Terms and Conditions of Sale
1. PRICES
Prices are shown on the face hereof. If Customer does not purchase the entire quantity upon which these prices were based, Customer will pay the higher price specified by Socle for the quantity actually purchased. Prices do not include taxes and any tax Socle may be required to collect or pay upon the sale, use or delivery of the Products will be paid by Customer upon invoice.
2. PAYMENT
Unless otherwise set forth on the face hereof payment terms are net 30 days from date of invoice with interest on all unpaid amounts at the rate of 1.5% per month or the highest lawful rate, whichever is less. Socle reserves a purchase money security interest in the Products delivered until all of Socle’s claims have been paid. Socle may change these credit terms if Customer’s financial condition changes. Each shipment shall be considered a separate and independent transaction.
3. DELIVERY
Delivery will be FCA. Socle’s location and will occur when the Products are ready for pickup by the carrier. In the absence of specific instructions, Socle will select a carrier. Socle does not assume any liability for the shipment. Customer will be responsible for all transportation and insurance charges, including those associated with warranty repairs. Delivery dates set forth on the face hereof are estimates only. Socle will use it best efforts to deliver in accordance with these dates but will not be responsible for failure to deliver as estimated.
4. CANCELLATION AND RESCHEDULING
Customer may by written notice to Socle cancel or reschedule any shipment of Products that is scheduled for delivery at least 90 days (unless a different time period is specified on the face hereof) from the time Socle receives Customer’s notice. If the order was placed under NCNR (non-cancellable and non-returnable) terms, the order cannot be rescheduled or cancelled for any reason. The Products that are NCNR cannot be returned, rescheduled or cancelled for any reason. All quantities must be released and shipments scheduled no more than 12 months from the date hereof. Socle may cancel this order or any portion in the event of Customer’s default or a material adverse change in Customer’s financial condition without affecting Socle’s right and remedies. Except as otherwise provided herein orders accepted by Socle are firm and non-cancellable.
5. INSPECTION
Within ten (10) calendar days following the date of receipt by Customer, Customer shall inspect the Products and shall immediately notify Socle of any defects in the Products. Upon receiving authorization and shipping instructions from Socle, Customer may return rejected Products. If Customer retains the Products after their delivery without giving Socle such notice within the designated period, Customer will be deemed to have irrevocably accepted the Products. Customer’s inspection and acceptance tests shall not exceed the inspection and test procedures customary in the industry for the Products and shall be at Customer’s expense. Socle may charge to Customer any costs resulting from the testing, handling, and disposition of any Products returned by Customer which are not found by Socle to be non-conforming.
6. WARRANTY
Socle warrants to Customer that the Products will be free from defects in material and workmanship under normal use and service for a period of one year from the date of invoice. Customer’s exclusive remedy for breach of this warranty is that Socle will either (i) repair or replace, at its option, any Product which fails during the warranty period because of such defect (if Customer promptly reported the failure to Socle in writing) or,(ii) if Socle is unable to repair or replace, Socle will refund the purchase price of the Product upon its return to Socle. This warranty does not apply to any Product which has been subjected to misuse, abnormal service or handling, or which has been altered or modified in design or construction, or which has been serviced or repaired by anyone other than Socle. The warranties set forth herein are in lieu of, and exclusive of, all other warranties, express or implied. ALL EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR USE AND FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY EXCLUDED.
7. PATENTS
Socle will investigate all claims made, and defend every legal action brought, against Customer or any end-user of the Products sold by Customer hereunder for any alleged infringement of any patent, arising by virtue of the sale or normal use of such products, and Socle will pay all final judgments, costs and expenses which are entered or incurred by reason of such claims or actions, provided Socle shall have been given prompt notice and allowed to deal with and defend such claims and actions from the beginning. The foregoing undertaking will be limited to all claims of infringement based upon the sale or use of Products in accordance with Socle’s specifications and will not apply to claims arising out of modifications of the Products or the inclusion in or with the Products of any other product.
8. CONTINGENCIES
Socle shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond Socle’s reasonable control. Examples of such causes are acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. Socle may defer delivery for a period equal to the delay caused by such contingency in the event of shortages for any reason whatsoever.
9. LIMITATION OF LIABILITY
Liability of Socle to Customer, if any, under this contract for breach of contract or warranty, negligence or otherwise shall in no event exceed the total contract price specified herein less the purchase price of any items delivered and accepted hereunder. In no event shall Socle be liable to Customer or others for special, incidental or consequential damages for breach of any of the provisions of this contract, including without limitation, provisions regarding warranties, guaranties, indemnities, and patent infringement, or based upon any claims, demands, settlements, or lawsuits arising from or in connection with, the Products sold hereunder, such damages including, but not limited to, costs of removal and reinstallation of items, loss or good will, loss of profits, or loss of use. Customer assumes all liability for any and all damages arising from or in connection with, the use or misuse of the Products by Customer, its employees, or others.
10. GENERAL
If any term or condition contained or incorporated by reference in the Purchase Order (PO) adds to or contradicts the terms and conditions set forth herein, the added or contradictory term or condition shall be of no force or effect whatsoever and the other terms and conditions in the Purchase Order shall remain effective, even if Socle signs back the Purchase Order. This Quotation will take precedence and replace all prior or contemporaneous quotations and agreements, written or oral, and subsequent pos regarding the subject matter.
11. Trade Compliance
Customer shall comply with all applicable export control and sanctions laws and regulations, including those of Taiwan and the United States. Customer represents and warrants that it shall not, directly or indirectly, export, re-export, or transfer any products, software, or technology provided by Socle to any restricted party or destination, or for any prohibited end-use (including military or proliferation activities), without first obtaining all required governmental licenses or authorizations. Any breach of this section shall be grounds for termination of this quotation.