Stellar Industries
Thermal Management Specialists
   
1.0 APPLICABILITY. These provisions shall cover all purchases of products offered by Stellar Industries Corp., ("Seller”) for sale to Customer (the "Products")

2. ACCEPTANCE. Orders shall be subject to acceptance in wilting and to credit approval by Seller.

3 PRICING. Except for precious metal adders, prices are fixed for the quantities and scheduled delivery dates. Prices for orders placed on hold or delayed shipment may be subject to changes. Parts quoted with gold adder and/or precious metal costs will be priced at Market Value at time of shipment, All shipments will be invoiced at time of shipment. Seller reserves the right to adjust prices to compensate for exchange rate variations or for increases in tariffs or similar charges, or for other governmental actions resulting in curtailment, prevention, taxation or other burdening of imports.

4. PAYMENT TERMS: Net 30.

5. DELIVERY TERMS: F.C.A. Seller's shipping point, unless otherwise agreed in writing on the face of this form. In all cases, risk of loss or damage to goods in transit shall fall upon the Customer, who should file any resulting claims with the carrier. Shipping dates are approximate. Seller shall not be liable for delay in delivery or failure to manufacture due to causes beyond its reasonable control, nor shall Seller be required to allocate production and deliveries in this event, between customers. Seller reserves the right to make partial shipments.

6. MINIMUM ORDER QUANTITY: Seller reserves the right to ship and Customer agrees to accept, up to 10% above or below quantity ordered.
7. NON-RECURRING ENGINEERING CHARGES: When applicable, nonrecurring engineering charges are quoted subject to the following conditions:
  7.1. Tooling Title is retained by Seller,
  7.2. Unless changes are made in design or specification, Seller will keep tools in repair and make necessary replacements without additional charges.
  7.3. Seller need not preserve tools for longer than five (5) years from date of last order for Products, unless special arrangements are made.

8. “HOLD-FOR-RELEASE” ORDERS: Unless specific instructions are given, your order will be entered into our normal production schedule for immediate shipment upon completion of manufacturing. Orders held for release or shipping instructions beyond 90 days of completion may be subject to storage charges.

9. WARRANTY:
  9.1. Seller warrants for one (1) year from the date of shipment of the Products, that the Products in their unmodified form shall substantially conform to Seller's published specifications and shall be free from defects in material and workmanship.
  9.2. If the Product(s) delivered fail to conform to the warranty set forth herein. Buyer's sole remedy shall be to return the Product to Seller, and Seller, at its option, shall repair, replace, or credit Buyer's account for all such Products, provided that. (a) Buyer promptly notifies Seller in writing upon Buyer's discovery of the nonconformity, including a detailed explanation of any alleged deficiencies; (b) Buyer returns such Products to Seller, FOB. Sellers facility with an RMA number supplied by Seller; and (c) Seller determines to its satisfaction after examination of such Products that such alleged deficiencies actually exist and were not caused by accident, misuse, neglect, alteration, improper installation, repair, or improper testing. Seller shall reimburse Buyer for the transportation charges paid by Buyer for such nonconforming Products, Setter shall not be liable for any breach at the above warranties unless it receives written notice of such breach within one year from the date of shipment of the Products to which the breach relates. Seller's liability under the above warranties shall not exceed the cost of correcting any defects in or replacement of the Products delivered.

10. LIMITATION OF LIABILITY:
  10.1. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, Seller HEREBY DISCLAIMS, AND SHALL NOT BE LIABLE FOR, ANY OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
  10.2. Seller SHALL NOT BE RESPONSIBLE FOR SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE PROVISION HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER‟s ENTIRE AGGREGATE LIABILITY. FOR ALL DAMAGES, CLAIMS, AND COSTS HEREUNDER (COLLECTIVELY, "COSTS"), SHALL IN NO EVENT EXCEED THE AMOUNT CUSTOMER PAID FOR THE PRODUCT(S) GIVING RISE TO SUCH COSTS.

11. CANCELLATION: Customer may cancel an order, provided it gives written notice to Seller. Unless it is otherwise specified by Seller in writing, the following schedule shall be used to determine cancellation charges:
  11.1. Products:
    a.
b.

c.
Prior to fabrication - 10% of the net value of the order.
After commencement of fabrication but prior to completion - 80% of the net value of the order.
After Final Inspection- 100% of the net value of the order.
  11.2. Non-Recurring Engineering Charges: Once processing of the order has commenced, cancellation charges for non-recurring engineering will be 100%.

12. TAXES: Sellers prices do not include sales, use, excise or similar taxes. Thus, in addition to the price specified herein, any present or future sales, use, excise or similar taxes applicable to the Products sold hereunder shall be added to the price and paid by the Customer.

13. PATENTS:
  13.1. Customer Indemnity to Seller. Customer shall hold Seller harmless against any expense or loss from infringement of patents or trademarks arising from compliance with Customer's designs, specifications of instructions in the manufacture of the Products.
  13.2. Seller Indemnity to Customer. Except as above provided, Seller shall defend any suit brought against Customer for alleged infringement of patents, so far as the claim is based upon standard Products furnished to Customer under this. contract, at Seller's expense. Seller shall not be liable for any use made by Customer of the Product furnished Customer which is covered by adversely held patent.

14. FINAL AGREEMENT: The terms and conditions contained in the writings between the parties constitute the final, complete and exclusive statement of the terms of the agreement.

15. GOVERNING LAW: This Agreement shall be governed by, and construed according to, the laws of the Commonwealth of Massachusetts without regard for its conflicts of laws provisions. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to transactions between the parties under this Agreement.

16. EXPORT REGULATIONS: This sale concerns Products, and/or technical data that may be controlled under the U.S. Export Administration Regulations and may be subject to the approval of the U. S. Department of Commerce prior to export. Any export or re-export by the Customer, directly or indirectly, in contravention of the U.S. Export Administration Regulations is prohibited.

17. ASSIGNMENT: Buyer shall not assign this quotation, nor any interest herein, nor any rights hereunder, without Seller's prior express written consent.

18. PRECEDENCE: These terms and conditions take precedence over any terms and conditions on Buyer's purchase order, unless these terms are superseded by Seller's Purchase Order Acknowledgment.

 

Stellar Industries Corp. 50 Howe Avenue Millbury, MA 01527 | 508.865.1668 | sales@stellarind.com

TERMS AND CONDITIONS