These “Terms and Conditions of Sale” are hereby incorporated into the quotation,
invoice, order acknowledgment or other document to which they are attached. All purchases by Buyer and sales by San-tron are expressly conditioned upon the acceptance of the Terms and Conditions of Sales. San-tron objects to and rejects any Terms additional to or different from the
Terms and Conditions of Sale that may appear in Buyer’s purchase order, acknowledgement, confirmation, or in any other communication from Buyer to San-tron, unless such Terms are expressly agreed to in writing and signed by San-tron.
Unless stated otherwise in San-tron’s quotation, prices are F.O.B Ipswich, MA, USA. Prices are subject to change and San-tron reserves the right to increase prices upon 30 calendar days written notice to Buyer. All current and open backlog of unshipped orders will be adjusted to the new price 30 days from the notification date. Quotations expire 30
calendar days from date issued unless stated otherwise in the San-tron quotation. Buyer agrees not to disclose to any third party; prices, delivery times, technical information or other documentation accompanying quotations. Prices are exclusive of all city, state and federal taxes. Wherever applicable, tax or taxes will be added to the invoice as a separate charge to be paid by Buyer.
San-tron will use reasonable efforts to meet Buyer’s requested delivery date, but does not guarantee a specific delivery date. No loss or damage suffered by Buyer will be assumed by San-tron for any cause or beyond San-tron’s control including but not limited to: fires, floods, accidents, weather related events, disease, riots, acts of God, war, government interference, embargoes, , strikes, labor difficulties, or compliance with any law, statute, ordinance, regulation, policy, order or request of any federal, state, provincial or local government unit, or any officer, department, agency, or committee thereof, that effect San-tron’s production schedules. All shipments made by San-tron may be within 10% over or under the quantity ordered by Buyer. Price for order will be adjusted accordingly by the overage or underage quantity. San-tron reserves the right to make delivery in installments upon notification to Buyer. Shipment installments will be invoiced separately and paid for when due, without regard to later deliveries.
Orders may not be cancelled, rescheduled or returned, without San-tron’s prior written consent.
Terms and Conditions are F.O.B. Ipswich, Massachusetts Net 30 days, unless otherwise mutually agreed upon in writing. Invoices not paid when due will bear interest to date of payment at the annual rate of eighteen (18%) or such lower rate as may be the maximum permitted by law. If customer fails to make payment when due, San-tron may pursue any legal or equitable remedies, in which event San-tron will be entitled to reimbursement for costs of collection and reasonable attorney's fees. Orders accepted by San-tron are non-cancelable and non-refundable unless expressly agreed to in writing and signed by San-tron.
Payment by Buyer of any "tooling charge", “engineering charge” or other similar expense will not vest any right or title in Buyer. San-tron will have unrestricted right and authority to produce, use and/or sell identical product or services to others unless expressly agreed to in writing and signed by San-tron.
Buyer hereby agrees to comply fully with all applicable U.S., E.U. and other National sanctions and export control laws and regulations, including those regulations maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), Department of State, ITAR Regulations, and the U.S. Commerce Department’s, Bureau of Industry and Security. Buyer covenants that it will not directly or indirectly sell, or otherwise dispose of any product, services, or technology received from San-tron under this Contract to any person, entity, or destination, or use prohibited by the laws or regulations of the United States without obtaining prior authorization from the government authorities, including but not limited to the Dept. of State and/or Dept. of Commerce, as required by those laws and regulations.
Each party hereunder warrants compliance with all applicable U.S. anti-bribery and corruption laws and regulations including, but not limited to, the U.S. Foreign Corrupt Practices Act (FCPA). Each Party agrees to defend, indemnify, and hold harmless the other Party from any claims, costs, liabilities, penalties, obligations, and damages such other Party may incur.
San-tron warrants that for a period of one year from date of shipment that (1) products will meet the San-tron specifications for the products in force on the date of shipment and (2) products will be free from defects in material and workmanship. San-tron’s sole liability for any breach of warranty is expressly limited to the repair, replacement or credit, at San-tron option. Any disassembly or modification of the product or use or storage under conditions exceeding specification limits voids this warranty San-tron, Inc. Under no circumstances does San- tron accept liability for any damages, consequential damages or other costs resulting from the use of our products.
Approval, in the form of a returned material authorization (RMA), is required before return of any product to San-tron. Buyer’s claim for labor, rework, shipping or other expenses will not be allowed without prior written authorization by San-tron. If returned products are determined to be defective after inspection at our facility, Buyer’s claim of warranty shall be accepted and remedied as specified in the preceding paragraph, Warranty. Any material returned without a RMA will not be accepted.
In no event shall either party be liable to the other or to any third party for the cost of procuring substitute goods or services, lost profits, loss of use, or any other consequential, indirect, or special damages, whether under contract, tort, warranty or otherwise, that arise in any way out of this or any other related agreement.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
This contract shall be governed by and construed in accordance with the law of the state of Massachusetts.