Terms & Conditions
1. ACCEPTANCE OF ORDERS: The acceptance of all orders and all sales by Sunturn Battery Productions Co. are made subject to and expressly conditional upon these terms and conditions. Any of Buyer's terms and conditions which are different from or in addition to those contained herein is hereby objected to and shall be of no effect unless specifically agreed to in writing.
2. QUOTATION: This quotation is firm for thirty (30) days from date. Clerical errors are subject to correction. No additional or different terms in Buyer's purchase order or other communication shall constitute a part of the quotation unless expressly agreed to in writing by Sunturn Battery Productions Co. and no provision of the quotation may be changed or waived in any respect except in writing by an authorized representative of Sunturn Battery Productions Co. In no event shall Sunturn Battery Productions Co. fail to object to any additional or different provision in Buyer's purchase order or elsewhere by deemed an acceptance of such provision or a waiver of any provision of this quotation.
Buyer agrees that if the Buyer changes the quantity of Goods to be released for shipment then the Seller has the right to increase or decrease the price for the quantity of Goods shipped to the Buyer.
3. PRICE POLICY: Price in effect at time of shipment. However, if a price increase becomes effective after the date of order, it will not apply to items shipped within 30 days from the effective date of the price increase.
Sales prices apply only if total quantity on the purchase order is released within twelve (12) months for shipments scheduled not more than fifteen (15) months from the date or order.
4. TAXES: All prices are exclusive of all present or future federal, state and local excise, sales, use, value added, and similar taxes. These taxes shall be paid by Buyer, or Buyer shall provide Sunturn Battery Productions Co. with a tax exemption certificate acceptable to the taxing authorities.
5. PAYMENT: Unless Sunturn Battery Productions Co. has extended credit to Buyer. Buyer shall pay Sunturn Battery Products Co. at Sunturn Battery Productions Co. option, either by: Cash with Order, Credit Card, Letter of Credit, Wire Transfer, or Sight Draft. Should Sunturn Battery Products Co. elect to extend credit to Buyer, payment balances over 30 days will be subject to 1.5% finance charge. Sunturn Battery reserves the right at any time to change the amount of or to withdraw any credit extended to Buyer. Each shipment shall be considered a separate and independent transaction and payment therefore shall be made accordingly. Buyer shall be liable for all collection costs (including attorney's fees) incurred by Sunturn Battery Productions Co. in connection with past due payments.
6. TITLE AND DELIVERY: Sunturn Battery Productions Co. shall deliver Products to Buyer F.O.B. Point of Shipment, Partial deliveries shall be permitted. All shipping charges and expenses shall be paid by Buyer.
** Shipping and handling fees will be added to invoice.
Title of merchandise passes to the buyer at FOB point. Parts damaged in shipment cannot be returned and all claims for such damage should be directed immediately to the transportation company.
7. FORCE MAJEURE: Sunturn Battery Productions Co. shall not be liable for delay or failure to deliver or perform due to any cause beyond its reasonable control, or for Acts of God, acts of Buyer, acts of any governmental authority, strikes or other Buyer, acts of any governmental authority, strikes or other labor disturbances, delays in transportation, fuel or energy shortages, or inability to obtain necessary materials, components, services, or facilities from usual sources.
8. HELD ORDERS: Any orders held, delayed, or rescheduled at the request of the Buyer will be subject to the prices and conditions of sale in effect at the time of release of the holder or reschedule, plus any additional costs incurred due to the hold or reschedule. Any such order held, delayed, or rescheduled beyond a reasonable period of time will be treated as a Buyer termination.
9. SPECIAL DOMESTIC OR EXPORT PACKING: Prices include Products having standard domestic packing only. Where special domestic packing or packing for overseas shipment is required, contact Sunturn Battery Productions Co.
10. DELAYS: If a specific shipping date is not agreed to in writing by Seller, Seller shall not be liable for any loss of damages resulting from such delays. Whether or not Seller agrees to a specific shipping date, Seller shall not be liable for delay or failure to deliver due to wars, civil disturbances, strikes, accidents, fires, floods, storms, Acts of God, and inability to obtain necessary labor, energy, water, raw or finished materials or facilities, government priorities or allocations, delays in transportation or other causes beyond Seller's control.
11. EXPERIMENTAL SALES: In the event the goods or any portion thereof furnished to Buyer are identified as "prototypes", "samples", "for approval", "on consignment", "for evaluation", or in similar terms, Buyer agrees that such material or information is confidential and that it will be liable for any disclosure of such material or information other than to employees required for evaluation by Buyer.
12. MINIMUM FACTORY ORDER: Sunturn Battery Productions Co. will accept any order at this point and have no minimum amount set until we give further notice. We reserve our right to change that when we think it is necessary in the future.
13. BLUE PRINTS AND SPECIFICATION: All assembly orders are accepted with understanding that the parts or material furnished will be in accordance with blue prints and specification on hand in Sunturn Battery Productions Co. files or furnished to Sunturn Battery Productions Co. With the Buyer's order, and which have been specifically agreed to and accepted by Sunturn Battery Productions Co. in writing as applicable to such order.
14. NEW DESIGNS: On all new assemblies, Sunturn Battery Productions Co. will charge a $100.00 NRE (Non-Recurring Engineering) fee. This is to be added as a separate line item on the sales order form. If the order for this item will exceed $500.00 the NRE fee may be waived.
Sunturn Battery Productions Co. will submit drawing to a customer for sign off approval, that the battery pack assembly is correct. Sunturn Battery Productions Co. will not proceed on the order unless the drawing is signed off by the customer. Sunturn Battery Productions Co. will submit a 1st article for a new battery pack assembly for the customers written approval before production will proceed with assembling the balance of the order. The approved 1st article will be included as part of the total quantity of the order.
15. EQUIPMENT: Any equipment (including jigs, dies and tool) which Sunturn Battery Productions Co. constructs or acquires for Buyer, notwithstanding any changes thereof, shall be and remain Sunturn Battery Productions Co.' property and in Sunturn Battery Productions Co.’s possession and control, and any amounts paid in connection therewith by the Buyer, shall be considered a service charge. All such equipment Sunturn Battery Productions Co. may make such use or disposition thereof as it desires without liability to Buyer. New or additional dies or changes necessary in existing equipment to conform to changes in design ordered by the Buyer are to be paid for by the Buyer. Dies or equipment service charges applicable cover only the useful life of such dies or equipment. Any materials owned or furnished by Buyer while in Sunturn Battery Productions Co.’s possession will be carefully handled and stored by Sunturn Battery. But Sunturn Battery shall have no responsibility for loss or damage thereto.
16. WARRANTIES AND REMEDIES: a) WARRANTIES: Sunturn Battery Productions Co. warrants to Buyer that its Products shall be free from defects in material and workmanship and shall conform to the agreed upon specification, for a period of thirty (30) days from the date of shipment. Provided, however, that as a condition of these warranties the Products shall have been stored, installed, operated and maintained in accordance with recommendations and applied in accordance with standard industry practice. Products which are "engineering samples", are sold "AS IS", 'WITH ALL FAULTS", and with no warranty whatsoever.
b) REMEDIES: Should Products sold hereunder fail to meet the above applicable warranty, Sunturn Battery Productions Co. at its option, shall repair or replace such Products or issue Buyer a credit or a refund in the amount of the purchase price provided that: (i) Sunturn Battery is notified in writing by Buyer within 30 days after discovery of such failure, Buyer is to obtain an RMA from Sunturn Battery Productions Co. to return 1 part for test and examination to establish the reason for the battery failure. At which time Sunturn Battery will determine whether the balance of the batteries may be returned using at RMA, or not: (ii) Buyer obtains a return material authorization from Sunturn Battery prior to returning any defective Products: (iii) the defective Products are returned to the location specified by Sunturn Battery Productions Co.: (iv) the defective Products are received by Sunturn Battery Productions Co. no later than four (4) weeks following the last day of the warranty period; and (v) examination of such Products by Sunturn Battery Productions Co. shall disclose that such failures have not been caused by improper installation, application, repair, alteration, accident or negligence.
c) THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The foregoing remedies set forth above are the Buyers exclusive remedies for claims (except to title) based on defects in or failure of any Products whether a claim is based in contract, tort (including negligence and strict liability), and warranty or otherwise and however instituted. Upon the expiration of the applicable warranty for any Products, all such liability shall terminate.
d) The above warranties shall apply only to Buyer and shall not apply to Buyer's customers or any other third parties.
17. GENERAL LIMITATIONS OF LIABILITY: In no event, whether as a result of claims in contact, warranty, tort (including negligence and strict liability), or otherwise, shall Sunturn Battery Productions Co. be liable for loss of profit or revenues, loss of goodwill, claims of customers, loss of use, damages to or loss of other property or equipment, INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER.
The remedies of the Buyer set forth herein as to defective or nonconforming Products are exclusive. The total cumulative liability of Sunturn Battery Productions Co. with respect to this contract or anything done in connection therewith such as the performance or breach thereof or from the manufacture, sale, delivery, resale, or use of any Product, whether for claims in contract, tort (including negligence and strict liability), or otherwise shall in no case exceed the price of the specific order to which the claim relates.
18. INDEMNITIES: Buyer shall defend and indemnify Sunturn Battery productions Co. from all liabilities and costs resulting from any suit or proceeding based upon a claim that Products infringe upon the right of a third party to the extent such claim arises from Sunturn Battery Productions Co. compliance with Buyer's designs, specifications or instructions.
Products purchased from Sunturn Battery Productions Co. are not to be used in critical safety systems (including without limitation life support equipment and devices used for implementation into the body), any such activity or process involving nuclear fission or fusion, or in any other manner not considered a standard and ordinary commercial use. Buyer agrees not to use or sell or transfer the product to others for such purposes, without prior written authorization from Sunturn Battery Productions Co... If any such use occurs, Sunturn Battery Productions Co. disclaims all liability and will in no event have any liability to Buyer or any third party for personal injury, death or property or other economic damage suffered. Buyer agrees to defend and indemnify Sunturn Battery Productions Co. against any and all costs, damage or expense arising out of or related to such liability. As used herein, "liability: means liability of any kind at any time whether in contract, tort (including negligence and strict liability), warranty or otherwise.
19. PATENTS: Sunturn Battery Productions Co. shall have no liability to Buyer if any patent infringement or claim is based upon (a) a modification of the Products not approved by Sunturn Battery Productions Co. or (b) the interconnection or use of the Products in combination with other products or devices not made by Sunturn Battery Productions Co., or (c) the use of Products in other than an application recommended by Sunturn Battery Productions Co..
The above states Sunturn Battery Productions Co.’s sole liability for infringement of patents by its Products.
20. U.S. GOVERNMENT CONTRACTS: If the Products are to be used in the performance of a U.S. Government contract or subcontract, no Government requirements or regulations shall be binding upon Sunturn Battery Productions Co. unless specifically agreed to in writing.
21. CANCELLATION CHARGES:
a) All requests for cancellation of orders, changing a delivery schedule, or placing an order on hold must be made to Sunturn Battery Productions Co. in writing with the most advanced notice possible, so as to minimize cancellation charges. When a cancellation request is received by Sunturn Battery Productions Co., then Sunturn Battery Productions Co. will evaluate the cancellation charges that the Buyer shall pay, based on whether the products is standard, non standard, or a custom battery assembly and how far along the product is through production.
b) Once Sunturn Battery Productions Co. gives the Buyer the cancellation fee, the Buyer shall send Sunturn Battery Productions Co. written documentation of the cancellation, reflecting the cancellation charges that the Buyer shall pay within 15 days. Sunturn Battery Productions Co. will acknowledge the cancellation in writing to the Buyer. Custom battery assemblies or non standard products canceled less than 30 days from scheduled shipping day will incur 100% cancellation charges. Buyer agrees to pay all cancellation charges that are included in the cancellation of the order.
22.Returns from incorrect ordered products by the customer will have a 25% re-stocking fee and customer pays for the freight to return products to Sunturn Battery Productions Co..
23. U.S. EXPORT LAWS: Sunturn Battery Productions Co.’s obligations are subject to the export administration and control laws and regulations of the U.S. Government. The Buyer shall comply fully with such laws and regulations in the export, resale of other disposition of Products.
No claim or action arising out of Buyer's order or other document pertaining to the goods, whether in contract, tort or otherwise, may be brought by Buyer more than twelve (12) months after the date of shipment of the goods.
24. MISCELLANEOUS:
a) If an order is placed in the hands of an attorney for collection or if suit is brought to collect any of the account balance or interest thereon, the customer agrees to pay reasonable attorney fees and legal costs incurred.
b) The invalidity, in whole or in part, of any provision herein shall not affect validity of any other provision herein.
c) Any representation, warranty, course of dealing or trade usage not contained or referenced herein shall not be binding on Sunturn Battery Productions Co.
d) No modification, amendment, rescission, waiver or other change in these terms and conditions shall be binding on Sunturn Battery Productions Co. unless assented to in writing by its authorized representative.
CONTACT INFORMATION
16029 Kaplan Ave.
City of Industry, CA 91744
626-581-8660 Fax: 626-968-9660
sales@sunturnbattery.com
Website: www.sunturnbattery.com
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