Standard Terms And Conditions Of
All quotations, products and services provided by Integrated Designs L.P.
(“Integrated Designs”) or its representatives to any customer, distributor,
original equipment manufacturer, purchaser or end-user (herein, “Buyer”) are
expressly subject to and conditioned upon the following terms and
conditions. By acceptance of
Integrated Designs’ products or services, Buyer accepts all terms and
conditions outlined herein, and agrees that these terms and conditions,
together with the item, quantity, delivery and other terms set forth on
Integrated Designs’ order confirmation or acknowledgment, shall constitute
the entire agreement between the parties on the subject matter hereof,
superseding all other communications, documentation and negotiations for the
same goods and services.
Without limiting the foregoing, Buyer’s acceptance of Integrated Designs
goods and services shall be deemed a waiver of any different or additional
terms in any purchase order, proposal, quote, or other document furnished by
Buyer, whether before or after Integrated Designs’ delivery of goods or
services, which terms are hereby expressly objected to by Integrated Designs
and shall be of no force and effect.
Acceptance and Cancellation of Orders.
All orders for products must be presented in writing. Orders shall not be
considered accepted unless Integrated Designs expresses its acceptance in
writing or ships the Products ordered.
Integrated Designs reserves the right, at its option and without
liability, to refuse any order, in whole or in part, or to specify an
alternate delivery schedule if orders for any product from all sources
exceed Integrated Designs’ inventory or ability to deliver or if Integrated
Designs determines for any reason in its reasonable discretion that it
cannot fill the order in its usual course of business. Integrated Designs
may allocate available inventory and production in its sole discretion.
Accepted orders may be cancelled by Buyer only if written notice is
provided to Integrated Designs prior to shipment of any part thereof and
only upon payment of such reasonable cancellation charges as Integrated
Designs may request, which may include but not be limited to tooling and
work-in-progress expenses.
Payment Terms.
All payments due to Integrated Designs shall be due net 30 days from
date of invoice, by wire transfer to Integrated Designs’ designated account,
in
Taxes and Duties.
All
prices quoted are exclusive of all taxes and import/export duties
applicable to the Products (including, without limitation, sales and use
taxes, value added taxes, excise, property, customs and similar taxes or
duties).
Any such tax, fee, or charge shall be paid by the Buyer in addition to the
prices quoted or invoiced.
General Terms of Shipment.
All shipments are F.O.B. ex factory or Integrated Designs’ distribution
center, as applicable, unless otherwise specified in Integrated Designs’
order acknowledgement. Risk of loss or damage passes to Buyer upon delivery
of the Products to the carrier by Integrated Designs, and Integrated Designs
shall not be liable for any delays or loss or damage to the Products in
transit. Any claim for damage in
transit must be made directly to the delivering carrier within ten (10)
business days of receipt of shipment. Taxes, duties, freight, and
shipping charges will be invoiced to Buyer and are subject to all terms and
conditions of payment herein.
Compliance with Laws.
Buyer is responsible for compliance with any laws, regulations and legal
authorities applicable to the export, import, transfer, sale or other
disposition of the purchased products, including all applicable U.S. export
control laws and regulations, and shall not export, re-export, or otherwise
transmit, directly or indirectly, any Product, software, technical data, or
other materials received from Integrated Designs, or information which is
the direct product of such information, unless in full compliance with all
applicable laws and regulations, including obtaining any required export
licenses. If Buyer requires Integrated Designs to export products from the
Inspection.
Buyer shall inspect all Products upon arrival and shall give written notice
to Integrated Designs, within five days of arrival, of any claim for
shortage or other nonconformance with the terms of Buyer’s order. If Buyer
fails to give timely notice, all Products shall be deemed to conform to the
terms of Buyer’s order.
Force Majeure.
Integrated Designs shall not be liable or deemed to be in default for
non-performance or delay in performance of its obligations under these Terms
and Conditions or any contract with Buyer to the extent caused by any act of
God or public enemy, war, riot, national emergency, act of terrorism, flood,
fire, epidemic, action of the elements, lockout, strike or labor dispute,
governmental law, regulation or ordinance, court order, executive
decree or order, earthquake, accident, explosion, casualty, embargo or any
other cause beyond Integrated Designs’ reasonable control.
Product Specifications.
Integrated Designs reserves the right to change the design or specifications
of any product or component or to discontinue the manufacture of any Product
at any time. Integrated Designs
will use commercially reasonable efforts to notify Buyers of any decision to
discontinue products or any changes in product specifications affecting
form, fit or function.
Product Warranty.
Integrated Designs warrants that any products manufactured by Integrated
Designs will be free from defects in materials and workmanship under normal
use for a period of twelve months from date of shipment of the product (six
months for repairs). During the
warranty period, Integrated Designs will, at its option, either repair or
replace the defective product or part, if failure is due to the defect in
parts or workmanship. The
foregoing warranty applies only to products manufactured by Integrated
Designs. Products not
manufactured by Integrated Designs are warranted only by the original
manufacturer and only if and to the extent set forth in the original
manufacturer’s warranty or product documentation, if any.
Limited Remedy:
Any breach of the foregoing warranty must be reported prior to
expiration of the warranty period, and the Buyer’s exclusive remedy, and
Integrated Designs’ entire liability for breach of the foregoing warranty,
shall be repair or replacement, at Integrated Designs’ option, of the
non-conforming product or part, if failure is due to the defect in parts or
workmanship. If repair or
replacement is not, in Integrated Designs’ opinion, commercially feasible,
Integrated Designs will refund the purchase price paid by Buyer for the
product in question.
If, upon inspection, the product is shown to have been damaged by misuse or
neglect, including failure to follow product installation or operating
instructions, and the customer desires to have the product repaired,
Integrated Designs will repair the product at its standard repair rates.
Warranty labor repairs will be performed at Integrated Designs’
designated facility, with Buyer responsible for shipping.
IN NO EVENT SHALL INTEGRATED DESIGNS OR ITS SUPPLIERS BE LIABLE TO BUYER OR
ANY THIRD PARTY FOR DAMAGES ARISING OUT OF THE USE OF, OR INABILITY TO USE,
INTEGRATED DESIGNS’ PRODUCTS, OR FOR ANY OTHER DAMAGES WHATSOEVER, INCLUDING
WITHOUT LIMITATION ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT,
EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND.
INTEGRATED DESIGNS’ TOTAL LIABILITY FOR DAMAGES, WHETHER IN CONTRACT
OR IN TORT, SHALL NOT EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE
PRODUCTS COVERED BY THESE TERMS AND CONDITIONS.
TO THE FULL EXTENT ALLOWED BY LAW, THE WARRANTY AND REMEDIES SET FORTH
HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES,
TERMS, OR CONDITIONS, WRITTEN OR ORAL, EXPRESS OR IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING WARRANTIES, TERMS, OR CONDITIONS OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, DURABILITY,
CORRESPONDENCE WITH DESCRIPTION, AND NONINFRINGEMENT, ALL OF WHICH ARE
HEREBY EXPRESSLY DISCLAIMED. WHEN, UNDER APPLICABLE LAW, IMPLIED WARRANTIES
MAY NOT BE EXCLUDED IN THEIR ENTIRETY, SUCH WARRANTIES WILL BE LIMITED TO
THE DURATION OF THE APPLICABLE WRITTEN WARRANTY.
Returns and Restocking Fee.
No returns will be accepted without prior written authorization from
Integrated Designs. Returned products must be shipped freight prepaid and
insured, and a full written explanation for the basis of rejection provided.
Products returned for credit must be in the same condition as when
they were shipped by Integrated Designs and in their original, unopened
packaging. Buyer can be charged a restocking fee for all returned Products
of up to twenty-five percent (25%) of the invoiced price, except that no
restocking fee will be charged for any Products returned under a valid
warranty claim.
Software Licenses.
Buyer is hereby notified that if any Products either constitute or comprise
computer software, Buyer will be deemed to have agreed to the terms of any
applicable software licenses by installing or using the software or opening
its packaging.
Finance Charges and Collection Expenses.
Any amounts due to Integrated
Designs that are not paid on the due date therefor shall bear interest, from
the date due until paid in full, at a rate equal to the lower of one
and one-half percent per month or
the highest legal rate, compounded monthly. If Integrated Designs
deems it necessary or appropriate to refer an account to an agent or
attorney for collection, all costs and expenses of collection (including,
without limitation, reasonable attorney fees) will be charged to Buyer’s
account and will accrue interest at the rate stated above. Integrated
Designs may setoff against any sum otherwise due from Integrated Designs to
Buyer or its affiliates any sums or amounts then due from Buyer and
its affiliates to Integrated Designs and its affiliates.
Governing Law.
These Terms and Conditions, and any disputes which may arise out of
deliveries from Integrated Designs to Buyer or any other transactions or
agreements to which these Terms and Conditions apply, shall in all respects
be governed by and interpreted, construed and enforced in accordance with
the laws of the State of Texas without giving effect to any choice of law or
conflict of law provision that would cause the application of the laws of
any other jurisdiction. To the extent and in the event the United Nations
Convention on Contracts for The International Sale of Goods could be
applicable by operation of the laws of Texas, the Parties hereby opt out of
the application of the Convention and any applicable international discovery
and service of process conventions shall not be applicable.
Buyer consents to the jurisdiction of any court located in the State
of
Amendment.
These Terms and Conditions may be amended or modified by Integrated
Designs in whole or in part at any time by delivering notice of such
modified Terms and Conditions to Buyer.
Miscellaneous.
The rights and remedies of Integrated Designs herein are cumulative
and in addition to all other rights and remedies available at law or in
equity. Any failure to enforce any provision of these Terms and Conditions
may not be construed as a waiver of such provision or any other provision
nor of the right to enforce such provisions.
The invalidity, in whole or in part, of any provision hereof shall
not affect the remainder of the provisions. Any waiver or renunciation of a
claim or right arising out of breach must be in writing and signed by the
injured party. The headings to the paragraphs of these Terms and Conditions
are for convenience only, and may not be used in the interpretation hereof.
An Equal Opportunity Employer M/F/H/V