Terms and Conditions of Sale (as of 04/2024)
SELLER’S OFFER:
The Terms and Conditions of Sale contained herein (“Terms & Conditions”) constitute the entire agreement between Micro-Hybrid Electronics, Inc. (“Seller” or “Micro-Hybrid Electronics, Inc.”) and the party that places a purchase order with Micro-Hybrid Electronics, Inc. (“Buyer”) and shall control all purchases of goods and services by Buyer from Micro-Hybrid Electronics, Inc. Micro-Hybrid Electronics, Inc. will not be bound by any terms of Buyer’s purchase order unless expressly agreed to in writing by Micro-Hybrid Electronics, Inc. No form of acceptance except Micro-Hybrid Electronics, Inc.’s written or electronic acknowledgment provided to Buyer or Micro-Hybrid Electronics, Inc.’s commencement of performance shall constitute valid acceptance of Buyer’s purchase order; any such acceptance is expressly conditioned on Buyer’s assent to the terms hereof and the exclusion of all additional or different terms except as may be set forth in a written agreement expressly superseding these terms.
ACCEPTANCE:
Buyer accepts these Terms & Conditions, by any of (a) executing a separate agreement with Micro-Hybrid Electronics, Inc. that incorporates these Terms & Conditions, (b) delivering an Order or equivalent to Micro-Hybrid Electronics, Inc. for goods or services with quantities and delivery dates acceptable to Micro-Hybrid Electronics, Inc., regardless of said Order’s or equivalent’s inclusion or purported modification or rejection of these Terms & Conditions, (c) accepting delivery of the goods or performance of the services, or (d) paying part or all of the price for the goods or services, whether prior to delivery or not, whichever of said acceptance methods comes first.
ORDERS:
Buyer shall purchase goods or services by issuing a written purchase order (the “Order”) signed by an authorized representative, indicating specific products, quantity, unit price, services, total purchase price, shipping instructions, bill-to and ship-to addresses, tax exempt certificates, if applicable, and any other special instructions. Any contingencies contained on such order are not binding upon Seller. Seller will accept or reject orders according to its then-current procedures. All Orders are subject to acceptance in writing by Seller.
PAYMENT:
Payment terms are net 30 days from invoice date for customers with approved credit. Accounts more than 30 days past due will be subject to a late charge at the rate of 1.50% per month or the highest rate permitted by applicable law, whichever is higher. As security for the full and prompt payment, in cash, of any amounts due under an Order or these Terms & Conditions, including, without limitation, any unpaid Order between Seller and Buyer, Buyer hereby grants to Seller a security interest in any goods furnished by Seller to Buyer. Buyer hereby irrevocably designates and appoints the Seller as its agent and attorney-in-fact to act for and on Buyer’s behalf to execute and file any document and to do all other lawfully permitted acts to perfect this security interest or protect Seller’s interest in the goods with the same legal force and effect as if executed by Buyer, including, without imitation, filing a UCC financing statement.
DELIVERY TERMS AND TRANSFER OF RISK:
A projected time of delivery is ordinarily stated in Micro-Hybrid Electronics, Inc’s Quote or otherwise communicated to Buyer. Any time of delivery stated by Micro-Hybrid Electronics, Inc. is only an estimate, and the time of delivery is subject to change without notice. Micro-Hybrid Electronics, Inc. does not guarantee delivery by any estimated date. Delivery terms shall be E.X.W. Tucson, AZ. Delivery to carrier at point of origin shall constitute delivery to Buyer and thereafter the shipment shall be at Buyer’s risk, regardless of whether Seller or Buyer pays delivery cost. Claims for loss or damage to products in transit should be made to the carrier and not to Seller. Upon request of the Buyer, Seller will insure the goods in an Order against the usual risks of transport at the expense of the Buyer.
RETURNED GOODS:
We understand that occasionally situations arise where a return may be necessary. However, due to the specialized nature of our sensor and IR device technology, we regret to inform you that Micro-Hybrid Electronics, Inc. operates a strict no-return policy, and Buyer may not return goods except in cases of product defects or errors in fulfillment on our part:
1. Defective Products:
In the unlikely event that you receive a defective product, please contact our sales team at Micro-Hybrid Electronics, Inc. within 14 days of receiving the product. Claims of defect must be made within such period and follow our replacement procedures unless we agree otherwise. We will arrange for the return and replacement of the defective item(s).
2. Fulfillment Errors:
If you receive an incorrect product due to an error on our part, please contact our Micro-Hybrid Electronics, Inc. sales team within 14 days of receiving the product. Claims of error must be made within such period and follow our replacement procedures unless we agree otherwise. We will arrange for the return and replacement of the incorrect item(s).
Material may not be returned without prior authorization. A minimum of twenty five percent (25%) handling / restocking charge, after inspection and at Seller’s discretion, can be made upon all goods returned for credit. Goods returned for credit must be in new like condition and returned within five (5) days after receipt Custom items or special order merchandise including all nonstandard material is not returnable.
EXPORT:
Micro-Hybrid Electronics, Inc.’s policy is to fully comply with all applicable U.S. trade laws and regulations, including, without limitation, The Export Administration Act and the Export Administration Regulations administered by the U.S. Department of Commerce, Bureau of Industry and Security. Micro-Hybrid Electronics, Inc. is not responsible for any violation by Customer or any third parties of any applicable U.S. trade laws or regulations related to the sale, transfer or use of any goods. Buyer hereby agrees to indemnify, defend, and hold harmless Micro-Hybrid Electronics, Inc. and its employees, officers, and directors from any and all claims and liabilities (including, without limitation, reasonable attorney’s and other professional fees) that arise from or relate to any violations of any applicable U.S. trade laws or regulations committed or alleged by a third party to have been committed by Buyer or any third party acting for or on behalf of Buyer related to any goods.
LIMITED WARRANTY AND EXCLUSION:
Micro-Hybrid Electronics, Inc. warrants the goods subject to an Order to be free of material defects in materials and workmanship for a period of two (2) years from the date of shipment. Any goods Buyer believes to be in violation of this warranty must be shipped to Micro-Hybrid Electronics, Inc. with all shipping costs paid by Buyer or offered to Micro-Hybrid Electronics, Inc. for inspection and examination within said two-year period. Upon Micro-Hybrid Electronics, Inc.’s examination and if a material defect is found, Micro-Hybrid Electronics, Inc. will, at its sole option, refund the purchase price of, or repair or replace at no charge to Buyer, the affected goods. This limited warranty does not apply to any defects resulting from any action of Buyer, including, without limitation, improper installation, interfacing, or repair; unauthorized modification; misapplication; or mishandling (including, without limitation, exposure to excessive current, cold, heat, outdoor air, or moisture). If no material defect is found upon examination or the item(s) are not for some other reason within this limited warranty’s coverage, Micro-Hybrid Electronics, Inc.’s service time expended on and off-site will be charged to Buyer at Micro-Hybrid Electronics, Inc.’s then standard hourly rates. Micro-Hybrid Electronics, Inc. has no such warranty obligation under the Order if the Product is subjected to abuse, misuse, negligence or accident or if Buyer fails to perform any of its duties or responsibilities set forth herein. IN NO EVENT SHALL BUYER BE ENTITLED TO ANY CONSEQUENTIAL, INCIDENTAL, CONTINGENT, PUNITIVE OR OTHER SPECIAL, INDIRECT OR SPECULATIVE DAMAGES OF ANY KIND, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHER THEORIES OF LAW, WITH RESPECT TO GOODS SOLD OR SERVICES RENDERED BY SELLER, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATED THERETO. No action or suit to enforce Buyer’s rights or remedies arising from a sale shall be commenced later than two years from the date of shipment.
FORCE MAJEURE:
Micro-Hybrid Electronics, Inc. shall not be liable for any delay in or impairment of performance resulting in whole or in part from catastrophic events, labor disruptions, shortages, inability to procure product, supplies or raw materials, severe weather, war, acts of terrorism, civil unrest, pandemics, acts of god, or any other circumstances or other cause beyond the control of Micro-Hybrid Electronics, Inc.. In the event that such occurrences prevent or interfere with Micro-Hybrid Electronics, Inc.’s ability to fulfill an Order, Buyer shall accept as full and complete fulfillment of the Order such portion of the goods as Micro-Hybrid Electronics, Inc. is able, under the circumstances, to procure and deliver in accordance with the same, and Buyer is responsible for payment of such portion.
THIRD PARTY BENEFICIARIES:
Except as otherwise required by law, there are no intended or actual third party beneficiaries of an Order or these Terms & Conditions.
SEVERABILITY CLAUSE:
If one or more stipulations of these General Conditions of Sale is deemed invalid or declared invalid pursuant to a law, regulation or following a definitive decision by a court having jurisdiction, the other stipulations shall retain their full force and scope.
COMPLIANCE AND APPLICABLE LAWS:
Each party agrees to be responsible for complying with all applicable laws, rules, regulations, judgments, decrees, orders and permits in performing its obligations under these Terms & Conditions. THESE TERMS & CONDITIONS AND ANY SALE HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE STATE OF ARIZONA, WITHOUT APPLICATION OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (“UN CISG”) AND WITHOUT REGARD TO CONFLICTS OF LAWS RULES THAT WOULD DIRECT THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. THE UN CISG SHALL NOT APPLY TO THESE TERMS AND CONDITIONS. ANY ARBITRATION, ENFORCEMENT OF AN ARBITRATION OR LITIGATION WILL BE BROUGHT IN PIMA COUNTY, ARIZONA, AND BUYER CONSENTS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN PIMA COUNTY, ARIZONA, SUBMITS TO THE JURISDICTION THEREOF AND WAIVES THE RIGHT TO CHANGE VENUE. BUYER FURTHER CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING.