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UFE TERMS AND
CONDITIONS OF SALE
UFE TERMS AND CONDITIONS OF SALE
1. GENERAL
Whenever the term "Seller" is used
herein, it means UFE Incorporated; its subsidiaries and affiliates.
Quotations by Seller are subject to
acceptance within thirty days from date, unless otherwise noted and are
subject to change in price or other particulars by Seller upon notice to
Buyer. All offers to purchase, orders of Buyer pursuant to quotations and
contracts of sale, are subject to final written acceptance by Seller's
Order Acknowledgement and all terms thereof shall be interpreted
according to the laws of the Buyer's State of Incorporation.
2. TERMS OF PAYMENT
All sales are F.O.B. point of performance
or production. Risk of loss transfers to Buyer upon Seller's delivery to
carrier. Delivery of services is effective as rendered. The following
Terms of Payment providing other than cash on delivery or invoice are
continuously subject to Seller's sole judgment of Buyer's credit
worthiness.
Tooling: Payment of total price is due: 50
percent with order, 50 percent at time of Seller's submission of samples
to Buyer, but the Buyer may hold up to 10 percent until the earliest date
of: (a) Buyer's final approval, (b) request by Buyer to receive product
from usage of tool, (c) Buyer's failure to respond to samples within 30
days, or (d) whenever Buyer's requirements for product from the tool are
de facto deferred, cancelled, or otherwise satisfied with product
reasonably conforming to product obtainable from Seller-built tool.
In the event Buyer orders a revision after
substantial progress on the tool, payments will be due and payable according
to the amount and the schedule for completion which were quoted prior to
the revision. Terms for the revision shall be as quoted.
Seller will submit sample parts to Buyer
when being produced from a stable process and reasonably meeting
functional requirements.
Production Items (parts): Net cash 30 days
from date of invoice. In case of delay of shipment at Buyer's request,
payment is due according to original schedule of Buyer's order. Delay in
shipment by Seller at Buyer's request does not waive Seller's right to
refuse to delay shipment in the future. Retention of parts by Buyer
without timely notice (per Paragraphs 8 and 9 below) is prima facie
evidence of acceptance requiring payment of invoice.
Other Services: Payment shall be due upon
performance as evidenced by invoice to Buyer.
A service charge of 1.5 percent per month
will be accrued and shall be payable by Buyer on all past-due amounts.
3. SALES AND SIMILAR TAXES
Sales, use, occupational, gross income,
excise, duty or other similar taxes are not included in the price quoted
and if this transaction is subject to any such tax, by any taxing
authority whatever, such taxes or any costs in connection therewith,
whether imposed before or after payment of the invoice, shall be paid by
the Buyer.
4. MILITARY AND GOVERNMENT APPLICATIONS
For components used in military or
government applications Seller's obligations shall be based solely on
commercial standards.
5. MOLDS, DIES, AND TOOLS - CUSTODY, MAINTENANCE AND CONTROL
Buyer's molds, dies, or tools in the
possession of Seller are at the risk of Buyer, and Seller does not
undertake to cover the loss of or damage to any such property by any
insurance carried by Seller. As to wear and damage occurring from
handling or operation when in the possession of Seller, the Seller will
maintain all molds, dies, and tools in operation during their normal
productive life, except that its liability to do so shall be limited to a
period of one year after completion of the most recent production order
and the Seller shall not be liable for the continued retention or
availability of any such mold, die, or tool after the expiration of such
period. A storage service charge will be invoiced to Buyer for retention
of inactive tools by Seller. An engineering charge of 30% of the cost of
any mold, die or tool will be billed to Buyer for any tooling furnished
to Buyer upon demand for delivery before the customer guaranteed quoted
part quantity has been produced. If, in the judgement of the Seller, such
tooling contains (or includes) proprietary ideas (or devices) Seller
reserves the right to refund the purchase price of the tool less
engineering charge rather than surrender same.
6. DELIVERIES
The Seller shall be under no liability for
failure to make deliveries where such failure to deliver may be due to
fires, strikes, accidents, acts of God, labor or transportation
difficulties, car shortage, inability to obtain deliveries of material,
action of any State, Federal or local government or other causes beyond
its reasonable control. Buyer agrees to accept any delayed shipment where
such delay may be due to events beyond Seller's reasonable control,
including, but not limited to those events already described in this
paragraph, completion of orders accepted prior to acceptance of this
order, delay in or absence of receipt of necessary instructions from
Buyer, or changes in the work to be performed.
7. QUANTITIES AND WEIGHTS
Unless specifically agreed to the contrary
the quantity or weights specified on the order are deemed to be
approximate and the Seller is permitted to over or under ship to the
extent of 10%.
8. RETURN OF MATERIAL
No materials are to be returned without
the prior written consent of the Seller as evidenced by Seller's Return
Authorization Order Number.
9. CLAIMED SHORTAGES
Claims for error in quantity, weight,
number, or condition must be notified to Seller in writing, within ten
(10) days after receipt of the material; and the Seller will not be
responsible for any claimed shortages not reported within the period.
10. CHANGES
Changes in the services to be performed
hereunder may be made only by authority of Buyer's instructions and
written acceptance by the Seller. Any changes in scope, drawing,
materials, or design of the parts, units, tools or fixtures which effect
costs will call for repricing and if work has been started Seller shall
be properly reimbursed for work already performed if units already
produced are not accepted by Buyer. Seller similarly reserves the right
to reprice if changes involve an increase or decrease in the quantities
due or in the time required for performance under the order.
11. TERMINATION
After the Seller has commenced work or
ordered any materials or made any other commitments pursuant to this
order, it may be terminated or cancelled only with the written agreement
of the Seller providing for equitable cancellation charges. Such charges
shall reimburse the Seller for completed items at the contract price,
and/or materials and work-in-process at contract price less cost of complete.
12. PATENT OR TRADEMARK INFRINGEMENTS
The Buyer will indemnify the Seller and
hold the Seller harmless against any loss, cost, liability, or expenses
resulting from infringement or claimed infringement of patents or
trademarks resulting from Seller's manufacture of products to Buyer's
specification, whether the claim is upheld or not.
13. EXCLUSION OF MERCHANTABILITY AND FITNESS FOR USE WARRANTIES,
LIABILITY LIMITATIONS, AND HOLD HARMLESS REQUIREMENT
SELLER DOES NOT WARRANT MERCHANTABILITY OR
FITNESS FOR USE AND MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, EXCEPT
THAT molds, dies, tools and parts when completed will meet the physical
description specified by Buyer to Seller at the time of quotation or
contract or as subsequently changed as confirmed in writing by Seller.
The Seller does not assume liability on
any claims for defective material which are not made within thirty (30)
days after the material is received by Buyer and liability shall be
limited to the replacement of defective items.
Seller will not be responsible to Buyer,
Buyer's employees, or third parties for personal injury or property
damage caused by or incidental to Buyer's use, handling or sale of goods
manufactured or other services delivered by Seller.
Seller will not be responsible or liable
to any way for consequential damage or contingent liability.
Buyer's exclusive remedies for Seller's
negligence, errors or omissions, breach of express or implied warranty,
breach of contract, or for any other liability in any way connected with
or rising out of this transaction are replacement of or credit for
defective items.
Buyer's agrees to indemnify and hold
Seller harmless, defending in Buyer's own name all lawsuits and all
actions or claims for personal injury or property damage brought by
anyone against Seller as a result of or incidental to Buyer's use,
handling, or sale of goods manufactured or other services delivered by
Seller.
The preceding is the complete allocation
of the risks from Seller's failure to perform. This allocation is
recognized by both Buyer and Seller and is reflected in the price.
14. GOVERNMENT REGULATION
The Seller is complying with all
requirements of the Government where production or services are performed
and shipment is initiated.
15. SCOPE
There are no understandings, agreements or
warranties, either verbal or written, relative to this quotation or
contract that are not fully expressed herein and no change shall be made
in this quotation or contract unless reduced to writing and agreed to by
both parties. No statement, recommendation or assistance made or offered
by Seller through its representatives to the Buyer or his representatives
in connection with the use of any product or service shall be or
constitute a waiver by Seller, other than by communication duly signed by
an officer of the Seller, of any of the provisions hereof or change the
Buyer's liability as herein defined.
16. ARBITRATION
Any
dispute arising out of or in connection with this contract, including any
question regarding its existence, validity or termination, shall be
referred to and finally resolved by arbitration in Singapore in
accordance with the Arbitration Rules of the Singapore International
Arbitration Centre ("SIAC Rules") for the time being in force,
which rules are deemed to be incorporated by reference in this clause.
The Tribunal shall consist of one arbitrator to be appointed by the
Chairman of the SIAC. The language of the arbitration shall be English.
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