PROTOTYPE POLICY
Prototypes are generally one of a kind parts that utilize a significant
amount of time and resources. The following policy has been adopted to help
ensure our customers receive prototypes as quickly and economically as
possible.
1.
Customers will pay only the
costs directly related for the manufacture of a custom prototype. This
includes, but is not limited to, material, labor, tools and tooling.
2.
Any special die, tooling,
programming or engineering costs associated with the production of a
prototype will be specified separately in a one time “Set-up Charge".
Engineering and programming costs can be applied to the production order as
a credit.
3.
A production order must be
received at the time a prototype order is placed. Production orders are
contingent on prototype approval. The cost of the prototype is billed
separately from production order. At the time the production order is
shipped, any credits from engineering and set-up costs can be applied.
4.
Prototypes often can run
through a number of revisions, these can be essentially the same heat sink
but with different hole patterns. Generally there is no charge for modifying
basic hole patterns once the general heat sink size and configuration has
been established.
SALES POLICY -
TERMS AND CONDITIONS
ACCEPTANCE OF ORDERS:
The
acceptance of all orders and all sales by VEP Inc. are made subject and
expressly conditional upon these terms and conditions. Any of Buyer's
terms and conditions which are different from or in addition to those
contained herein are hereby objected to and shall be of no effect unless
specifically agreed to in writing.
QUOTATIONS:
Each
quotation is valid for 30 days from its date unless otherwise stated in the
quotation.
PRICE POLICY:
Price
in effect at time of shipment. However, if a price increase becomes
effective after the date of the order, it will not apply to items shipped
within 90 days from the effective date of the price increase.
TAXES:
All
prices are exclusive of all present or future federal, state and local
excise, sales use, value added and similar taxes. Buyer shall pay these
taxes, or Buyer shall provide VEP with a tax exemption certificate
acceptable to the taxing authorities.
PAYMENT:
Payment is to be made by use of an irrevocable letter of credit and
within the terms of 30 days unless other agreed upon terms have been made in
writing. We also accept MasterCard and Visa for payment.
TITLE AND DELIVERY:
VEP
shall deliver Products to Buyer F.O.B. Point of Shipment. Partial
deliveries shall be permitted. The Buyer shall pay all shipping charges and
expenses.
FORCE MAJEURE:
VEP
shall not be liable for delay or failure to deliver or perform due to any
cause beyond its reasonable control, or for Acts of God, acts of Buyer, acts
of any governmental authority, strikes or other labor disturbance, delays in
transportation, fuel or energy shortages, or inability to obtain necessary
materials, components, services, or facilities from usual sources.
HELD ORDERS:
Any orders held, delayed or
rescheduled at the request of the Buyer will be subject to the prices and
conditions of sale in effect at the time of release of the hold or
reschedule, plus any additional costs incurred due to the hold or
reschedule. Any such order held, delayed, or rescheduled beyond a
reasonable period of time will be treated as a Buyer termination.
SPECIAL DOMESTIC OR EXPORT PACKING:
Prices include Products having standard domestic packing only. Where
special domestic packing or packing for overseas shipment is required, refer
to VEP.
MINIMUM FACTORY ORDER:
VEP
will not accept an order on a catalog item of less than $250 in value
exclusive of transportation charges as indicated under "TITLE AND
DELIVERY". The minimum factory billing per line item will be $100 for each
line item ordered.
PRODUCT NOTICES:
Buyer shall provide the use
(including its employees) of the Product with all VEP supplied product
notices, warnings, instructions, recommendations and similar materials.
WARRANTIES AND REMEDIES:
(a)
WARRANTIES - VEP warrants to Buyer that its Products shall be free from
defects in material and workmanship and shall conform to the agreed upon
specification, if any, for a period of one year from the date of shipment.
Provided, however that as a condition of these warranties the Products shall
have been stored, installed, operated and maintained in accordance with
VEP's recommendations and applied in accordance with standard industry
practice. Products which are "engineering samples", are sold "AS IS", "WITH
ALL FAULTS", and with no warranty whatsoever.
(b)
REMEDIES Should Products sold hereunder fail to meet the above applicable
warranty, VEP, at its option, shall repair or replace such Products or issue
Buyer a credit or a refund in the amount of the purchase price provided that
(i) VEP is notified in writing by Buyer within 30 days after discovery of
such failure; (ii) Buyer obtains a return material authorization from VEP
prior to returning any defective Products; (iii) the defective Products are
returned to the location specified by VEP; (iv) the defective Products are
received by VEP not later than four (4) weeks following the day of the
warranty period; and (v) examination of such Products shall disclose that
such failure have not been caused by improper installation, application,
repair, alteration, accident or negligence.
(c)
THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OR
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
The foregoing remedies set
forth above are the Buyers exclusive remedies for claims (except as to
title) based on defects in or failure of any Products whether a claim is
based in contract, tort , (including negligence and strict liability), warranty or
otherwise and however instituted. Upon the expiration terminate.
(d) The above warranties
shall apply only to Buyer and shall not apply to Buyer's customers or any
other third parties.
GENERAL LIMITATIONS OF LIABILITY:
(a) In no event, whether as
a result of claims in contract, warranty, tort (including negligence and
strict liability), or otherwise shall VEP be liable for loss of profit or
revenues, loss of goodwill, claims of customers, loss of use, damages to or
loss of other property or equipment or INCIDENTAL, INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES WHATSOEVER.
(b) The remedies of the
Buyer set forth herein as to defective or nonconforming Products are
exclusive. The total cumulative liability of VEP with respect to this
contract or anything done in connection therewith such as the performance or
breach thereof from the manufacture, sale, delivery, resale, or use of any
Product, whether for claims in contract, tort (including negligence and
strict liability), or otherwise shall in no case exceed the price of the
specific order to which the claim relates.
INDEMNITIES:
(a) Buyer shall defend and
indemnify VEP from all liabilities and costs resulting from any suit or
proceeding based upon a claim that Products infringe upon the rights of a
third party to the extent such claim arises from VEP's compliance with
Buyer's designs, specifications or instructions.
(b) Buyer warrants and represents that Products will not
be used as components in any (i) life support or other medical device, (ii)
any device intended for surgical implant into the human body or (iii) any
activity or process involving nuclear fission or fusion. Buyer shall
indemnify and hold VEP harmless from all liability and costs (including
court costs and attorney's fees) arising out of any breach of this
provision.
PATENTS:
(a) With respect to Products
manufactured solely to VEP's designs and specification, VEP shall defend any
suit or proceeding brought against Buyer insofar as such suit or proceeding
is based on a claim that such Products infringe any U.S. patent provided VEP
is notified promptly in writing of such suit or proceeding and is given
complete authority, information’s, and assistance by Buyer for such
defense. VEP shall pay all damages and costs finally awarded against Buyer
in any such suit or Buyer without its written consent. If such Products are
likely to become the subject of a claim of infringement, VEP may either (i)
procure for Buyer the right to continue using such Products; or (ii) replace
such products with non-infringing Products; or (iii) accept the return of
such Products, granting Buyer a refund equal to the purchase price.
(b) VEP shall have no liability to Buyer if any patent
infringement or claim in based upon (i) a modification of the Products not
approved by VEP or (ii) the interconnection or use of the Products in
combination with other products or devices not made by VEP or (iii) the use
of the Products in other than an application recommended by VEP.
(c) The above states VEP's sole liability for
infringement of patents by its Products.
U.S.
GOVERNMENT CONTRACTS:
If
the Products are to be used in the performance of a U.S. Government contract
or subcontract, no Government requirements or regulations shall be binding
upon VEP unless specifically agreed to in writing.
CANCELLATION CHARGES: (a) Should Buyer cancel an
order (or portion thereof) for standard Products, Buyer shall pay VEP
cancellation charges within 15 days from the date of invoice of same as
follows:
50% of the price of standard Products
canceled within 30 days of scheduled shipment date;
25% of the price of
standard Products canceled less than 60 days but more than 30 days of
scheduled shipment date.
(b)
Should Buyer cancel an order (or any portion thereof) for other than
standard Products, such as semi-custom, custom, or buyer design products,
Buyer shall pay VEP cancellation charges within 15 days from the date of
invoice of same in an amount equivalent to 100% of the price of such
canceled non-standard products and materials (regardless of when the
cancellation occurs).
U.S.
EXPORT LAWS:
VEP's
obligations are subject to the export administration and control laws and
regulations of the U.S. Government. The Buyer shall comply fully with such
laws and regulations in the export, resale or other disposition of Products.
TRANSFER:
In the event of a transfer to a third
party of any product or interest therein, Buyer shall, at its option, either
(i) obtain for VEP written assurance from the transferee that VEP's
protection against liability following the transfer is the equal of that
provided by this contract, or (ii) indemnify it against any liability they
may incur in excess of that which they would have incurred had Buyer
obtained the above assurance from the transferee.
MISCELLANEOUS:
(a) The invalidity in whole or
in part, of any provision herein shall not affect the validity of any other
provision herein. (b) Any representation, warranty, course of dealing or
trade usage not contained or referenced herein shall not be binding on VEP.
(c) No modification, amendment, rescission, waiver or other change in these
terms and conditions shall be binding on VEP unless assented in writing by
its authorized representative.
