WOLF’S PRECISION WORKS, INC.
TERMS AND CONDITIONS
(June 14, 2017)
SURVIVAL OF APPLICABILITY. These terms and conditions apply to ALL quotations, purchase orders and/or contracts from or with Wolf’s Precision Works, Inc. (“WPW”) for a customer (“Customer”) to whom they have been provided. They may not be amended by submitting a purchase order or other document that attempts to change, remove, supplement, or expand upon their terms, whether signed by WFW or not.
These terms and conditions CAN ONLY BE MODIFIED OR CHANGED by a written document, signed by an officer of WPW, which states that: “This document is intended to modify the WPW Terms and Conditions dated June 14, 2017”).
PRICES. Prices are firm only for the number of units specified in any purchase order. Prices are specific to the quote being provided, and any pricing contained on previous quotes or Purchase Orders does not carry over unless specifically stated in such quote.
CANCELLATION OF ORDERS. Once a Purchase Order is issued by Customer for a quote provided by WPW, such Purchase Order cannot be cancelled. Should Customer decided not to take delivery, Customer will still be responsible for the full amount stated on such Purchase Order. Should Customer request a cancellation of any Purchase Order previously submitted, WPW may allow such cancellation, in WPW’s sole discretion, upon the payment by Customer of a minimum of (i) a cancellation fee equal to 20% of the amount remaining to be paid under such Purchase Order, (ii) reimbursement by the Customer to WPW of any amounts actually expended by WPW for parts and materials from vendors in order to fulfill such Purchase Order, and (iii) payment to WPW of an equitable sum to compensate WPW for work in progress.
PAYMENT. Notwithstanding the timing provisions for payment agreed upon in any Purchase Order, the obligation for such payment arises in full upon receipt by WPW of a Purchase Order from Customer. Until payment in full is received, the title to any products which are the subject of a Purchase Order remains in WPW. The obligation for full payment shall not be reduced, eliminated, or modified by the inability of Customer to re-sell, consign or otherwise use the products subject to such Purchase Order in any way. Cancellation of Purchase Orders received by WPW is not allowed for any extrinsic reason, except as set out in the following paragraph.
DELIVERY. Delivery will be made FOB at WPW’s facilities in Menlo Park, California, unless otherwise specified on the invoice. The time of delivery is the time the goods to be delivered are tendered to the carrier or to Customer if such goods are to be collected by the Customer. Although title will remain in Connect Components, Ltd. until such time as WPW conveys payment to WPW, from the time of delivery, the Customer will be responsible to and bear the entire risk of loss or damage to the goods. Any dates specified by WPW for delivery of the goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are specified delivery will be within a reasonable time. If for any reason the Customer will not accept delivery of the goods, the risk in the goods will pass to the Customer, the goods will be deemed to have been delivered and WPW will store the goods until delivery whereupon the Customer will be liable for all related costs and expenses.
If for any reason WPW has been unable to deliver the goods on time because the Customer has not provided appropriate instruction, documents, licenses or authorizations, the risk in the goods will pass to the Customer (including for loss or damage caused by the Customer’s negligence; the goods will be deemed to have been delivered; and WPW may store the goods until delivery whereupon the Customer will be liable for all related costs and expenses (including without limitation storage and insurance).
SHIPMENT. In the absence of specific shipping instructions, WPW will ship by the method it deems most advantageous. Transportation charges will be collected at the destination or, if prepaid, will be invoiced to the Customer. Unless otherwise indicated, Customer is obligated to obtain insurance against damage and theft, to the goods being shipped. Unless otherwise specified, the goods will be shipped in WPW’s standard packaging. When Customer requests special packaging, the cost of the same, if not set forth on the invoice, will be billed separately to Customer. Customer agrees to pay the invoice and accept all responsibility and risk for such packaging. WPW’s standard packaging will not be altered by the Customer without WPW’s written consent.
TERMS OF PAYMENT. Unless otherwise specified on the Purchase Order, terms are cleared funds to accompany the Purchase Order, accounts past due will be subject to a monthly charge at the rate of one and one-half percent (1.5%) per month to cover the costs of servicing these accounts. Time for payment shall be of the essence. The Customer cannot assign this obligation without prior consent of WPW and shall be in default of payment without reminder. In the event of non-payment WPW reserves the right to alter terms of payment, suspend credit and delay shipment or pursue any remedies available at law or under agreement. The acceptance by WPW of any payment after the specified due date will not constitute a waiver of the Customer’s obligations to make future payments on the specified dates.
INTELLECTUAL PROPERTY RIGHTS. WPW retains all intellectual property rights in and to all designs, engineering details and other data pertaining to any goods sold or any compilation, assembly, combination, method or process in which any such goods are used as components, except where such rights are expressly assigned under written agreement executed by an officer of WPW.
LIMITED WARRANTY. WPW warrants to the Customer only, that the goods will be free from defects in material and workmanship and will perform to the specification set out in the Purchase Order for the standard warranty period of 12 months from the date of deliver of the goods to the Customer. The liability of WPW hereunder shall be limited solely to replacing or crediting the current purchase price of (at WPW’s option) any defective units which are returned during the warranty period properly packaged and returned to WPW. In no case are goods to be returned without first obtaining permission and a return authorization number from WPW. Goods or parts which have been improperly handled or shipped or which have been subject to abuse, misuse, accident, alterations, neglect, improper or inadequate maintenance, unauthorized repair or improper installation are not covered by this warranty. WPW will make the final determination as to the existence or cause of any alleged defect. No warranty is made with respect to custom equipment or goods produced to Customers custom contract for such custom goods. All warranties conditions and other terms implied by statute or common law are to the fullest extent permitted by law, excluded from the contract.
CUSTOMERS DUTY TO GIVE TIMELY NOTICE OF WPW’S BREACH. Customer agrees to notify WPW in writing within thirty (30) days of Customers discovery of any defective performance, failed performance or other breach of any agreement between the Customer and WPW. Failure of Customer to provide such notice to WPW within this specified period shall constitute a waiver of the defective or failed performance or other application breach by WPW.
LIMITATION OF LIABILITY. WPW will not be liable for any loss, damage or penalty resulting from delay in delivery when such delay is due to causes beyond the reasonable control of WPW, including but not limited to, supplier delay, force majeure, acts of God, labor, unrest, explosion or earthquake. In any such event the delivery date will be deemed extended for a period equal to the delay. WPW’s liability arising out of this transaction is limited to the purchase price paid by Customer and in no event will WPW be liable for any costs of procurement of substitute goods or services by the Customer, or for any special, consequential, incidental or indirect damage, loss or expense (including without limitation loss or profit) relating to or arising out of this agreement, whether the claim is based on contract, negligence, or any other theory of law or equity, under any circumstances whatsoever even if WPW has been advised of the possibility of such damage. Loss or expense without limitation includes any liability that may arise out of third party claims against Customer.
MODIFICATIONS. WPW has the right to make modifications to the specifications of the products provided that such modifications do not affect form, fit or function
RETENTION OF TITLE. Ownership of the products subject to the Purchase Order will not pass to Customer until WPW has received in full all sums due. Until ownership passes Customer holds the goods in trust for WPW and will store the goods separately from all other goods of Customer or any third party in such a way as that they remain easily identifiable. Customer will not destroy, deface or obscure any identifying mark or packaging on or relating to the goods. Customer will maintain the products in a satisfactory condition and will insure the goods (for their full value) on WPW’s behalf against all risks and to the reasonable satisfaction of WPW. Customer will hold any proceeds of insurance referred to above in trust for WPW and not mix them with any other money.
APPLICABLE LAW. All agreements between Customer and WPW shall be governed by and construed in accordance with the laws of the State of California, and Customer accepts the exclusive jurisdiction of the California Courts.
SEVERABILITY. If any of the terms or provisions set forth herein are determined to be invalid or unenforceable, such determination shall not invalidate the remainder of these terms and conditions.