Terms and Conditions of Sale
These terms and conditions constitute the entire agreement between Functional Devices, Inc. ("Seller") and the Buyer.
1. Offer, Governing Provisions and Cancellations
This document is an offer or counter-offer by Functional Devices, Inc. ("Seller") to sell products ("Products") to the Buyer. Acceptance of these terms is indicated by Buyer's assent, which can occur through signing acknowledgments, providing specifications, receiving delivery, or other forms of assent. Seller rejects any additional or different terms proposed by Buyer. No representative of Seller, other than an officer, can waive or alter these terms. These terms and conditions form the entire agreement.
2. Prices
Product prices are based on these terms, including limitations of liability and warranties. If no price quote is provided before order acceptance, Buyer will pay Seller's then-current list price. Quotations and invoices show net selling prices; mathematical errors are governed by the quoted price per Product.
3. Terms of Payment
Payment is due in United States Dollars within thirty (30) calendar days after the invoice date, unless otherwise agreed in writing. Unpaid amounts will bear interest at 1.5% per month (18% annual percentage rate) or the maximum rate permitted by law. Seller may modify credit terms. No discounts apply unless agreed in writing. Buyer is responsible for collection fees, legal fees, or court costs for past due amounts. No offsets are allowed. Seller retains a lien on goods for unpaid purchase money.
4. Taxes and Other Charges
Buyer will pay all sales tax, excise tax, use tax, value added tax, consumption tax, customs duty, fees, or charges imposed by any governmental authority on the transaction. If Seller pays any such amount, Buyer will reimburse Seller or provide an exemption certificate. Seller does not accept or pay fines, penalties, or chargebacks from Buyer.
5. Delivery, Risk of Loss, Claims and Force Majeure
A. Delivery: Prices are Ex-Works (Incoterms 2010) at Seller's Shipping Facility. Risk of loss/damage and ownership transfer to Buyer upon availability at the shipping facility. Delivery dates are approximate.
B. Claims: Buyer must submit written claims for damages, shortages, or delivery errors within seven (7) calendar days after receipt. Products not rejected within this period are deemed accepted. Failure to provide notice waives all claims for that shipment.
C. Force Majeure: Seller is not liable for delays or failures due to acts of God, Buyer, government acts, fire, accident, power outage, strike, civil unrest, weather, labor difficulties, war, riot, terrorism, transportation delays, common carrier defaults, inability to obtain labor/materials/facilities, or other causes beyond Seller's control. Buyer's sole remedy for delays exceeding ninety (90) days is to cancel the order.
6. Warranty; Disclaimer
Products are warranted against manufacturing defects under normal use for five (5) years. The warranty does not cover damage from accident, abuse, mishandling, dropping, unauthorized repair, improper use, damages exceeding product cost, lightning, water, or condensation. For warranty service, Seller will, at its option, repair or replace defective products upon prepaid delivery with proof of purchase. Seller is not liable for loss, damage, or expense caused by product failure. Seller disclaims all other warranties, express or implied, including warranties of merchantability, non-infringement, and fitness for a particular purpose. No representative is authorized to make warranties other than those in this agreement.
For warranty service, contact the factory for an RA number and send the product with a sales receipt to: FUNCTIONAL DEVICES, INC., 101 COMMERCE DRIVE, SHARPSVILLE, IN 46068.
7. Limitation of Liability
Seller is not liable for loss of profit, interruption of business, or any special, consequential, or incidental damages. Seller's aggregate liability for any reason under this agreement will not exceed the total amount paid by Buyer for the product giving rise to the claim, except for claims of death or personal injury.
8. Returns
Returns are generally not permitted unless approved in writing by Seller, except for non-conforming shipments or warranty issues. Approved returns must be made within ninety (90) days of invoice and are subject to a 25% restocking fee. For non-conforming shipments or warranty issues, Buyer must provide notice, obtain authorization, and mark returned products with an RA number. Returns must be via traceable shipping, in resalable condition, with Buyer paying all shipping charges.
9. Cancellations
Order cancellations or deferments are subject to Seller's acceptance. If accepted, a reduction in quantity by more than 15% incurs a 15% cancellation charge. If cancellation is accepted, Buyer must pay for all materials manufactured, in stock, or in process, and any special materials ordered by Seller.
10. Exports
Buyer agrees to comply with U.S. Export Controls and not to sell products in violation of them. If Buyer resells or exports products to regions with reuse/recycling obligations (e.g., EU WEEE Directive), Buyer is solely responsible for these obligations and costs. Buyer shall indemnify Seller against any claims related to these obligations.
11. Miscellaneous
This Agreement is governed by Indiana law. Buyer consents to the jurisdiction of courts in Marion County, Indiana. The United Nations Convention for the International Sale of Goods is excluded. Provisions are severable; unenforceable parts will be amended or severed while preserving the original intent. No modification or waiver is binding unless in writing and signed by authorized representatives of both parties.
