The terms, conditions and instructions set forth in this document apply to all quotations, accepted orders and contracts with respect to sales of goods or agreements to provide services by Micro-Coax, Inc., a Pennsylvania corporation and its subsidiaries and/or affiliates under its control (collectively, “Seller”), to you (“Buyer”), from the date of Buyer’s receipt of this document containing these terms, conditions and instructions, whether received by Buyer by mail, by telephone, or by electronic means such as exchanges of emails or facsimiles between Seller and Buyer, until such time as you have received a revised edition of these terms and conditions or other written notice , electronic or otherwise, from Seller, of their alteration or revocation. Seller desires to provide Buyer the products and services Buyer desires in a prompt and efficient manner, but to negotiate individually the terms and conditions of each sales contract would substantially impair Seller’s ability to provide such products and services. Accordingly, products furnished and services rendered by Seller are sold and provided only on the terms and conditions stated in this document. Notwithstanding any terms or conditions on Buyer’s order, Seller’s performance of any contract is expressly made conditional on Buyer’s agreement to Seller’s terms and conditions of sale as more fully set forth below. Commencement of performance by Seller, shipment and/or delivery shall be for Buyer’s convenience only and shall not create any other contractual obligation between the parties nor shall it be deemed or construed to be acceptance of any of Buyer’s terms or conditions, which instead shall be governed by this document, as set forth below.
If these terms are not attached to a response from Seller to a purchase order from Buyer, this is not an offer to contract, but instead is a quotation upon which formal offers to contract may be made to Seller. Seller shall not be subject to any contractual obligations until a formal offer in writing from Buyer shall have been received by Seller at its Pottstown, Pennsylvania corporate headquarters and a formal written acceptance of such offer shall have been placed in the mail by an authorized Seller representative for delivery to Buyer. In addition, no order for Seller’s products or services shall be binding upon Seller until customer credit with respect to Buyer has been approved and until accepted in writing by an authorized Seller representative. The terms and conditions of sale contained in this document are the only terms and conditions applying to the sale of Seller’s products or agreements by Seller to render services to Buyer, except specific additional and consistent terms relating to prices, quantities, delivery schedules, terms of payment, invoicing, shipping instructions, technical descriptions and specifications of the products ordered or any other specific written conditions that may be mutually agreed upon by Buyer and Seller and set forth in separate documentation that has not been pre-printed by Buyer and that may supplement or amplify terms and conditions set forth in this document. Any other terms and conditions provided by Buyer in such a pre-printed or other form document that are inconsistent or which conflict with this document shall be deemed to be no part of, and to be knocked out of, any binding agreement between Buyer and Seller and no such term, condition, statement or representation not contained herein shall be binding on Seller, as a warranty, agreement to provide indemnification to Buyer, or otherwise. To the extent Buyer and Seller have entered into a “blanket order” under which Seller agrees to manufacture a specific quantity of products and ship them according to a schedule supplied by Buyer and agreed to by Seller, any written terms and conditions applying to such blanket order are deemed to have been appended to these terms and conditions and become an integral part thereof. Unless otherwise stated, commercial tolerances usually applicable to the product to be supplied by Seller to Buyer in accordance with industry practices and applicable customary terms of trade will apply. Change orders will not have any validity whatsoever except with Seller’s separate written consent and under terms and conditions that will recompense, indemnify and hold Seller harmless by Buyer for any added costs of such changes, with any such proposed change orders being provided by Buyer to Seller in writing only. Buyer shall be deemed to have agreed to all Seller’s terms and conditions of sale in effect at the time Buyer submits its order to Seller and to any special terms and conditions contained in any quotation and acknowledgement or other writing signed by an authorized representative of Seller. Buyer shall also be deemed to have agreed to all changes or additions to such terms and conditions which become effective subsequently, and prior to Seller’s acceptance of Buyer’s order unless Buyer notifies Seller in writing to the contrary within 5 working days after Buyer receives notification of the new or changed conditions, in which case the Buyer’s order shall be deemed canceled.
These terms and conditions supersede all terms and conditions (pre-printed or otherwise) on the purchase order form of Buyer and all other inconsistent terms submitted by Buyer prior to acceptance of the Buyer’s order by Seller. This writing is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms and conditions of their agreement, which can be modified or rescinded only in writing signed by both parties. Failure of Seller to object to the provisions contained in any prior or subsequent order or other communication from Buyer (including but not limited to penalty clauses) shall not be construed as a waiver of these terms and conditions of sale nor an acceptance of any terms or conditions of Buyer. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the agreement between Buyer and Seller, the application of which is expressly excluded. The acceptance of all orders shall be deemed to be contracts entered into in the Commonwealth of Pennsylvania and shall be construed in accordance with the substantive laws of the Commonwealth of Pennsylvania, excluding the application of its conflicts of law rules.
Sales of products shall be at the prices stated in the price quotation by Seller but are subject to: change without notice at any time before acceptance and formation of a binding agreement between Buyer and Seller; correction of stenographic or clerical errors; and increases in cost of raw materials, wages or taxes, which increases will be passed on to Buyer by Seller when received by Seller. Prices in any price lists or other literature are not offers to sell and are subject to confirmation by Seller. No quotation is assignable by Buyer without the prior written consent of Seller. Nonrecurring engineering charges, if any, are intended to reimburse Seller in part for tools and fixtures especially required for a particular Buyer requirement and will be passed on to Buyer by Seller, without any additional charge for upkeep or repair of such tools and fixtures. Such nonrecurring engineering charges have no effect on Seller’s ownership of such tools and fixtures or their use or disposition and create no right in Buyer to remove any tools or fixtures from any Seller location, as all such tools and fixtures are included in the Licensed Information owned and retained by Seller pursuant to Paragraph 7 below.