1.SCOPE The standard terms and conditions of sale contained herein apply to all quotations made and to all contracts of sale entered into by WG Security Products Inc. ("Seller"). Any provisions or conditions of Buyer's purchase order which are in any way inconsistent with or in addition to these standard terms and conditions (except additional provisions specifying quantity or shipping instructions) shall not be binding on Seller, and shall not be applicable, notwithstanding Seller's acceptance of Buyer's purchase order. Buyer's receipt of these standard terms and conditions without prompt written objection thereto within fourteen (14) days of the date of Seller's acknowledgement shall constitute acceptance by the Buyer of the terms and conditions set forth herein.
2. MODIFICATION No waiver of, addition to or modification of any of the provisions upon the face or reverse of this form shall be binding upon Seller unless made in writing and signed by a duly authorized representative of Seller. In the event of a conflict between Seller's standard terms and conditions and any terms and conditions appearing on the face of a quotation, order acknowledgement or invoice prepared and signed by a duly authorized representative of Seller, the terms and conditions appearing on the face thereof shall control.
3. PRICES Seller's prices do not include transportation charges, which will be paid by Buyer. Prices do not include any present or future federal, state or municipal sales, use, excise, personal property or other similar taxes applicable to the sale or use of the products sold hereunder, which taxes shall be paid by Buyer, unless Buyer provides Seller with a tax-exemption certificate acceptable to the applicable tax authority.
4.TERMS OF SALE Acceptance of Buyer's purchase orders and shipments and deliveries to Buyer shall at all times be subject to the approval of Seller's credit department, and Seller may at any time decline to accept Buyer's orders or to make any shipments or deliveries except on receipt of payment or upon terms and conditions or security satisfactory to such department. Buyer hereby grants Seller a purchase money security interest in all products sold to Buyer by Seller to secure performance of all of Buyer's obligations hereunder. With respect to all products shipped by Seller to Buyer, Seller shall have all of the rights and remedies of a secured party under the California Commercial Code. Buyer agrees promptly to execute and deliver any and all documents and forms submitted by Seller which are reasonably necessary to document and perfect the security interest hereby granted and otherwise to carry out the purposes of this paragraph
5. PAYMENT TERMS In the absence of written agreement to the contrary, terms of payments shall be as follows: (1) Credit card payment up to US$10,000 (allow 24 hours for processing); (2) Irrevocable Letter of Credit payable at sight for US$30,000 or more (allow 14 days processing after receipt of final documents); (3) Pre-pay for any amount (allow 24 hours for funds transfer confirmation). Buyer agrees to pay all costs and expenses incident to the collection of past due amounts, including reasonable attorney's fees.
6. DELIVERY TERMS Shipping dates are approximate only and subject to change. In the absence of written agreement to the contrary, delivery shall be F.O.B. Seller's plant, and Seller shall select the method of shipment and the carrier. Buyer will pay all costs of shipment. In all cases Buyer shall assume the risk of loss and/or damage to the products in transit, and it shall be Buyer's responsibility to file any claims
therefore with the carrier.
Buyer shall notify Seller in writing ten (10) days prior to any scheduled shipment if Buyer desires to specify method of shipment and carrier or to insure the shipment. The cost of all insurance for the products shall be borne by the buyer. If no such notice is received, shipment shall be made with no insurance and at a minimum valuation.
7. EXCUSABLE DELAY Seller shall not be responsible for any failure to perform due to causes beyond its control, including, but not limited to, acts of God, acts of the Buyer, acts of civil or military authorities, fires, storm, floods, earthquakes, epidemics, war, riot, delays in transportation, labor disputes of any kind, or the inability to obtain necessary labor, materials, component parts, or manufacturing facilities.
8. DEFAULT In the event of
Breach by Buyer of any agreement, term, or conditions set forth herein,
Breach by Buyer of any representation or warranty made by Buyer in connection with this transaction, or
Default by Buyer in the payment of any indebtedness due hereunder, Seller may unilaterally decline to make further shipments without in any way affecting its rights under this agreement and may exercise all rights and remedies available to it by law or in equity.
If, despite any such breach or default by Buyer, Seller elects to continue to make shipments, Seller's action shall not constitute a waiver of any such breach or default or in any way affect Seller's rights and remedies arising out of any such breach or default.
9. CANCELLATION
In the event of
(Buyer may unilaterally cancel the released portion of its order upon written notice to Seller and upon payment of cancellation charges as follows:
If notice is received by WG Security Products Inc. within thirty (30) days before the scheduled shipment date, Buyer shall pay 100% of the purchase price of the ordered products
If notice is received more than thirty (30) days but less than sixty (60) days before the scheduled shipment date, Buyer shall pay 50% of the purchase price of the ordered products
If notice is received more than sixty (60) days before the scheduled shipment date, no cancellations charges will be levied. Cancellation charges will be due and payable on the scheduled date of the delivery of the order.
10. RESCHEDULING AND DELAY If shipment of an order is delayed at Buyer's written request received fewer than fifteen (15) working days prior to the scheduled shipment date, Buyer shall be liable for a delay charge, payable at the time of shipment, equal to twenty percent (20%) of the cost of the items so delayed.
11. PACKAGING Seller will provide commercial packaging adequate under normal conditions to protect the products in shipment and to identify the contents. Should Buyer request any special packaging, it shall be provided at Buyer's expense.
12. WARRANTY Seller warrants that its products will be free from defects in material and workmanship and will perform in accordance with Seller's product specifications under normal use and service for a period of one (1) year from date of shipment, except that in the case of products characterized by Seller as accessories, the warranty shall be for ninety (90) days from the date of shipment. The liability of Seller under this warranty is limited solely to replacing or repairing, at Seller's discretion and within a time period deemed reasonable by Seller, any products returned to Seller during the warranty period provided that (a) Buyer promptly notifies Seller in writing upon discovery of such defects and Seller has provided Buyer with a Return Material Authorization, (b) Buyer returns such products to Seller's factory of origin, transportation charges prepaid by Buyer, (c) Seller's examination of such products discloses, to its satisfaction, that the products are defective and that such defects have not been caused by Buyer's misuse, neglect, improper installation, repair, alteration or accident, including, but not limited to, failure of or excessive electric power, failure of environment-control equipment, or failure of Buyer's self-maintenance program, and (d) All original product labels and markings have not been altered, defaced or removed.
Should Buyer return products to Seller for repair within this warranty period and Seller determines such product to be free from defect upon receipt, Buyer will be invoiced at Seller's current repair rates for that time expended to test such products.
The above warranty extends to the original Buyer only. Repair, correction or replacement of component parts shall not extend such warranty, nor create any other warranty. The remedies specified above are Buyer's sole and exclusive remedies, and in no event shall Seller be liable to Buyer for consequential or incidental damage in event of breach of this warranty.
THIS WARRANTY IS STATED IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND OF ALL OTHER OBLIGATIONS OR LIABILITIES ON SELLER'S PART IN CONNECTION WITH THE SALE OF THE SAID PRODUCTS AND SELLER NEITHER ASSUMES, NOR AUTHORIZES ANY OTHER PERSON TO ASSUME, FOR SELLER ANY OTHER OBLIGATIONS OR LIABILITIES IN CONNECTION WITH THE SALE OF THE SAID PRODUCTS.
SELLER SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO BUYER FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR LOSS OF USE, OR OTHER COMMERCIAL LOSS OF WHATEVER NATURE ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE SALE BY SELLER OR USE BY BUYER OF ANY PRODUCT DELIVERED HEREUNDER.
13. LIMITATION OF LIABILITY Seller's liability for any claim of any kind, including negligence, for loss or damages arising out of, connected with, or resulting from this agreement, or from the performance or breach hereof, or from the manufacture, sale, delivery, resale, repair or use of any product or services covered by or furnished under this agreement shall in no case exceed the price allocable to the product or service or part which gives rise to the claim. In the event Seller fails to manufacture or deliver products ordered by Buyer, Seller's exclusive liability and Buyer's exclusive remedy shall be release of the Buyer from the obligation to pay the purchase price. IN NO EVENT WHATSOEVER SHALL SELLER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES
14. ASSIGNMENT Except as herein expressly provided to the contrary, the provisions of this agreement are for the benefit of the parties to this agreement and not for the benefit of any other party. Any attempted assignment of this agreement or of any rights arising hereunder by the Buyer without the consent of the Seller shall be void and of no effect whatsoever.
15. PROPRIETARY INFORMATION In the event data is supplied to Buyer by the Seller in connection with Buyer's purchase order, such data shall be conclusively presumed to pertain to products, components, or processes developed at Seller's private expense, and no rights in such proprietary information or in any inventions, patents, or copyrights related thereto shall pass to the Buyer.
16. INVALIDITY OF PROVISIONS If for any reason, any provision, or any portion of one or more provisions, of the terms and conditions of this agreement is determined to be invalid or unenforceable, the remaining provisions shall be construed, performed and enforced as if the invalidated or unenforceable provisions had not been included.
17. ARBITRATION AND CHOICE OF LAW Except for claims relating to collection of past due amounts owed to Seller which shall be governed by Paragraph 5 hereof, any controversy or claim arising out of or relating hereto, or the breach hereof, shall be referred to the American Arbitration Association, for adjudication in accordance with its rules then existing, and the decision of the arbitrators shall be binding upon the parties. Each party shall bear its own costs and expenses in any such arbitration proceeding. This agreement shall be governed by and construed in accordance with the laws of the State of California.
Misplaced Shipments
Shipping and handling costs for all products are the customer's responsibility unless otherwise authorized by WG and specified in writing. Customers may also specify their preferred method of shipment and shipping company to use. Should any products be lost or misplaced when using the shipping company specified by the customer, WG will not pre-replace those products. Replacement products must be purchased under the same conditions as per the standard purchase conditions.
Stock Return Policy
All sales are considered final. However, WG will consider product returns on a case-by-case basis. Such consideration is totally at the discretion of WG and applies only to EAS systems and deactivators.
The following general requirements will apply:
Return requests must be made in writing within 30 days of product delivery to the address listed on WG's shipper.
Returns will not be accepted without a properly issued RMA number from WG
Returns must be in their original unopened containers. Previously opened containers will be rejected
Returns must be shipped prepaid to the address designated by WG. Freight charges are non-refundable
Any freight damages will be reported back to the customer for disposition. All associated costs will be borne by the customer
Credit will be given within 30 days after product is received, inspected and accepted by WG quality inspectors.
The following general requirements will apply:
25% for Standard Products
50% for Special Order Products
WG will be the sole authority on all decisions regarding return authorization and acceptability of product when received at the company's dock.
