AQM Acquisition Group DBA Finna Sensors
Terms and Conditions
APPLICABILITY: This document is an offer to sell the goods and services described on the face hereof only according to the terms and conditions contained herein. Buyer’s order for such goods and services shall constitute an acceptance of this offer on these terms and conditions.
PRICES: Prices quoted are F.0.B. Point of Origin (Seller’s facility in Rancho Cucamonga, California), are in US dollars and are subject to change or withdrawal prior to acceptance by Buyer, unless stated to be firm for a definite period.
TERMS OF PAYMENT: On approved credit accounts, all invoices are due and payable in full thirty (30) days after date of invoice, unless other terms are specified by Seller. No discounts are authorized. If in Seller’s judgment, the financial condition of Buyer at any time does not justify continuation of the work called for, or shipment on the terms of payment originally specified, Seller may require full or partial payment in advance of delivery. In the event of Buyer’s insolvency, adjudication or filing of voluntary petition of bankruptcy, assignment of benefit of creditors, or subjection of any substantial portion of Buyer’s property to any attachment, execution or similar lien not removed within ten (10) days by Buyer, Seller shall be entitled to cancel any order then outstanding and shall receive costs to the time of cancellation.
DELIVERY: Delivery dates are approximate and represent the best estimates of the time required to make shipment, based upon prompt receipt of all necessary information from Buyer. Seller shall endeavor to make delivery within the specified time, but shall not be liable for delay or non-delivery due to acts of God, acts of civil or military authority, priorities, fire, wind-storm, riot, war, embargo, strikes, explosion, accident, flood, drought, earthquake, sabotage, disputes with workmen, lockouts, slowdowns, factory or labor conditions, pandemics, transportation conditions, inability to secure adequate material or labor, or any cause beyond its reasonable control. Seller reserves the right to allocate inventories and current production when Government regulations or other causes make such action necessary. In no event shall Seller be liable for special or consequential damages resulting from its failure to meet delivery schedules.
TAXES: Applicable taxes, such as federal, state, local, excise, sales and similar impositions, will be billed to Buyer as separate items on Seller’s invoice, unless a satisfactory tax exemption certificate has been furnished prior to shipment. Where taxes are required by law to be included in the price of merchandise, they will be quoted.
PACKAGING AND SHIPMENT: Products to be shipped by Seller will be packaged for domestic shipment in accordance with standard commercial practices. The F.O.B. Point is Point of Origin, Freight Collect (Seller’s facility in Rancho Cucamonga, California) unless other shipping point is designated, on the face hereof. In the absence of specific shipping instructions, the method of shipment will be determined by Seller. Seller will declare full invoice value.
WARRANTY: FINNA SENSORS (“Warrantor”) warrants to the original purchaser each product manufactured by it to be free from defects in material and workmanship. Warrantor’s liability under this warranty is limited to repairing or replacing, at its option, such product or any part thereof which is returned to the Warrantor, with transportation charges prepaid, within one year (or such other period of time specifically identified on the project of specific product warranty) from the original date of delivery to the original purchase, where Warrantor’s examination discloses a defect within the limits of this warranty. In no case shall Warrantor’s liability exceed the original purchase price.
Past due invoices that exceed ninety (90) days from the date of invoice or equipment which has been subject to abuse, misuse, accident, alteration, neglect, or equipment the cases of which have been opened are not covered by this warranty.
THIS WARRANTY IS IN LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR MERCHANTABILITY AND/OR FITNESS FOR ANY PARTICULAR USE OF PURPOSE. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE OF THIS REPAIR OR REPLACEMENT WARRANTY. Warrantor expressly disclaims any liability for any consequential or incidental damages arising out of or relating to the use of any product. Warrantor reserves the right to discontinue or modify any items in its product line, without notice. In the event of modification, Warrantor shall have no obligation to make identical or similar modifications to products previously sold.
RETURN: Within 30 days of receipt of your order, you may return products that: are in their original packaging; have original manufacture information; are not used, installed, or disassembled; are not damaged due to incorrect installation; and do not have missing parts, hardware or instructions. Once we have received your return, conducted an inspection of the return, and verified that your return meets the above guidelines, a full refund for the parts sales amount will be issued less the 20% restocking fee. All applicable sales taxes will be refunded. Shipping charges are non-refundable.
PATENT INDEMNITY: With respect to the products purchased by Buyer in response to this offer, Seller agrees (1) to assume the defense of any suit brought against Buyer for infringement of United States Letters Patent arising solely from use and/or sales of said specific products (2) to defray the expense of such defense, and (3) to indemnity Buyer against any money damages and/or costs awarded to such suit provided (a) the Seller be given exclusive control of the defense of such suit and all negotiations relative to the settlement thereof, (b) that the liability claim shall have arisen solely because of the Seller’s selection as to the design, composition or manufacture of said products (c) that Buyer shall have made all payments then due, and (d) that Buyer promptly inform Seller in writing of any claim with respect to which Seller assumes responsibility hereunder. If said products or any part thereof are supplied according to designs furnished by Buyer, Buyer agrees to defend at its own expense and to pay costs and damages awarded in any suit brought against the Seller for infringement of any United States Letter Patent that results from or is caused by the use such designs, provided that the Buyer is promptly notified in writing and given authority, information and assistance for the defense of such suit. The patent indemnity states that the entire liability of Seller for patent infringement by said products or any part thereof and is in lieu of any other patent indemnity, expressed, implied or statutory, and no agreement altering it will be binding upon Seller unless in writing and signed by a duly authorized officer or representative of the Seller.
ASSIGNMENT: No assignment by Buyer of any contract or purchase order for products hereunder shall be binding on the Seller without the Seller’s written consent thereto.
FAIR LABOR STANDARDS ACT: Seller certifies that the products furnished to the Buyer have been or will be produced in compliance with all applicable requirements of Sections 6, 7, 12 and 15 of the Fair Labor Standards Act of 1938 as amended.
EQUAL OPPORTUNITY: Seller certifies that he complies with all provisions of Executive Order 11246 of September 24, 1965 and Executive Order 11375 of October 13, 1967 and has in effect an acceptable affirmative action program.
GOVERNMENT CONTRACT PROVISIONS: Where Seller acts as a subcontractor under a prime contract with the United States Government and the Buyer’s purchase order bears a government contract number, Seller agrees to accept such provisions of the Buyer’s prime contract as are required to be passed on to a subcontractor by Federal status, executive order, or published regulations of the Government contracting agency, provided that such provisions are specifically referenced to the Buyer’s order. Seller may at this option require the Buyer to furnish a copy of such contract provision prior to acceptance thereof.
CHANGES: Any additions, deletions or modifications of these terms and conditions shall not be binding on the Seller unless accepted and approved in writing by the Seller at its office at Rancho Cucamonga, California.
APPLICABLE LAW: The Uniform Commercial Codes as enacted in the State of California shall apply to and govern all controversies arising out of these terms and conditions.