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Customer Terms and Conditions
Because our expertise and investment in people, processes
and equipment is extraordinarily high, as it needs to be in order to meet the
needs of our customers, we can not do business on standard terms and
conditions that are posted or sent routinely by customers. We attempt to
continuously inform customers, by separate letter or acknowledgement, or by
marking on purchase orders, of certain conditions which we do not accept.
However, THE FOLLOWING PROVISIONS SHALL APPLY IN EXPRESS DEVIATION OF THE
RESPECTIVE CLAUSE OF ANY PURCHASE ORDER, ANY TERMS INCORPORATED THEREIN OR
ANY OTHER SOURCING AGREEMENT, RELEASE OR WEB SITE POSTING, WHERE APPLICABLE.
Those conditions continue to be rejected if they are again contained or
referenced directly or indirectly in a purchase order. In addition, we may
have separate agreements covering the items covered by, or capital invested
in order to cover, a purchase order. These agreements are also incorporated
herein and inconsistent terms are excluded or controlled by such contracts
when addressed therein. Pricing that has been established based on
anticipated production volume is subject to unilateral change by The Intec
Group, its subsidiaries and affiliates if volumes are not met, whether or not
prices are stated as firm. Any right asserted by a customer to change the
specifications or other characteristics of a component, unilaterally change
the price or payment terms, including the right to terminate for convenience
or based upon a lower price quoted or given by a competitor or claim a right
to extend an existing accepted P.O. or other contractual commitment while
still retaining a binding contract or requiring us to supply the component at
the changed requirements or set price is not accepted and specifically
rejected. In the event a material cost has materially escalated since setting
of the price of a component, The Intec Group, its subsidiaries and affiliates
may request a new price be set and if no agreement on a new price is reached
after six months from such request, The Intec Group, its subsidiaries and
affiliates may terminate the contract at any time thereafter on 30 additional
days notice, without further responsibility or liability. Indemnities, for
patent violations or otherwise, which are based on designs or specifications
not originated by us are excluded as are indirect or consequential damages.
ANY WARRANTY OF FITNESS FOR A SPECIFIC PURPOSES IS EXPRESSLY DISCLAIMED as
are warranties as to quality of material where the material, or supplier of
the material, have been specified by the buyer, warranties for failing to
comply with laws, other than the laws of the United States and warranties
incorporated by reference to requirements of other entities. Our obligation,
whether in the case of defect, failure, line shut down or upon a recall, is
limited to replacement of defectively manufactured parts and reasonable
sorting costs when such defects are found. Terms contained in any purchase
order which are illegible are rejected. All terms purporting to establish or
requiring the establishment of a security interest in our inventory or any
other property are also rejected. Terms which purport to establish exclusive
jurisdiction or choice of law for settlement of disputes, confidentiality,
exclusivity in dealing or ownership or a right to acquire ownership of
information, ideas, materials, tools, equipment or property of any sort or
processes are rejected unless specifically set forth on the face of a
purchase order and not by way of some automatically generated term or
reference. Terms purporting to give a right to access to or inspection of our
books and records, financial or otherwise, premises or processes are
completely excluded as are terms purporting to establish a blanket right to
terminate any or all of an arrangement based upon control or change of
control. All shipments made are in express objection to terms rejected hereby
and with full reservation with respect thereto. These conditions can only be
varied by a writing signed by our CEO, President, CFO, or other duly
authorized officer of The Intec Group, its subsidiaries and
affiliates which expresses an intent to vary these conditions.
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