Standard Terms and Conditions
(A) Supplier is to be promptly notified in writing upon discovery of defects by Buyer.
(B) Buyer must obtain a Return Material Authorization (RMA) number from the Supplier prior to returning product.
(C) The defective product is returned to Supplier, transportation charges prepaid by Buyer.
(D) Supplier's examination of such product discloses, to its satisfaction, that such defects have not been caused by
misuse, neglect, improper installation, repair, alteration, or accident.
(E) The product is returned in the form it was delivered with any necessary disassembly carried out by Buyer at Buyer's
IN NO EVENT SHALL SUPPLIER, OR ANYONE ELSE ASSOCIATED IN THE CREATION OF ANY OF SUPPLIER'S
PRODUCTS OR SERVICES, BE LIABLE TO BUYER FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY
NATURE INCLUDING LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERUPTION, AND THE LIKE. BUYER
ACKNOWLEDGES THAT THE ABOVE WARRANTIES AND LIMITATIONS THEREON ARE APPROPRIATE AND
REASONABLE IN EFFECTUATING SUPPLIER'S AND BUYER'S MUTUAL INTENTION TO CONDUCT AN EFFICIENT
TRANSACTION AT PRICES MORE ADVANTAGEOUS TO BUYER THAN WOULD BE AVAILABLE IN THE PRESENCE
OF OTHER WARRANTIES AND ASSURANCES.
(7) PATENTS: Buyer shall notify Supplier in writing of any claim that any product or any part of use thereof furnished under this
agreement constitutes an infringement of any U.S. patent, copyright, trade secret, or other proprietary rights of a third party.
Notice shall be given within a reasonable period of time which should in most cases be within ten (10) days of receipt by
Buyer of any letter, summons, or complaint pertaining to such a claim. At its option, Supplier may defend at its expense any
action brought against Buyer to the extent that it is based on such a claim. Should Supplier choose to defend any such claim,
Supplier may fully participate in the defense, settlement, or appeal of any action based on such claim.
Should any product become, or in Supplier's opinion be likely to become, the subject of an action based on any such
claim, Supplier may, at its option, as the Buyer's exclusive remedy, either procure for the Buyer the right to continue
using the product, replace the product or modify the product to make it noninfringing. IN NO EVENT SHALL SUPPLIER
BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES BASED ON ANY CLAIM OF INFRINGEMENT.
Supplier shall have no liability for any claim based on modifications of a product made by any person or entity other than
Supplier, or based on use of a product in conjunction with any other item, unless expressly approved by Supplier.
Supplier does not warrant goods against claims of infringement which are assembled, prepared, or manufactured to
(8) NON-WAIVER OF DEFAULT: Each shipment made under any order shall be treated as a separate transaction, but in the
event of any default by Buyer, Supplier may decline to make further shipments without in any way affecting its rights under
such order. If, despite any default by Buyer, Supplier elects to continue to make shipments, its action shall not constitute a
waiver of that or any default by Buyer or in any way affect Supplier's legal remedies for any such default. At any time, Sup-
plier's failure to exercise any right to remedy available to it shall not constitute a waiver of that right or remedy.
(9) TERMINATION: If the products to be furnished under this order are to be used in the performance of a Government contract
or subcontract, and the Government terminates such contract in whole or part, this order may be canceled to the extent it
was to be used in the canceled portion of said Government contract and the liability of Buyer for termination allowances shall
be determined by the then applicable regulations of the Government regarding termination of contracts. Supplier may cancel
any unfilled orders unless Buyer shall, upon written notice, immediately pay for all goods delivered or shall pay in advance
for all goods ordered but not delivered, or both, at Supplier's option.
(10) LAW: The validity, performance and construction of these terms and conditions and any sale made hereunder shall be gov-
erned by the laws of the state of Texas.
(11) ASSIGNS: This agreement shall not be assignable by either Supplier or Buyer. However, should either Supplier or Buyer be
sold or transferred in its entirety and as an ongoing business, or should Supplier or Buyer sell or transfer in its entirety and as
an ongoing concern, any division, department, or subsidiary responsible in whole or in part for the performance of this Agree-
ment, this Agreement shall be binding upon and inure to the benefit of those successors and assigns of Supplier, Buyer, or
such division, department, or subsidiary.
(12) MODIFICATION OF STANDARD TERMS AND CONDITIONS: No attempted or suggested modification of or addition to any
of the provisions upon the face or reverse of this form, whether contained or arising in correspondence and/or documents
passing between Supplier and Buyer, in any course of dealing between Supplier or Buyer, or in any customary usage preva-
lent among businesses comparable to those of Supplier and/or Buyer, shall be binding upon Supplier unless made and
agreed to in writing and signed by an officer of Supplier.
(13) QUANTITIES: Any variation in quantities of electronic components, or other goods shipped over or under the quantities
ordered (not to exceed 5%) shall constitute compliance with Buyer's order and the unit price will continue to apply.
© 2002 Teccor Electronics
SIDACtor® Data Book and Design Guide
1 - 13