TERMS AND CONDITIONS OF SALE
1. Acceptance and Agreement. No order or quotation is binding on Micross Inc. ("Micross") until an authorized representative of Micross issues to Buyer a written Sales Order Acknowledgement, whose provisions shall include these Terms and Conditions of Sale. The Sales Order Acknowledgement shall constitute the entire agreement between Micross and Buyer relating to the matters set forth therein and supersedes all other communications between the parties, whether written or oral. Any provision or condition of Buyer's order or other document which is in any way different from or in addition to these terms and conditions of sale as incorporated in Micross's sales order acknowledgement are specifically rejected by and shall not be binding upon Micross unless accepted in writing by Micross. No purported modification or waiver of the provisions hereof or of the Sales Order Acknowledgment shall be binding upon Micross for any purpose unless it is contained in a writing signed by a Micross Inc. representative. Buyer's acceptance of the provisions of the Sales Order Acknowledgment including these Terms and Conditions of Sale shall be conclusively presumed if no written objection thereto is received by Micross within ten (10) days from the date of the Sales Order Acknowledgement. Buyer's order for the products ("Products") as evidenced by the Sales Order Acknowledgement shall be referred to herein as "Accepted Order."
2. Changes in Design. Micross reserves the right to make changes in the design of Products, due to Buyer initiated specification changes, without incurring any obligation to make equivalent changes in Products previously manufactured or delivered by Micross, or to similar Micross standard Products manufactured. Buyer is responsible for all costs associated with Buyer initiated specification changes, including but not limited to, material and documentation costs.
3. Changes in Schedules and Other Buyer Delays. No changes may be made in the scheduled deliveries without the written consent of Micross. In the event Buyer requests a change in the scheduled deliveries and Micross approves, Buyer must provide a revised purchase order reflecting the requested change. If Buyer delays in furnishing Micross with technical information, approvals or customer supplied materials, and additional costs are incurred by Micross due to these delays, Buyer shall reimburse Micross for these additional costs if required by Micross.
4. Cancellation. Buyer shall accept all Products as ordered. Cancellation of the order by the Buyer will not be allowed without the written consent of a Micross representative. In the event of an approved cancellation by the Buyer, for any reason whatsoever, in addition to all other charges and damages, Buyer may be required to pay a cancellation fee which will be determined by Micross based on expenditures incurred as of the date of cancellation. Micross reserves the right to cancel any Accepted Order if payments are in default or if prevailing conditions beyond Micross's reasonable control, from any cause whatsoever, make it impossible or impracticable to assure delivery.
5. Payment Terms. Payment is due 30 days from the earlier of the date of invoice or delivery. The amount of credit or terms of payment may be changed or credit withdrawn by Micross at any time. If Micross decides at any time that Buyer's credit has become impaired, Micross shall be entitled, at its option, to decline to make further deliveries on any Accepted Order to Buyer until Micross's receipt of satisfactory security or of cash payments in advance, or to terminate the Accepted Order as to any remaining deliveries, without prejudice to its rights accrued up to the date of any cessation of deliveries or termination of the Accepted Order. Payment shall be made in United States Dollars. If the delivery of Product is delayed by Buyer, date of readiness for delivery shall be deemed the date of invoice and delivery for payment purposes. Buyer is liable on delinquent payments at the lower of the maximum legal rate or the rate of 1.5% per month until paid in full. If collection procedures are required, Buyer shall pay all costs of collection, including but not limited to collection fees, reasonable attorneys' fees, court costs and interest. Each delivery of the Products shall be considered a separate and independent transaction and payment thereof shall be made accordingly. In the event that the Products are delivered in installments, payments shall be made based on the purchase price set forth in the Sales Order Acknowledgement and the percentage of the Products delivered. Any Products held for Buyer shall be at the risk and expense of Buyer. Micross reserves the right to make delivery of the Products and make collection by sight draft with bills of lading attached.
6. Taxes and Other Government Charges. Any licenses or clearances required at the port of entry and destination for the Products shall be obtained and paid for by Buyer. The prices of the Products set forth in the quotation or the Sales Order Acknowledgment issued by Micross are based on F.O.B. Micross's factory and do not include shipping cost, insurance or any applicable federal, state and local duties, taxes or other charges imposed on the manufacture, sale, delivery, shipment or use of any of the Products (including, without limitation, sales, use, shipment, property or value added taxes), all of which shall be paid by Buyer. Any tax or charge that Micross may be required to collect or pay shall either be paid by Buyer or Buyer shall provide to Micross appropriate resale certificate numbers and other documentation satisfactory to the applicable taxing authority to substantiate any claim of exemption from any such tax or charge.
7. Delivery. Partial deliveries are permitted. All Products are sold F.O.B. Micross's factory. Delivery dates set forth in the Sales Order Acknowledgment are approximate and based on Micross's reasonable estimate of dates that the Products will be delivered if Micross timely receives from Buyer all necessary information including, but not limited to, specifications, drawings, testing parameters, package configuration, and customer supplied materials. Micross shall not be liable for any delay or failure in the delivery or shipment of the Products, or for any resulting damages, when the delay or failure is directly or indirectly due to accident (in manufacture or otherwise), errors, omissions, fire, flood, riot, war, embargo, labor stoppages, computer malfunctions, inadequate transportation facilities, regulation by any governmental authority, or any other causes beyond Micross's reasonable control. Moreover, Micross shall have no liability for any liquidated damages or penalty or special, indirect or consequential damages under any circumstances whatsoever. If any contingency occurs, Micross may allocate production and deliveries among Micross's customers. The title to the Products passes to Buyer and Micross's liability as to delivery ceases upon making delivery of the Products to the initial carrier at the delivery point with the carrier acting as Buyer's agent. All Products are shipped at Buyer's risk and expense, and all claims for damages must be filed with the carrier. All shipments will be made by United Parcel Service, DHL, or Federal Express at Micross's discretion unless specific instructions from Buyer indicate an alternate carrier. Buyer shall be liable for detention, demurrage, storage or auxiliary charges assessed by carriers or warehousemen resulting from Buyer's requirements for special service or Buyer's failure to accept delivery in a timely manner.
8. Safety. Buyer agrees to, and to cause others to, follow proper safety rules and use proper safety equipment in connection with its use of the Products; and Buyer agrees to defend, hold harmless and indemnify Micross if Buyer fails to do so.
9. Limited Warranty. Die distribution policy is Micross liability is limited to replacement of defective items. No parts may be returned without prior authorization by Micross. All other divisions of Micross warrant that the Products will be free from defects in materials (excluding customer supplied materials) and workmanship and will conform to Micross's applicable written specifications, under normal use and service or the specified use as agreed upon by Micross and Buyer for two (2) years for product compliant to Mil PRF-38534 and 38535, one (1) year for standard and custom ceramic products as well as one (1) year for standard plastic product following the date of shipment from Micross. The foregoing limited warranty shall not apply to any Products which have been repaired or altered by any person other than Micross or which have been subjected to operating and/or environmental conditions in excess of maximum rated values or have otherwise been subjected to misuse, damage, neglect, accidents, or improper installation or test including without limitation improper packaging of the Products returned to Micross. The foregoing warranty is made in lieu of all other express and implied warranties, including, without limitation, any warranty of merchantability or fitness for a particular purpose. Micross neither assumes, nor authorizes any person to assume for it, any ability not expressed herein, unless such terms are in writing and signed by a Micross representative. The foregoing warranty may be asserted only by Buyer, and not by Buyer's customers or other third parties. Micross's obligations under the limited warranty are limited to replacing, repairing, or issuing credit at the original sales price, at its option, any of said articles which shall, within the limited warranty period, be confirmed to be defective by Micross.
10. Returns. Die distribution policy is that any shortage or rejection of material must be claimed within 30 days of receipt. All other divisions of Micross policy is that should any Product not conform to such specifications due to a defect in material (excluding customer supplied materials) or workmanship, Micross shall accept returns during the applicable warranty period, which must be accompanied by a valid Micross Return Material Authorization ("RMA") number. Micross does not accept returned materials without a valid RMA number. In order to obtain an RMA number, the Buyer must provide a detailed description of the nature of the defect, the original purchase order number, the part number, serial number and date code of the Product(s) to be returned. The RMA number shall be valid for thirty (30) days after issuance by Micross. Products which are returned to Micross during the applicable warranty period in accordance with this Section and which are, after examination, deemed to Micross's satisfaction to be defective, will be replaced, reworked or credited at the original sale price at Micross's discretion. Buyer shall return the Products to Micross with transportation charges prepaid. The repair or replacement of any non-conforming Products by Micross pursuant to this Section does not extend the original limited warranty period. In the event Micross determines that the returned Products are not covered by the foregoing limited warranty, such Products will be returned to Buyer at Buyer's expense and may be subject to additional charges due to the lack of warranty coverage. Micross shall not be liable for re-inspection or rejection charges. Repair, replacement, or credit for returned parts will be made only after Micross has determined that the parts are covered by the terms of the warranty. Failure analysis of returned product shall be at Micross's sole discretion.
11. Limitation of Remedy. Any provision herein to the contrary notwithstanding, neither Micross nor any affiliate, agent or employee of Micross shall be liable to Buyer, or any other third party claiming through Buyer, for indirect, incidental, contingent special or consequential damages (including without limitation loss of profits or revenue, loss or use of the products or any proceeds, overhead, cost of capital, cost of substitute goods, or any claims of buyer's customers for any such damages), and in no event shall the liability of Micross to Buyer, whether such liability arises out of the use of the product, Micross's performance hereunder, and whether such liability arises from a claim based on agreement, warranty, tort, failure of essential purpose or otherwise, exceed the amount paid by Buyer to Micross for such products.
12. Blueprints and Specifications. All orders are accepted with the understanding that the parts or material furnished will be in accordance with blue-prints and specifications, on hand in Micross's files or furnished to Micross with the Buyer's order, and which have been specifically agreed to and accepted by Micross, in writing, as applicable to such order.
13. Inspection. Micross shall have no obligation to perform any special tests relating to the Products except as otherwise agreed in writing by a Micross representative. If agreed upon in the Accepted Order, Buyer may inspect the Products at Micross's place of manufacture at times mutually and reasonably acceptable to both Micross and Buyer; and a standard charge shall be paid by Buyer to Micross.
14. Patent Infringement Indemnity. To the extent that the Products are manufactured pursuant to the design provided by Buyer, Buyer represents and warrants that it has all necessary right, title and interest in such design, and that the information and technology contained in such design do not infringe patents or copyrights of third parties and were not developed on the basis of misappropriated trade secrets of third parties. If any infringement is alleged prior to completion of delivery of any Products, Micross may decline to make further deliveries without being in breach of its agreement with Buyer. Buyer shall defend, indemnify and hold Micross harmless from any damages, costs, and expenses (including without limitation reasonable attorneys' fees) arising from any threatened or actual suit or claim based upon Buyer's breach of the representations and warranties set forth herein or Buyer's modification of the Products after delivery thereof by Micross. Buyer shall further defend, indemnify and hold Micross harmless from any claim of alleged defect in the design of the Products to the extent such design is provided by Buyer. The sale of the Products by Micross does not convey any license, by implication, estoppel or otherwise, under patent claims covering combinations of the Products with other devices or elements. Except as otherwise provided in the preceding sentence, Micross shall defend any suit or proceeding brought against Buyer so far as based on a claim that any Product, or any part thereof, sold to Buyer by Micross (except to the extent such Products are based upon the design provided by Buyer) constitutes an infringement of any patent of the United States of America, if Buyer notifies Micross promptly in writing and gives Micross authority, information and assistance (at Micross's expense) for the defense of the suit or proceeding, and Micross shall pay all damages and costs awarded therein against Buyer. In case such Product, or any part thereof, is in such suit or proceeding held to constitute infringement and the use of the Product or part thereof is enjoined, Micross shall, at its option and expense, either procure for Buyer the right to continue using the Product or part thereof, or replace it with non-infringing product, or remove said Product and refund the purchase price and the transportation and installation costs thereof. The foregoing states the entire liability of Micross for patent infringement by the Products or any part thereof. Micross grants no patents or data rights by its sale of the Products to Buyer and specifically prohibits the reproduction or distribution of any data, information or manufacturing know-how furnished in connection with the sale of the Products, except as necessary for the normal service of the Products. The Products are manufactured in accordance with Micross's manufacturing specifications and may be covered by U.S. and other patents.
15. Equipment, Fixtures and Tools. Any equipment (including jigs, dies, fixtures and tools) which Micross may construct or acquire for the manufacture of the Products for Buyer shall remain Micross's property and in Micross's possession and control. New or additional dies or changes necessary in existing equipment to conform with changes in design ordered by Buyer, whether or not Micross has specifically charged therefore, shall be paid for by Buyer. Dies or equipment charges cover the use of such dies or equipment only and do not convey any interest therein to Buyer. Any materials or equipment owned or furnished by Buyer, while in Micross's possession, will be handled and stored by Micross with reasonable care, but Micross shall have no responsibility for loss or damage thereto.
16. Micross's Remedy Upon Buyer's Default. Upon Buyer's default of any of its obligations under its agreement with Micross relating to the Accepted Order, including these Terms and Conditions of Sale, or otherwise, including but not limited to the duty to make payment when due, Micross shall have all remedies available to it under applicable law.
17. End Use/End User. Under certain circumstances, Micross will require information on the ultimate destination of products sold. This information includes, but is not limited to, information regarding end use (application) and end user (customer). This information is considered proprietary and will not be disclosed to anyone outside of Micross other than applicable government entities regulating export.
18. Export Compliance. All parties to this order are responsible to ensure their compliance with applicable U.S. Export regulations and to ensure that product/data shipments and exchanges are made properly within the regulations. Buyer shall not transfer directly or indirectly any of the Products or any technical data, technical assistance, research, development or software relating to the Products purchased or obtained from Micross (collectively referred to as the "Products/Technology") to any transferee or end user of the Products/Technology or any product incorporating the Products/Technology in any country to which, under pertinent laws and regulations of the United States government, Micross is forbidden to transfer the Products/Technology, or, if not forbidden to transfer the Products/Technology, is required to obtain a license or other prior approval before such sale, transfer and/or exportation from the United States government. Buyer hereby covenants, represents and warrants that Buyer has full power and authority to purchase the Products/Technology from Micross; that, prior to exportation or re-exportation of the Products/Technology, Buyer shall make every reasonable effort to determine the ultimate destination, end user and the use to which the Products/ Technology will be applied; and that such purchase, use, exportation or re-exportation shall not violate any pertinent laws and regulations of the United States government.
19. Jurisdiction, Venue, and Governing Law. Should Buyer or Micross commence a lawsuit to enforce the provisions of any Accepted Order, including these Terms and Conditions of Sale, or in connection with the Products or any other aspect of the commercial relationship between Buyer and Micross, jurisdiction and venue shall be exclusively in the state or federal courts located in Austin, Texas, and both parties consent to personal jurisdiction in those courts. All rights and obligations of Buyer and Micross under any Accepted Order, including these Terms and Conditions of Sale, and any other aspect of the commercial relationship between Buyer and Micross, shall be governed as to validity, construction and in all other respects by the laws of Texas without regard to its choice of law provisions.
TERMS AND CONDITIONS OF WEBSITE USE
Overview
The following are terms of a legal agreement between you and Micross Components, Inc ("MICROSS"). By accessing, browsing, or using this Web site, you acknowledge that you have read, understood, and agree to be bound by these terms and to comply with all applicable laws and regulations, including export and re-export control laws and regulations. If you do not agree to these terms, please do not use this Web site.
MICROSS may, without notice to you, at any time revise these Terms of Use and any other information contained in this Web site by updating this posting. MICROSS may also make improvements or changes in the products, services, or programs described in this site at any time without notice.
General
This Web site contains proprietary notices and copyright information, the terms of which must be observed and followed. Please see the tab entitled "Copyright and trademark information" for related information.
This site and all content in this site may not be copied, reproduced, republished, uploaded, posted, transmitted, distributed, or used for the creation of derivative works without MICROSS's prior written consent, except that MICROSS grants you non-exclusive, non-transferable, limited permission to access and display the Web pages within this site, solely on your computer and for your personal, non-commercial use of this Web site. This permission is conditioned on your not modifying the content displayed on this site, your keeping intact all copyright, trademark, and other proprietary notices, and your acceptance of any terms, conditions, and notices accompanying the content or otherwise set forth in this site. Notwithstanding the foregoing, any software and other materials that are made available for downloading, access, or other use from this site with their own license terms, conditions, and notices will be governed by such terms, conditions, and notices.
Your failure to comply with the terms, conditions, and notices on this site will result in automatic termination of any rights granted to you, without prior notice, and you must immediately destroy all copies of downloaded materials in your possession or control. Except for the limited permission in the preceding paragraph, MICROSS does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights. You may not mirror any of the content from this site on another Web site or in any other media.
Certain disclaimers
Information on this Web site is not promised or guaranteed to be correct, current, or complete, and this site may contain technical inaccuracies or typographical errors. MICROSS assumes no responsibility (and expressly disclaims responsibility) for updating this site to keep information current or to ensure the accuracy or completeness of any posted information. Accordingly, you should confirm the accuracy and completeness of all posted information before making any decision related to any services, products, or other matters described in this site.
MICROSS provides no assurances that any reported problems will be resolved by MICROSS, even if MICROSS elects to provide information with the goal of addressing a problem.
Confidential information
MICROSS does not want to receive confidential or proprietary information from you through our Web site. Please note that any information or material sent to MICROSS will be deemed NOT to be confidential. By sending MICROSS any information or material, you grant MICROSS an unrestricted, irrevocable license to copy, reproduce, publish, upload, post, transmit, distribute, publicly display, perform, modify, create derivative works from, and otherwise freely use, those materials or information. You also agree that MICROSS is free to use any ideas, concepts, know-how, or techniques that you send us for any purpose. However, we will not release your name or otherwise publicize the fact that you submitted materials or other information to us unless: (a) we obtain your permission to use your name; or (b) we first notify you that the materials or other information you submit to a particular part of this site will be published or otherwise used with your name on it; or (c) we are required to do so by law. Personally-identifiable information that you submit to MICROSS for the purpose of receiving products or services will be handled in accordance with our privacy policies. Please see the tab entitled "Privacy" for information regarding MICROSS's privacy policies.
Global availability
Information MICROSS publishes on the World Wide Web may contain references or cross references to MICROSS products, programs and services that are not announced or available in your country. Such references do not imply that MICROSS intends to announce or make available such products, programs, or services in your country. Please consult your local MICROSS business contact for information regarding the products, programs, and services that may be available to you.
Business relationships
This Web site may provide links or references to non-MICROSS Web sites and resources. MICROSS makes no representations, warranties, or other commitments whatsoever about any non-MICROSS Web sites or third-party resources that may be referenced, accessible from, or linked to any MICROSS site. A link to a non-MICROSS Web site does not mean that MICROSS endorses the content or use of such Web site or its owner. In addition, MICROSS is not a party to or responsible for any transactions you may enter into with third parties, even if you learn of such parties (or use a link to such parties) from an MICROSS site. Accordingly, you acknowledge and agree that MICROSS is not responsible for the availability of such external sites or resources, and is not responsible or liable for any content, services, products, or other materials on or available from those sites or resources.
When you access a non-MICROSS Web site, even one that may contain the MICROSS-logo, please understand that it is independent from MICROSS, and that MICROSS does not control the content on that Web site. It is up to you to take precautions to protect yourself from viruses, worms, trojan horses, and other potentially destructive programs, and to protect your information as you deem appropriate.
Linking to this site
All links to this Web site must be approved in writing by Micross Components, Inc, except that MICROSS consents to links in which the link and the pages that are activated by the link do not: (a) create frames around any page on this Web site or use other techniques that alter in any way the visual presentation or appearance of any content within this site; (b) misrepresent your relationship with MICROSS; (c) imply that MICROSS approves or endorses you, your Web site, or your service or product offerings; and (d) present false or misleading impressions about MICROSS or otherwise damage the goodwill associated with the MICROSS name or trademarks. As a further condition to being permitted to link to this site, you agree that MICROSS may at any time, in its sole discretion, terminate permission to link to this Web site. In such event, you agree to immediately remove all links to this Web site and to cease using any MICROSS trademark.
DISCLAIMER OF WARRANTY
USE OF THIS SITE IS AT YOUR SOLE RISK. ALL MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, AND SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES OR GUARANTEES WHATSOEVER. MICROSS EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, GUARANTEES, OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITATION, MICROSS MAKES NO WARRANTY OR GUARANTEE THAT THIS WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
YOU UNDERSTAND AND AGREE THAT IF YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, OR SERVICES, YOU DO SO AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT MAY RESULT, INCLUDING LOSS OF DATA OR DAMAGE TO YOUR COMPUTER SYSTEM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
IN NO EVENT WILL MICROSS BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER RELATED TO OR ARISING FROM THIS WEB SITE OR ANY USE OF THIS WEB SITE, OR OF ANY SITE OR RESOURCE LINKED TO, REFERENCED, OR ACCESSED THROUGH THIS WEB SITE, OR FOR THE USE OR DOWNLOADING OF, OR ACCESS TO, ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS OR LOSS OF PROGRAMS OR OTHER DATA, EVEN IF MICROSS IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION AND WAIVER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT, OR ANY OTHER LEGAL THEORIES.
Additional or different terms, conditions, and notices may apply to specific materials, information, products, software, and services offered through this Web site. In the event of any conflict, such additional or different terms, conditions, and notices will prevail over these Terms of Use. Please see the applicable agreement or notice.