ECRI Microelectronics

Term & Conditions

ECRIM'S TERMS & CONDITIONS OF SALE

1. ACCEPTANCE - (a) These terms and conditions constitute the entire agreement between the parties with regard to the subject matter hereof, and supersede all oral or written agreements and understandings, and, to the extent permissible by law, supersede all statutory provisions regarding scope and duration of Seller’s warranties and the availability of remedies, with regard to such subject matter.  No additions to or modifications of Seller‘s terms and conditions shall be binding upon Seller unless agreed to by Seller in a signed document executed by an authorized representative of Seller. (b) If a purchase order or other communication from Buyer includes any term or condition contrary to, or in addition to, the terms and conditions stated herein, Buyer’s acceptance of the products and services which are the subject hereof, after receipt of notice of these terms and conditions from Seller, shall constitute Buyer’s complete and unconditional assent to the terms hereof notwithstanding anything to the contrary in any such earlier purchase order or communication, unless Buyer clearly instructs Seller in writing, prior to acceptance, to cancel the order. (c) Buyer’s communication of contrary or additional terms, however phrased, shall be construed as an offer to supplement and/or amend, and not as a rejection of, Seller’s terms and conditions.  Such offer to supplement and amend shall be deemed rejected unless accepted by Seller in the manner set forth above in the second sentence of paragraph (a).

2. PRICES AND SHIPMENT - All prices are EXW (Ex-Works) for domestic shipments and FCA (Free Carrier, named place) for international shipments. Buyer shall pay all costs of shipment and insurance. Seller shall pack, mark and ship all goods and supplies in accordance with the requirements of the order and shall, in the absence of written agreement to the contrary, secure at its discretion the most advantageous service and rates consistent with the order. Early deliveries shall be acceptable. Any request by Buyer for a specific freight carrier must first be approved by Seller.

3. TAXES AND DUTIES - Unless separately stated, all prices are quoted, all orders accepted and all billings rendered exclusive of all federal, state and municipal taxes of any kind. Seller will not report, collect or pay any tax or duty which may be imposed on Buyer and Buyer shall report and pay all such imposed taxes.

4. PAYMENT AND TITLE - Payment terms are payment before delivery or
 T/T 60 days  unless otherwise specified in Seller's offer.  Title to goods shall pass to Buyer at Seller's stated delivery point.

5. CHANGES - Buyer may, at any time prior to the delivery date of this order, make changes, by written order, within the general scope of this order in any one or more of the following: (a) drawings, designs or specifications where supplies to be furnished are to be specifically manufactured for the Buyer in accordance therewith; (b) method of shipping or packing; (c) time and place of delivery; or (d) customer furnished material or equipment. All changes must be agreed to in writing by the Seller prior to the effectivity of such changes. If any changes cause an increase or decrease in the cost of, or work/delivery schedule for the performance of the work under this order, an equitable adjustment in the price or schedule, or both, shall be negotiated and the order modified accordingly prior to the effectivity of such changes.

6. PRODUCT CHANGES – When the product is manufactured per Seller’s design, Seller reserves the right to make changes in the design of such product, due to Buyer-initiated specification changes, without incurring any obligation to make equivalent changes in any such products previously manufactured or delivered by Seller.  Buyer is responsible for all costs associated with Buyer-initiated specification changes, including but not limited to, material and documentation costs. For Seller’s catalog and standard products, Seller shall maintain Material Review Board (MRB) authority and reserves the right to make changes to parts, materials, processes, testing methods and place of manufacture without prior notice to Buyer.

7. CUSTOMER FURNISHED MATERIAL - Seller shall not be liable for any loss or damage from any cause whatsoever, except for gross negligence or willful misconduct on the part of the Seller, to property owned by Buyer and furnished to Seller or to other material furnished to Seller, and the risk of  loss for material furnished to or left with Seller shall remain with Buyer.

8. FIXTURES AND TOOLS - Seller's means of manufacture, and title to fixtures and tools required for performance of this order, are property interests of Seller and shall remain as such upon completion of the order. Invoices for setups, fixtures or tools do not convey any title to Buyer, unless so specified in the order. Special tooling or special test equipment required specifically to fulfill Buyers requirements will also become Seller's property, unless specifically identified as a deliverable line item.

9. INSPECTION AND ACCEPTANCE OF GOODS – (a) Any inspection required as part of this order shall be limited to final inspection only, unless provisions for in-process inspections have been specifically agreed to by Buyer and Seller, and delineated in the order. In any event, such in-process inspection shall be on a non-interference basis only and subject to any applicable export control requirements. Such inspection may be at Seller's facility but shall not include any areas or processes which are proprietary to Seller.  Seller may assess a standard charge for such in-process inspection.  (b) Acceptance of goods shall occur within thirty (30) days after delivery to Buyer.  Failure to inspect and reject nonconforming items within thirty (30) days and notify Seller of same in writing within that period shall be deemed acceptance by Buyer with full responsibility for payment.

10. PATENT RIGHTS - Patent rights in any inventions or discoveries made by Seller, Seller's employees or persons under Seller's control, under this order, including title to and rights under any patent application or patent which may issue thereon throughout the world, shall reside solely with Seller, together with exclusive power to determine whether or not and where a patent application shall be filled, and disposition of any rights there-under.

11. DATA - Sales of goods or performance of any work under this order does not convey any rights of license to Seller's proprietary data used or developed in the course of the order. Any data required to be delivered is limited to that data expressly identified on the face of the order as a deliverable item. Deliverable data will be marked with the appropriate legend/stamp to reflect restrictions as applicable. The Seller and Buyer will enter into a Non-Disclosure Agreement (NDA) prior to exchange of proprietary data and shall not release this data to a third party, except as required for performance of this order (and then only under an NDA with such third party).

12. AUDITS - Seller considers the financial information supporting the cost and pricing data, if submitted as part of this order, to be sensitive and proprietary and, therefore, not subject to audit by Buyer. Any required audits shall be performed only by authorized representatives of the Defense Contract Audit Agency, unless otherwise agreed to by Seller in writing.  Cost and pricing data will only be submitted when required by FAR regulations.

13. CONFIDENTIAL INFORMATION AND PROPERTY -  Buyer shall keep confidential, and otherwise protect from disclosure, all data and information, regardless of form, including, but not limited to, drawings, specifications, plans, samples and property obtained from Seller in connection with the order.  Buyer shall not disclose any such information relating to the order to any person not authorized by Seller.  Buyer shall use the information and property supplied by Seller only in the performance of the order.  Nothing contained herein shall grant Buyer any ownership in or rights to any such information or property furnished, except as otherwise specifically agreed to in writing.  In the event of a conflict between the terms of this provision and a separate applicable Non-Disclosure Agreement (NDA) between Buyer and Seller, the terms of the NDA shall control.

14. FORCE MAJEURE - Seller shall not be held responsible for any failure of performance or failure to make delivery of all or any part of the goods purchased under this order due to federal, state or municipal action, statute, ordinance or regulation, strike, or other labor trouble, fire damage to or destruction in whole or part of merchandise or manufacturing plant; or any other cause, act of God, contingency, or circumstances within or without the United States, which hinder the manufacture or delivery of goods.

15. ASSIGNMENT - This order shall not be assigned or transferred by Buyer without the prior written consent of the Seller.

16. SELLER'S RIGHT TO TERMINATE FOR DEFAULT - The Seller at its option, may terminate this order for default if any of the following acts of default occur: (a) Buyer's payments are in default; (b) Buyer breaches any material provision of this order; or (c.) Buyer becomes insolvent or a petition under any bankruptcy act or similar statute is filed by or against Buyer and is not vacated within thirty (30) days after such filing. Such termination for default shall be effective upon receipt by Buyer of a written notice of termination for default issued by Seller.

17. ORDER OF PRECEDENCE – In the event of any inconsistency or conflict between or among the provisions of this order, such inconsistency or conflict shall be resolved by the following descending order of preference:   (a) Special Terms and Conditions, if any;  (b) General Terms and Conditions;  (c) Statement of Work;  (d) other incorporated or referenced documents; and (e) Specifications attached hereto or incorporated by reference.

18. OBSOLESCENCE -  Seller makes no guarantee or warranty regarding future obsolescence and shall not be liable for any damages, direct, indirect or consequential, for the obsolescence of a device or component.  Further Seller shall not be liable for any costs to retrofit or redesign product that is out of warranty.  Where replacement of an obsolete part may be achieved with an interchangeable component part, and the cost of that interchangeable part is the same or less than the obsolete part, Seller may incorporate that part in the future manufacture or repair of Sellers component or custom device.  Where the obsolete component part is NOT interchangeable and /or the obsolete component part requires any redesign to accommodate a substitute or replacement component, Seller and Buyer will negotiate a reasonable price to manufacture, qualify, test, retrofit, or repair Seller’s components or custom devices.  Seller shall not be liable for consequential expenses encountered in any termination, partial termination, or extension of a contract due to obsolescence.