment terms, are for individual contract, or purchase order placed by the buyer, and accepted by the seller. All terms and conditions in section 3, “payment terms”, apply.
5. Acceptance and Governing Law
Any drawings, data, designs, software programs, or other technical information supplied by Seller to Buyer in connection with the sale of the goods, shall remain Seller’s property, and be held in confidence by Buyer. Such information shall not be reproduced nor disclosed to others without Seller’s prior written consent. The laws of the State of New Jersey, U.S.A, without regard to conflicts of law principles, shall govern the validity, interpretation, and enforcement of the Contract.
Orders will be valid only when accepted in writing at Seller’s office, Anatech Electronics, Inc. 70 Outwater Lane, Garfield, NJ. This contract shall be deemed to have been entered into, in the State of New Jersey, and its interpretation, construction, and the remedies for its enforcement shall be in accordance with New Jersey law, without reference to conflict of laws principles.
Disputes arising out of this Contract, not otherwise settled by mutual agreement between the parties, shall be settled exclusively by binding arbitration in Garfield, New Jersey, U.S.A., pursuant to the Commercial Arbitration Rules of the American Arbitration Association then in effect. Buyer agrees that the party against whom the award is rendered shall pay the entire cost and expense of the arbitration, including the other party’s attorney’s fees, costs, and expenses.
The goods may be subject to export controls and regulations of the U.S., the country of manufacture, or the country of shipment and export may require a valid export license. Seller's acceptance of Buyer's order and delivery of goods is conditioned on compliance with applicable export controls. Seller will have no obligation to sell or deliver any product until all required US and/or other export licenses have been granted and there are no other impediments arising from any applicable export regulations. No goods sold to Buyer may be exported or re-exported unless such export or re-export complies fully with all applicable U.S. export regulations.
7. Intellectual Property Indemnity
Seller hereby disclaims any warranty or indemnity that use, sell, resell or any other disposition by the Buyer, or others of products and goods sold hereby, is free from infringement of any other party's intellectual property rights, including patents. Seller does not indemnify Buyer or any other person against such infringement, except that Seller may, in its discretion, assist Buyer or others in settlement of infringement disputes by providing relevant information. Buyer shall indemnify and save Seller harmless against any claims for any damages and costs in any suit alleging infringement of any United States or foreign patent by the manufacture, use or sale of products and goods supplied by the Seller pursuant to Buyer's order and made in accordance with the design and specification provided to Seller. Seller shall give prompt written notice of any claims or of the bringing of such a suit and an opportunity shall be given to Buyer to settle or defend the same of its own account.
8. Assignment and Subcontracting
Anatech Electronics, Inc. shall be entitled at all times to assign its rights under this contract (in whole or in part), or to subcontract any part of the work or services to be provided under the contract as it deems necessary or desirable.
9. Changes and Cancellation
Orders accepted by Seller are not subject to change or cancellation by Buyer after materials have been ordered or manufacturing commences, except with Seller's written consent and upon payment of an appropriate charge to cover the cost or loss incurred by Seller. Unless otherwise agreed in writing, such charge shall not be less than twenty five percent (25%) of the price of the goods subject to the change or cancellation.
Seller warrants that on the date of shipment all goods manufactured by Seller shall be free from defects in material and workmanship under normal use and service. All goods sold by Anatech Electronics, Inc. are warranted for 1 (one) year, from the date of shipment from seller to buyer.
No warranty extended by Seller shall apply to:
Any goods which have been modified or altered by persons other than Seller;
Any goods subjected to any misuse, neglect, improper storage or handling, installation, accidental damage, Lightning, as a result of a natural event, or any goods manufactured by a third party.
Seller's exclusive obligation under this warranty is at Seller’s option to repair the defective goods, to supply replacement goods free of charge (FOB origin or FCA factory, appropriately), to refund to Buyer the purchase price paid for the defective goods, or to grant credit for the value of any goods found to be defective under this warranty in installment sales. Seller shall not reimburse or make any allowance to Buyer for any labor charges incurred by Buyer for replacement or repair of any goods unless such charges are authorized in advance by Seller.
This warranty is made on the condition that Buyer gives Seller immediate written notice of any defect. Notice must be delivered to Seller within one (1) year from the date of shipment, that Buyer gives Seller access to the goods and Buyer’s relevant records and data, and that Seller’s inspection reveals that Buyer’s claim is valid under the terms of this warranty. No returns will be accepted by Seller unless accompanied by Seller’s Return Material Authorization.
With respect to third party goods, Seller’s only warranty to Buyer is that such goods are free of any rightful claims of their manufacturer.
Buyer will pay for all packing, transportation, and transit insurance costs for returned products. The Seller reserves the right to discontinue models at any time or change specifications, design, or prices without notice and without incurring any obligation. Products will be returned to the Buyer with transportation cost collect.
Subject to the provisions of its "Patent Indemnity" clause, the Seller also warrants that it has the right to sell its product, that the Buyer shall have and enjoy possession thereof against lawful claims existing at the time of the sale by the Seller, and that said products are free from any charge of encumbrance in favor of third persons existing at the time of sale by the Seller.
The foregoing constitutes the Seller’s entire warranty, express, implied or statutory with respect to its products and states the full extent of its liability for the breach of Warranty and for damages, whether direct, indirect, special, consequential or punitive resulting from any such breach. No change whatsoever thereto shall be binding upon the Seller unless made and agreed to in writing by the Seller and signed by a corporate officer of the Seller.
Buyer may, by thirty (30) days written notification, direct Seller to terminate this Contract for convenience. In the event an order is cancelled for Buyer’s convenience, Buyer shall be financially liable for the sales price of all finished goods inventory, plus the total cost of all work in process, all raw materials purchased for the product, including long lead time and/or bulk material, a reasonable profit and any other commitment made by or cost incurred by Seller for the specific purpose of complying with the order.
All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. Arbitration shall be conducted in English in Bergen County, New Jersey, U.S.A. The arbitration panel shall include three arbitrators (unless a single arbitrator can be agreed upon by the parties). A judgment upon the award rendered by the arbitrator(s) may be entered thereon on a court of appropriate jurisdiction. The parties specifically agree to the binding nature of the arbitration.