sales terms and conditions
This quote is expressly limited to and made conditional upon Buyer’s acceptance of the terms and conditions contained herein, if any, previously furnished to Buyer by Lin Engineering. Any of the Buyer’s terms and conditions which are in addition to or different from those contained herein which are not separately agreed to in writing (except additional provisions specifying quantity, description of the products ordered and shipping instructions) are deemed material and are hereby objected to and rejected. Objection to any terms and conditions contained herein shall be deemed to have been waived if written notice of such objection is not received by Lin Engineering within ten days of the date of this acknowledgment. Buyer will in any event be deemed to have assented to all terms and conditions contained herein if any part of the products described herein is accepted. Buyer acknowledges that the prices stated are predicated on the enforceability of these terms and conditions, and on the Limited Warranty and Returns and Limitation of Actions and Liability provisions below, that the price would be substantially higher if Lin Engineering could not limit its liability as herein provided and that Buyer accepts these provisions in exchange for such lower prices.
2. LIMITED WARRANTY AND RETURNS
All customers must follow Lin Engineering RMA process. Customers must fill out the RMA form online. The product can only be returned with an RMA# issued by Lin Engineering. Please see http://www.linengineering.com/LinE/contents/stepmotors/RMA_Policy.aspx. Special products modified by Lin Engineering cannot be returned for credit unless prior approved by Lin Engineering. Standard products are subject to are-stocking fee which will be determined by Lin Engineering and can only be accepted 30 days from the date of purchase. Please note that specifications, quality, and delivery of customer supplied parts are the responsibility of the Buyer and not Lin Engineering.
3. LIMITATIONS ON ACTIONS AND LIABILITY
The statute of limitations applicable to all claims arising under this agreement shall be one year from the date the claim accrues. The maximum liability, if any, of Lin Engineering for all damages, including without limitation of contract damages with respect to the products, or any services in connection with the product, is limited to the price of the products. In no event will Lin Engineering be liable to the buyer for any incidental, consequential, or special damages, including without limitation, lost revenues and profits, even if it has been advised of the possibility of such damages.
4. PRICES, TERMS, AND SHIPMENT
The prices for the products may be adjusted by Lin Engineering to prices in effect at the time of shipment. All prices are net 30, no cash discount is allowed unless otherwise specified by Lin Engineering. Payment terms may be changed at any time by Lin Engineering with or without notice. Interest on all past-due accounts shall accrue and shall be payable by the Buyer to Seller at the maximum rate of interest allowed by law. The buyer further agrees that receipt of the product implies receipt of the invoice. All shipments under this order shall be made F.O.B. Lin Engineering’s plant unless otherwise specified. The buyer shall assume freight charges and risks of transportation, including delay, damage, and loss unless otherwise specified by Lin Engineering. In the absence of specific instructions, Lin Engineering reserves the right to select a carrier and to specify the routing of all shipments. Shipment and delivery of goods and performance of work should at all times be subject to the approval of Lin Engineering’s credit department and Lin Engineering may at any time decline to make any shipment or delivery or perform any work except upon receipt of payment or upon terms and conditions or security satisfactory to Lin Engineering.
Claims for shortages must be made by Buyer within 24 hours of its receipt of shipment. Lin Engineering will not be responsible for any claims for shortage not reported within that period.
6. DELIVERY SCHEDULES, FORECASTS, AND CONTRACTS
The promised delivery date is the best estimate possible of when the products will be shipped. Lin Engineering shall not be liable for any loss, damage, incidental or consequential damages due to delays. In the case of deliveries scheduled to be made over an extended period, the price to be paid by Buyer shall be that price in effect at the time of the shipment. Forecasts will only be built to if there is a signed contract in place. Acceptable contracts are: Blanket Orders with at least 6 months of the rolling forecast, Evergreen Contract, Kan Ban Contract, JIT Contract, and Safety Stock Contract. Lin Engineering requires that all stock and forecasted finished goods requested by Buyer be taken by Lin Engineering’s fiscal year-end of December 31st, where Lin Engineering will ship all finished goods in stock by December 24th of each year; in which case all stock will be replenished by Lin Engineering as long as a new contract is in place.
7. DELIVERY SCHEDULE CHANGES AND CANCELLATION
Please note that Lin Engineering requires 90 days notice from Buyer in case of delivery pull in or push out requests. If 90 days cannot be provided then Buyer will be responsible for the payment of expedite fees that accrue due to overtime and air shipping. Orders may only be canceled with Lin Engineering’s written approval. In the event of cancellation of an order incorporating special material, parts, components, etc., Buyer shall pay: (a) the contract price of all completed items; (b) that portion of the contract price that is equal to the degree of completion of products in process, effective on the date notice of cancellation is received; (c) the cost of any material and supplies which Lin Engineering shall have purchased to perform and which cannot be readily resold or used for other or similar purpose; and (d) charges for cancellation of tool orders or tool removal charges.
8. GOVERNING LAW
All orders shall be construed, interpreted and the rights of the parties determined in accordance with the laws of the State of California.
9. ENTIRE AGREEMENT
This instrument contains the entire agreement of the parties relating to the subject matter hereof and may not be waived, changed, modified, extended or discharged orally but only by an agreement in writing and signed by the party against whom enforcement of any such waiver, change, modification, extension or discharge is sought. Further, this agreement cannot be superseded by any local agreement. If language is contradictory, this agreement, Sales, Terms, and Conditions of Lin Engineering, Inc., will prevail.