Wright Capacitors, Inc.
Terms and Conditions
TERMS AND CONDITIONS: Subject to any applicable written override agreement, this contract is entered into by Wright Capacitors, Inc. ("WCI") and "Customer" only on the terms and conditions contained herein. It supersedes all prior offers and communications and contains the entire understanding of the parties on the subject matter hereof. Changes hereto not made in writing executed by WCI’s authorized contractual representative are invalid. No waiver of any term or provision hereof shall imply a subsequent waiver of the same or any other term or provision hereof or constitute a continuing waiver. No acceptance by the Seller of any order shall be deemed to be an acceptance of any provision of the Buyer’s Purchase Order form. No Purchase order or written or oral agreement will modify this order, including these terms and conditions, unless specifically agreed to in writing, by Seller.
PRICING AND TAXES: Unless otherwise specified in writing by WCI all prices are F.O.B. the plant in Santa Ana, California. All prices stated herein are subject to any addition which may be necessary to cover any tax or charge now existing or hereafter imposed by federal, state or municipal authority upon products or services herein described, or the production, sale, distribution, or delivery thereof, or upon any feature of this transaction. Price terms are subject to changes caused by the fluctuation in market price of precious metals employed in the manufacture of the goods described herein.
PAYMENT AND CREDIT: Each shipment shall be a separate transaction and payment shall be made accordingly. Unless otherwise agreed in writing, payment for products shall be made on the basis of net cash thirty (30) days from the date of shipment. WCI reserves the right to charge interest on any late payment.
PACKAGING AND SHIPMENT: WCI shall comply with Customer’s shipping instructions and comply with all applicable regulations. Itemized packing slips showing this purchase order number will accompany each delivery. Where transportation charges are to be prepaid by WCI and billed to Customer, the amount shall be separately stated on the invoice. Unless otherwise agreed and stated on the face of this purchase order, the FOB point is WCI’s shipping dock. Title and risk of loss or damage to goods shall pass from WCI to the customer upon delivery by WCI to the possession of the carrier. Any claims for loss or damage after risk of loss has passed as herein provided shall be filed with the carrier.
SHIPMENTS AND DELAY: Shipment dates are based upon Seller's best judgment and are not guaranteed. Seller shall not be liable for any delays and shall not be liable for the financial impact of any delays. Seller reserves the right to apportion production among its customers as it may determine.
WARRANTY: WCI warrants to the customer that the products manufactured by it and described on the face hereof will at delivery be free from defects in material and workmanship. WCI will, with reasonable promptness replace or, at its option, repair any products or parts thereof which are defective under this warranty, or at its option, issue credit thereof, provided however, that in all cases notice of defect is given to WCI in writing and within ninety (90) days after tender of delivery. WCI shall not be liable for incidental or consequential damages of any nature; the customer’s sole and exclusive remedy hereunder shall be the repair or replacement of defective products or parts or credit thereof, whichever WCI elects to provide. A product shall not be considered defective under this warranty if at delivery it meets the specifications and conforms to a sample, which has been approved by the customer, nor shall products be considered defective under this warranty if a component furnished by customer contributes to any alleged defect in the finished product. This warranty does not extend to products that have been abused or have been repaired or altered outside of WCI’s plant.
WCI MAKES NO WARRANTIES REGARDING PRODUCTS MANUFACTURED BY IT OR OTHERS (INCLUDING WITHOUT IMPLIED LIMITATION WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES AGAINST INFRINGEMENT OF ANY PATENT), EITHER EXPRESSED OR IMPLIED, EXCEPT AS PROVIDED HEREIN.
INSPECTION: WCI shall maintain an inspection system adequate to ensure that all work performed, and products delivered conform to contract requirements.
DEFAULT: WCI shall not be liable for delays in delivery or failure to manufacture or deliver due to causes beyond its reasonable control, including but not limited to acts of God, acts of Customer, acts of military or civil authorities, fires, strikes, flood, war or inability to obtain necessary labor, materials, components or services through WCI’s usual and regular sources at usual and regular prices. In no event shall WCI be liable for anticipated profits, or for incidental or consequential damages. WCI shall not be liable for penalties or for any amount in damages or otherwise in excess of the price allocable to the units of product or work giving rise to the claim.
TRADE SECRETS AND PUBLICITY: Protected data means all disclosures of Customer’s and WCI’s designs, processes, components, and other information, which are protected under the law of trade secrets whether or not recorded. Recorded data means that data, which is contained in drawings, writings, films, sound recordings, or similar media. Notwithstanding any other provisions of this contract, neither party will use protected data provided by the other, or otherwise acquired through access to facilities, records and studies or through observations of activities of the other, except as such use is necessary to the fulfillment of obligations under Customer’s prime contract (if any) or this contract. Provided, however, if recorded data is furnished to third parties with unlimited rights, which would otherwise be protected data as defined above, either party may use such data if it is otherwise not protected under the law of trade secrets. Neither party shall be obligated to protect recorded data provided by the other unless there is notification in writing or by suitable legend that such data is proprietary or is submitted for limited use only. No publicity releases shall be made regarding this contract without WCI’s express written permission.
CONFIDENTIAL INFORMATION: Each party understands that it has and will receive certain specifications, designs, programs, technical information, and performance data from the other party concerning products, and customer information, business information, or other information that is confidential or proprietary ("Confidential Information") and agrees that it will neither use nor disclose the same to others without the express written permission of the other party in each instance.
INDEMNIFICATION: Customer shall indemnify, defend, and hold WCI harmless from and against any and all actions, claims, liabilities, costs, damages, and expenses (including reasonable attorney’s fees) for physical damage to or loss of tangible property, for injury or death of any person and for any product recall or retrofit, in each case to the extent arising out of, resulting from or caused by: (a) acts or omissions of WCI its employees, agents, and subcontractors, or (b) any defect in design, workmanship, or materials carried out or employed by WCI or its employees, agents, or subcontractors, or (c) entering upon premises occupied by or under the control of Customer, any of its customers, or suppliers in the course of performing this order, except in each case to the extent that any such damage to or loss of property and injury or death of any person is caused by acts or omissions of Customer, its employees, agents, and subcontractors.
LAWS: All agreements required by any applicable federal law or regulations to be incorporated are hereby incorporated. WCI warrants that the goods and services ordered herein have been or will be produced and sold in compliance with the provisions of any Federal, State, or other laws applicable thereto.
ENTIRE AGREEMENT, MODIFICATION, NOTICES: This contract, including any attached Schedules and Exhibits, constitutes the entire agreement of the parties hereto with respect to the sale of products and services by WCI to Customer and supersedes all prior representations, warranties, agreements, and understandings, of any kind, written and oral, of the parties hereto. It may not be modified or amended except by written amendment specifically referencing this contract signed by the authorized representatives of both parties. All notices shall be given in writing and be sent by postage prepaid mail addressed to the parties at their addresses first mentioned above or as otherwise designated to the other by notice as herein required. All disputes between WCI and the Customer shall be determined pursuant to the local law of the State of California and venue for any such dispute shall be the Superior Court of Orange County, California.
IMPLANT MEDICAL APPLICATIONS: Wright Capacitors, Inc. will not knowingly sell or sample any WCI product into any implant medical application. WCI makes no warranties, express or implied, concerning the suitability of any WCI product for use in implant medical applications. Do not use WCI products in medical applications involving implantation in the human body.