Terms and Conditions of Sales

GENERAL: The quotation and proposal including any technical data contained therein, is furnished by Norden Millimeter, hereinafter called the Seller, solely for the exclusive use of the Purchaser and on condition that information contained therein will not be distributed to any other party by Purchaser. Furthermore, Seller hereby reserves the right not to disclose to Purchaser any technical data developed exclusively at Seller’s expense, either in conjunction with proposed work or with any other prior contract.

PRICE: All quoted prices, are F.O.B. Placerville, California, and subject to change without notice at any time prior to formal acknowledgment of order by Seller. These prices supersede all previous prices. Prices do not include duties, taxes, freight, or insurance.

TAXES: Any tax, duty or other charges now or hereafter levied upon the sale, use, or shipment of material and equipment ordered, or sold, is not included in Seller’s price and will be charged to, and paid for, by Purchaser.

DELIVERY: Shipment date is computed from date of acknowledgment of order, or in case of special or custom products, from date all necessary information is received. Shipment date is estimated and is subject to change due to causes not under the Seller’s control, including but not limited to strikes and other labor difficulties, material shortages, fires, accidents, orders or requests of government authorities and delay in a scheduled delivery. In no circumstance shall Seller have any liability for loss of use or for any incidental or consequential damages due to change of delivery schedule.  Unless otherwise specified, NRE charges are due upon acceptance of PO.

ACCEPTANCE: All orders are subject to final acceptance by the Seller. The Seller reserves the right to accept or to reject any order from any Buyer, in whole or in part. The Seller reserves the right (without prejudice to any other remedy) to cancel any uncompleted order or to suspend delivery in the event of any of the Buyer’s obligations to the Seller not being complied with or in the event of any act or omission of Buyer which delays Seller’s performance.

CANCELLATION / TERMINATION: Purchase order may be terminated or canceled by Purchaser only on the express consent of Seller. Purchaser shall pay Seller actual costs and expenses for work in process and material committed and a reasonable profit thereon. All orders submitted for cancellation within 30 days of scheduled ship date will be subject to 100% cancellation cost. Seller may cancel purchase order without penalty. If Purchaser fails to comply with terms and conditions of order or becomes bankrupt of insolvent, Seller assumes no responsibility for cost of re-procurement by Purchaser.

WARRANTY: Seller warrants each of its products to be free from defects in materials and in workmanship. The limit of liability under this warranty is to repair or replace any products or part thereof which shall within one year after shipment to the original user be returned, shipping costs prepaid and insured, to Seller be limited to the repair or replacement of Seller’s products and shall not extend to any incidental or consequential damages there from. Disassembly of any product by anyone other than an authorized representative of the Seller voids the obligations to repair or replace any products disassembled. In addition, Seller assumes no responsibility for goods returned without Seller’s written authorization. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR INTENDED PURPOSE, USE OR APPLICATION, AND ALL OTHER OBLIGATIONS OR LIABILITIES ON THE PART OF SELLER, UNLESS OTHER SUCH WARRANTIES, OBLIGATIONS OR LIABILITIES ARE EXPRESSLY AGREED TO IN WRITING BY SELLER.

LIMITATION OF LIABILITY: In no event shall Seller or its suppliers be liable to the Purchaser or any third party in contract, lot (including negligence), warranty or otherwise for any special, indirect, incidental, or consequential damages. Seller’s liability will be limited to repair, replacement, or issuance of credit for purchase price at Seller’s option. Purchaser agrees to indemnify Seller for all costs in connection with such claims. The remedies of Purchaser set forth in this order shall be exclusive.