SALES TERMS AND CONDITIONS
These provisions shall apply to all purchases of STELLAR products (“Product(s)”) and/or services (“Services”) offered by Stellar Industries Corp. (“STELLAR” or “Seller”) for sale to the customer (“Buyer”). These provisions are exclusive, and any conflicting, different, or other terms are hereby irrevocably waived by Buyer and shall be non-binding and of no force and effect, without STELLAR’s authorized express written agreement.
- Acceptance. Orders shall be subject to acceptance in writing, and to credit approval, by Seller in its sole discretion.
- Prices and Payment Terms.
Prices. All price quotations are made, and orders accepted, based on STELLAR’s prices in effect at the time of shipment. All prices are in US Dollars and subject to change due to adjustments in specifications, quantities, shipment arrangements, requested delivery dates, and/or other changes to conditions. Prices do not include insurance, duties, taxes, and like charges. Any taxes or other fees that Seller may be needed to pay or collect will be charged to Buyer.
Terms of Payment. Payment terms are Net Thirty (30) days from the Date of Invoice unless otherwise agreed upon. A late fee of 1½% a month (18% per annum) will apply to all past due accounts and Seller may cease or suspend further shipments. Buyers acceptance and payment for the Products or Services confirms assent to these Terms and Conditions.
- Rescheduling and Cancellation. Buyer is subject to added charges for any rescheduling or cancellation.
- Over shipment and Under shipment.All sales are made Freight on Board point of shipment. Buyer assumes all Risk of Loss and damage upon Seller’s delivery of Products to the carrier. STELLAR retains a Security Interest in the Products until Buyer receives Title upon full payment. Seller reserves the right to make partial shipments and/or to supply up to plus or minus Ten Percent (10 %) of the Order Quantity. Orders deemed complete within these ranges and Payment will be based on the actual quantity of Products shipped.
- Baseline Control Policy. Stellar will implement Baseline Control of products when a customer specified in accordance with STELLAR’s Baseline Control Policy Q-1800 available upon request.
- Inspection and Acceptance. RMA Procedure. Goods are deemed to be accepted by the customer unless Buyer provided STELLAR with Notice specifying the non-conformance within Ninety (90) days of delivery. Buyer shall obtain a Return Material Authorization Number (“RMA”) in advance from STELLAR and so identify any such return for Stellar’s approval.
- Warranty and Limitation of Liability. Remedies.
Products and Services. STELLAR sole warranty is that the Products and Services conform to the specifications in this Sales Quotation. This Warranty does not extend to any losses or damages due to an accident, Buyer’s negligence or intentional conduct, unauthorized modification or alteration, improper storage, maintenance, or application. STELLAR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING SUCH PRODUCTS, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL STELLAR BE LIABLE FOR ANY SPECIAL, COLLATERAL, INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS CONTRACT OR THE USE OF THE PRODUCTS OR OTHERWISE IN LAW OR EQUITY FROM A COURSE OF DEALING OR TRADE. STELLAR SHALL NOT, IN ANY EVENT, BE LIABLE TO BUYER FOR DAMAGES, IN CONTRACT, TORT OR OTHERWISE, FROM THE MANUFACTURE, SALE OR USE OF PRODUCTS IN ANY AMOUNT GREATER THAN THAT OF THE PURCHASE PRICE RECEIVED BY SELLER. THE FOREGOING ALSO STATES THE SOLE LIABILITY OF THE PARTIES FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY.
Remedies. Upon prompt and reasonable written Notice from Buyer of any claimed defective Products, Seller’s sole obligation shall be, at its option, to (a) timely Repair or Replace Products which it determines are defective or nonconforming under its Warranty, or, (b) refund to Buyer the Purchase Price.
- Non-Waiver of Default.In case of any material default or breach of contract by Buyer, or the bankruptcy or insolvency of Buyer, Seller may suspend or decline to make further shipments and may exercise its right to set off. Any continued shipments will not be a waiver of any such default or affect STELLAR’s legal remedies. Shipments made under any Order are each treated as a separate sale and transaction.
- Assignment and Third-Party Beneficiaries.This contract is not assignable by Buyer without Seller’s prior written consent and any unauthorized assignment is invalid.
- Confidentiality. Buyer will fully treat and protect any Confidential and Proprietary STELLAR Information in the same manner that it protects its own such information.
- Tools, Dies, Designs, Drawings, Artwork, Jigs, and STELLAR shall have exclusive ownership, possession, custody, and control of all Tools, Dies, Designs, Drawings, Artwork, Jigs, and Fixtures prepared regarding the Products and is not responsible for errors resulting from any such material or information provided by Buyer. Unless otherwise agreed upon in writing STELLAR shall retain all rights and title to such tooling and all technology related thereto.
- Intellectual Property and Indemnification.
Intellectual Property; Confidential Information. All intellectual property rights in the Products and/or Services remain vested in STELLAR or its licensors. Any intellectual property designs, developed, generated, or produced by STELLAR in connection with the Products are and remain the sole property of STELLAR. Any form of reproduction, communication to third parties and/or use is prohibited, absent STELLAR’s express written authorization.
Indemnification by Buyer. Buyer shall hold Seller harmless against any expense or loss from infringement of patents or other intellectual property, arising from compliance with Buyer’s instructions, specifications and/or designs in the manufacture of the Products. Seller shall not be liable for any use made by Buyer of the Products furnished which are covered by adversely held patent owners and Buyer shall fully indemnify Seller against any damages, costs, losses, and/or liabilities arising out of Buyer’s non-compliance.
Indemnification by Seller. Seller shall defend any suit brought against the customer for alleged infringement of patents, insofar as the claim is based upon any of Seller’s furnished Standard Products.
- Export Control. Any exports or other transfers of Products, and/or technical data, are subject to the United States export controls and sanctions. Buyer acknowledges and agrees that it will comply with all applicable laws and regulations.
- General Provisions.
Force Majeure. STELLAR is not liable for any non-performance or delay in performance due to a Force Majeure event, or other circumstances, beyond Seller’s reasonable control, whether foreseeable or unforeseeable. In the event of any such delay, the estimated date of delivery or performance will be extended by a reasonable period of time
Governing Law and Venue. This contract is governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, without reference to its conflict of laws principles. If any provision of this Contract is judicially deemed to be unenforceable, that provision will be reformed and enforced to the maximum extent possible to effectuate the intent of the Parties. No waiver of any breach shall operate as a waiver of any other breach or of the same breach on a future occasion.
Disputes. Any dispute arising out of or in connection with this Contract shall be settled under the Rules then pertaining to the American Arbitration Association in Boston, Massachusetts. Any award issued thereunder may be enforced in any court of competent jurisdiction.
Whole Agreement. This contract constitutes the entire agreement between the Parties relating to the sale of Products and supersedes all prior communications, representations, understandings, or agreements, either oral or written, with respect to the subject matter hereof. No addition, modification, change or another waiver of any provision of this Contract is binding upon STELLAR unless made in writing and signed by its duly authorized representative. No course of dealing or trade usage or shall be relevant to explain or supplement any term in this Contract.
Conflicting Terms. These terms shall govern, notwithstanding any different, conflicting, or additional terms that may appear on any Purchase Order or other Buyer communication, electronic or otherwise, not expressly agreed to in writing and signed by an authorized Stellar representative.