TERMS AND CONDITIONS OF SALE
1. GOVERNING PROVISIONS:
The following terms and conditions of sale apply to all quotations made and purchase orders entered into by the seller’s (SEMPAC of Oregon Inc. [hereinafter referred to as “SEMPAC”]) acceptance of the Buyer’s order. Such acceptance is made only with the express understanding and condition that insofar as the terms and conditions of this acceptance conflict with any of the terms and conditions of the Buyer’s order, the terms and conditions stated herein in this acceptance and no others, govern the entire transaction of sale without written acknowledgment by the Buyer. The failure of the Buyer to object in writing within ten (10) days from the receipt thereof, shall constitute acceptance hereto. No additions or modifications of any terms and conditions hereof shall be effective unless made in writing and signed by SEMPAC.
Quotations are valid for 30 days unless otherwise stated. Our standard quotations are based upon a specific quantity of parts per shipment. All pricing is in US dollars (USD). If the quantities shipped are changed by the Buyer after the Purchase Order has been accepted, we reserve the right to reprice the parts at the price that would have been charged for the quantity level actually shipped in accordance with the quotation.
3. PRICE CHANGES:
SEMPAC reserves the right to change its price, without notice, prior to the acceptance of the Buyer’s purchase order, unless SEMPAC has issued a firm price quotation that specified an expiration date.
4. PURCHASE ORDER MODIFICATIONS:
An accepted purchase order may not be varied, modified, or changed without written approval of SEMPAC. Orders are not deemed accepted and will not be processed without the receipt of the original Purchase Order.
5. TOOLING AND NON-RECURRING ENGINEERING CHARGES:
Buyers who order a new designed part(s) will be assessed a one-time Non-recurring engineering (NRE) and/or tooling charge. Said charge does not constitute the purchase of the engineering design or tooling. All such tooling or engineering designs will remain the property of SEMPAC. This includes all CAD drawings, artwork, special fixtures, engineering specifications, or other process related specifications that are unique to SEMPAC’s manufacturing process. All tooling and engineering designs or process specifications are considered valuable intellectual property and solely owned by SEMPAC. Even though they may be reserved for the Buyer’s exclusive use, SEMPAC will not be obligated to retain such tooling beyond three (3) years after its last date of use. Charges for NRE, tooling or other set-up charges specified in quotation are considered earned at the acceptance of the quote by the Buyer and are nonrefundable.
6. FREIGHT CHARGES:
Unless otherwise agreed by the parties, goods are delivered by SEMPAC FOB Beaverton, Oregon, United States to the Buyer’s shipping address exclusive of duty, insurance, taxes, and VAT. The cost of freight and transit insurance will be billed to the Buyer, either collect or prepaid. All shipments will be uninsured, unless Buyer instructs SEMPAC otherwise.
7. SHIPPING DATES:
Shipping dates are approximate and represent SEMPAC’s best judgment at the time of issuance of a quote. Actual shipping dates will be confirmed within 5 day of receipt of Buyer’s purchase order.
SEMPAC shall not be held liable for any delay in shipment or delivery of products or for damages suffered by the Buyer when such delay is directly or indirectly caused by, or in any manner arises from, fires, floods, accident, riots, wars, labor disputes, shortages of materials, delays of carriers or suppliers, acts of God, or other causes of delay beyond the reasonable control of SEMPAC, including any regulations of the U.S. Government or any of its departments.
9. CANCELLATION PRIOR TO SHIPMENT:
If an order is terminated for any reason, Buyer shall be liable for all material and labor costs incurred by SEMPAC, including but not limited to, cancellation costs to suppliers for special materials, tooling, work in progress, and finished Goods, if any, together with any identifiable incidental and consequential expenses incurred in fulfilling the order. In all cases, said cancellation fee will not be greater than the amount of Buyer’s outstanding balance of their purchase order.
10. ANY AND ALL CLAIMS:
Any and all Claims of any kind, which include but is not limited to: out of specification products, shortages or damage in transit, etc. , shall be valid only if made in writing and if received by SEMPAC within thirty (30) days after receipt of such shipment.
11. REPLACEMENTS OR CREDITS:
SEMPAC, at its option, will repair or credit any product which is not in accordance with the product specifications set forth in a Buyer’s order as accepted by SEMPAC, but only upon Buyer compliance with all of the following requirements: a) the Buyer giving written notice (e-mail is acceptable written notice) to SEMPAC that the parts are out of specification. The notification must include: the SEMPAC part number, lot number, date of manufacturing and date received by Buyer, b) the Buyer sending samples of the rejected parts to SEMPAC within two weeks of notification of defect discovery, c) acceptance by SEMPAC of both the Buyers notification and upon SEMPAC’s review of the rejected parts to verify that the parts are out of specification, d) SEMPAC’s receipt of the returned parts within thirty (30) days from SEMPAC’s issuances of the RMA number for said product, and e) SEMPAC’s issuance of a Returned Material Authorization (RMA). Products will not be accepted for return unless the Buyer has first obtained from SEMPAC an RMA number. The Buyer shall bear the risk of return shipments and shall retain title until said product has been accepted by SEMPAC.
12. PRODUCTION STANDARDS AND LIABILITY:
Parts and material shall conform to the drawings and specifications referred to herein, and in the absence of incompleteness of the same, shall be in accordance with SEMPAC’s standard tolerances, manufacturing specifications, inspection and procedures. SEMPAC assumes no liability beyond its billing price, nor does it assume any liability for expenses or consequential damages incurred as a result of using its products.
13. TAXES AND DUTIES:
Sales Taxes, VAT, Duties or other governmental charges on the production, sale and/or delivery of any product, materials or goods included in the order are the sole responsibility of the Buyer. SEMPAC will not prepay these items. All orders are either FCA, DAP or EXW. Buyer is responsible for paying all Taxes and Duties directly to the corresponding tax authority in the US or Country of final destination. SEMPAC will coordinate thru common carriers (FedEx, UPS or DHL) to clear good thru US Customs. An export license is not required to clear US Customs. All good clear US Customs under ECCN: EAR99 and HTS code 8542.90.0000.
14. PAYMENT TERMS:
SEMPAC’s sales terms are net thirty (30) days from date a shipment for Buyer’s with established credit terms with SEMAC. SEMPAC reserves the right to assess a finance charge of one and one-half percent (1.5%) per month (18% annual percentage rate) on all orders which are not paid within thirty (30) days from the invoice date. SEMPAC reserves the right to modify credit terms prior to shipment, or require payment in advance for any shipment by reason of Buyer’s creditworthiness or should Buyer fail to fulfill any obligation when due.
15. ATTORNEY’S FEES:
Should SEMPAC resort to legal proceedings in connection with a collection of any sums due and payable to SEMPAC. The prevailing party in such legal proceedings shall be entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorney’s fees and all of its costs in such legal proceedings from the nonprevailing party. The arbitrator shall be empowered to award such fees and costs as part of the arbitration award.
16. GOVERNING LAW:
The validity, construction, and effect of any order placed with SEMPAC shall be subject to the laws of the State of Oregon where the product is produced.