INTERNATIONAL CRYSTAL MANUFACTURING COMPANY, INC.
TERMS AND CONDITIONS
1. ACCEPTANCE OF ORDER BY ICM
All orders are non-cancellable and non-returnable to ICM and cannot be changed by Buyer after such order has been acknowledged by ICM, unless otherwise agreed to in writing by an authorized ICM representative. Buyer shall be responsible for the full purchase price of any crystals any time after the order is entered for production by ICM.
Unless otherwise provided, ICM reserves the right to modify the specifications of crystals ordered by Buyer if the modifications do not materially affect the form, fit or function of the crystals.
Unless otherwise agreed to in writing by an authorized ICM representative, payment for any order to purchase is due prior to or at the time of the submission of the order to purchase.
7. RISK OF LOSS
Unless otherwise agreed to in writing by an authorized ICM representative, all sales under this Agreement shall be F.O.B. ICM’s plant and title to the crystals and risk of loss and damage shall pass to Buyer upon delivery to the carrier at ICM’s plant.
8. DELIVERY DATES
ICM will make every reasonable effort to meet delivery date(s) quoted. However, ICM will not be liable for its failure to meet the quoted delivery date(s) or for any other delay in performance due to unforeseen circumstances or causes beyond ICM’s control including, but not limited to, any delays due to strikes, riots, acts of God, shortages of labor or materials, terrorist strikes, war, governmental laws, regulations, or restrictions, or any other causes of any kind.
All crystals shall be packed, if appropriate, for shipment and storage in accordance with standard commercial practice. All packing will conform to requirements of carrier’s tariffs.
10. COPYRIGHTED MATERIAL
ICM’s copyrighted material may not be copied onto any media, for any purpose without ICM’s approval in writing.
ICM warrants to Buyer that its crystals substantially conform to all specifications, which may be contained in the ICM publications and are free from defects in material and manufacture as of the date the crystals are shipped by ICM. ICM’s guarantee provides that:
12. RETURN CRYSTAL POLICY
A. These crystals were custom made to Buyer’s order and are not stock items, therefore, the guarantee applies only when the crystals have been returned to ICM, and the tests applied by ICM technicians indicate that the crystals are defective. When it is necessary for Buyer to request that replacement crystals be sent before the original crystals are returned, the replacement crystals will be forwarded and billed.
B. If replacements are ordered, the defective crystals, when returned, will be tested and inspected for operation in the circuit for which they were originally processed, and if found to be defective because of defective materials or poor workmanship, ICM will repair or replace the crystals on a no-charge basis, and return the crystals to Buyer, freight prepaid and insured by ICM
C. Any products deemed not defective and not qualifying for warranty work will be returned at Buyer’s risk and expense. ICM may charge Buyer its standard rates for any handling of such products.
13. LIMITATION OF WARRANTY
This warranty is extended to Buyer only. The foregoing warranty shall not apply to defects resulting from:
Any attempt to assign or transfer any of the rights, duties or obligations under this agreement shall render such assignment or transfer to be null and void.
In the event that any term or condition contained in this Agreement should for any reason be declared invalid, the remaining terms and conditions shall remain in full force and effect.
16. ADDITIONAL TERMS
No U.S. Government Procurement Regulations or Foreign Government Regulations required to be included hereunder shall be binding on either party unless specifically agreed to in writing prior to incorporation herein.
17. DISCLAIMER OF WARRANTY
THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT, ANY IMPLIED WARRANTIES OTHERWISE ARISING FROM A COURSE OF DEALING OR TRADE OR ANY OTHER OBLIGATION OF ICM.
18. REMEDIES AND LIMITATION OF LIABILITY
BUYERS’ SOLE AND EXCLUSIVE REMEDY, AND ICM’S SOLE LIABILITY, WITH RESPECT TO ANY BREACH OF WARRANTY, SHALL BE AT ICM’S OPTION:(A) REPAIR OR REPLACEMENT OF THE DEFECTIVE OR NONCONFORMING CRYSTALS OR (B) REFUND OF BUYER’S PURCHASE PRICE FOR THE DEFECTIVE OR NONCONFORMING CRYSTALS.
IN NO EVENT WILL ICM’S TOTAL LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING OUT OF ANY CAUSE (INCLUDING, BUT NOT LIMITED TO, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT) EXCEED THE PURCHASE COST OF THE CRYSTALS OR AT THE OPTION OF ICM THE REPLACEMENT COST OF THE CRYSTALS. IN NO EVENT SHALL ICM BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM SUCH CAUSE. This warranty does not cover damages that occur during shipment. Claims for damages in shipment should be made in accordance with the terms of the shipping agreements.
19. SUBSEQUENT PURCHASERS
The terms and conditions of this Agreement, including but not limited to the disclaimer of warranties, remedies and limitations of liability, extend to all subsequent purchasers of ICM’s crystals, including where the crystals are a component of a product. BUYER SHALL INCLUDE A COPY OF THESE TERMS AND CONDITIONS IN ANY SALE TO A SUBSEQUENT PURCHASER. If Buyer fails to include this notice to any subsequent purchaser, Buyer shall indemnify ICM for any liability resulting from Buyer’s failure to include such notice.
20. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and cannot be amended, waived, or modified unless the parties so agree in writing. This Agreement supersedes all prior agreements or assertions whether oral or written in all communications between parties.
Web Design and Hosting: Oklahoma Web Design