By submitting a Purchase Order for the purchase of products, Customer
acknowledges and agrees to the following terms and conditions:
Customer will initiate offers to purchase products by the
submission of a Purchase Order to Steven Engineering. Purchase Orders
will identify the products, unit quantities, part numbers, descriptions,
applicable prices and requested delivery dates. All Purchase Orders
are subject to Steven Engineering's acceptance, in its sole discretion,
product available and these governing Terms and Conditions.
All prices are set forth in US dollars. All quoted prices
are subject to change without notice. Prices charged are those in
effect at the time of shipment and Customer agrees to pay such prices,
subject to any Customer specific pricing and transaction related
charges. Prices may increase before shipment in the event Steven
Engineering's costs increase. If delivery is delayed at Buyer's
request beyond the originally scheduled delivery date, prices are
subject to revision.
Products invoiced and held by Steven Engineering at Customer's
request will be held at Customer's sole risk and expense above and
beyond the purchase price, including but not limited storage and
Any applicable sales, excise, use or other taxes, duties or fees
which Steven Engineering may be required to pay or collect, under
any existing or future law, upon or with respect to the sale, purchase,
delivery, storage, processing, use, consumption or transportation
of any products covered hereby, shall be for the account of the
Customer, and Customer agrees to pay such amount to Steven Engineering
upon request in addition to the quoted purchase price.
Terms of Payment
Subject to the approval of Customer's credit by Steven Engineering,
standard term of payment is NET thirty (30) days from the date of
invoice, and payment shall be made as follows:
a. For Customers having an established place of business in the
United States (excluding protected territories and possessions)
and requesting delivery of product in the United States (excluding
protected territories and possessions), Customers may pay by personal
check, money order, major credit card (MasterCard, Visa, and American
Express), Cash on Delivery (COD) or, upon advance qualification,
an open account with Steven Engineering.
b. For Customers requesting delivery of product to locations outside
of the United States, Customers must pay by wire transfer of funds
or major credit card only.
Customer will pay the total amount of each invoice from Steven Engineering
pursuant to the terms of such invoice without offset or deduction.
Invoices not paid when due will bear interest to date of payment
at the annual rate of eighteen (18%) percent or such lower rate
as may be the maximum permitted by law. If Customer fails to make
payment when due, Steven Engineering may pursue any legal or equitable
remedies, in which event Steven Engineering will be entitled to
reimbursement for costs of collection and reasonable attorneys'
All Customer Purchase Orders are subject to ongoing credit approval
by Steven Engineering. Customer will submit such financial information
as Steven Engineering may reasonably require for determination of
credit terms. Steven Engineering may, at any time or times, suspend
performance of any order or require payment in cash, security or
other adequate assurance satisfactory to Steven Engineering when,
in Steven Engineering's opinion, the financial condition of Customer
or other grounds for insecurity warrant such action. Stephen Engineering
may, in its sole discretion, change theses terms of payment without
notice, at any time or times, for all future transactions and require
advance payment, security, payment by official bank draft or other
approved payment means, as Steven Engineering deems appropriate
in its sole discretion.
If Customer is in default of any payment, Steven Engineering may,
in its sole discretion, suspend or cancel delivery of product under
any and all Purchase Orders or cancel any and all Purchase Orders,
in whole or in part, and Customer shall be liable to pay Steven
Engineering for products already shipped.
As may be authorized hereunder, payments by check are subject to
collection and the date of collection will be deemed the date of
Any payment received from Customer may be applied by Steven Engineering
against any obligation owing by Customer to Steven Engineering under
this or any other contract, regardless of any statement appearing
on or referring to such check, without discharging Customer's liability
for any additional amounts owing by Customer to Steven Engineering.
The acceptance by Steven Engineering of such check will not constitute
a waiver or settlement of Steven Engineering's right to pursue the
collection of any remaining unpaid balance.
Delivery & Title
All orders are shipped FOB point of shipment from Steven
Engineering's facility. Products will be shipped via UPS (or other
like carrier when necessary), unless requested otherwise by Customer.
For priority or overnight deliveries, please so indicate when ordering.
Steven Engineering will make commercially reasonable efforts to
deliver products in accordance with Customer's requested delivery
date(s). Customer acknowledges that delivery dates provided by Steven
Engineering are estimates only - not a warranty or guarantee --
and that Steven Engineering will not be liable for failure to deliver
product on such dates. Customer requests to reschedule delivery
dates are subject to acceptance by Steven Engineering in its sole
Subject to Steven Engineering's right of stoppage in transit, delivery
to a carrier will constitute delivery to Customer, and all risk
of loss will thereupon pass to Customer; however, title in and to
all products shall remain in Steven Engineering until payment is
made in full by Customer and received by Steven Engineering.
Any claims for shortages and/or damage to delivered products must
be made to the carrier in accordance with the carrier's claims policy,
but not more than ten (10) days after delivery of the product to
Inspection and Acceptance
All products delivered shall be examined by Customer promptly
upon receipt. Customer shall be deemed to have accepted the products
unless a valid written notice of rejection, due to defect in the
goods or non-conformance to the order, is received by Stephen Engineering
within 30 days of Customer's receipt of goods. No such claims made
after such period need be considered by Steven Engineering. Products
purchased on the basis of weight are subject to customary quantity
variations recognized by trade practice.
Customer must obtain a material authorization number ("RMA
No.") from Steven Engineering before returning any product
eligible for return. No return of eligible products will be accepted
by Steven Engineering without a return material authorization number
(RMA No.), which will be issued at Steven Engineering's sole discretion.
Special order products may not be returned for any reason if non-defective.
All authorized returned products must be unused and re-saleable,
in original shipping cartons and must be complete with all packing
materials. If returned products are claimed to be defective, Customer
must notify a Customer Service Representative of the nature of the
defect prior to returning the product. All items not eligible for
return will be returned to customer, transportation costs collect.
Product returned to Steven Engineering by Customer for no fault
of Steven Engineering shall be subject to the restocking/handling
fee of fifteen percent (15%) of the total purchase price of the
Cancellation of Orders
Orders may not be canceled (or rescheduled) after delivery
of the products to the carrier.
a. Regularly Stocked Products. Customer may, without charge, cancel
a Purchase Order, in whole or in part, for regularly stocked products
by written notice of cancellation to Steven Engineering not less
than sixty (60) days before Steven Engineering's scheduled shipment
date. Any written notice of cancellation of a Purchase Order, in
whole or in part, received by Steven Engineering less than sixty
(60) days before the scheduled shipment date may be refused or accepted
by Steven Engineering in its sole discretion, and if accepted, all
cancelled products shall be subject to a restocking/handling charge
of fifteen percent (15%) of the total purchase price of the cancelled
b. Special Order Products. Customer may not cancel special order
products, which include but are not limited to products not regularly
stocked by Steven Engineering, products that are subject to minimum
order requirement and products that have special handling charges.
All sales of special order products are sold on a final, non-cancelable,
non-returnable, non-refundable basis.
Limited Warranty & Limitations of Liability
Steven Engineering warrants to Customer that the products
delivered will conform substantially to the description set forth
in the Purchase Order. WITH THE EXCEPTION OF THE FOREGOING WARRANTY,
STEVEN ENGINEERING MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED WITH
REGARD TO THE PURCHASE OF PRODUCTS, AND HEREBY EXPRESSLY DISCLAIMS
ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE OR USE, OR NON-INFRINGEMENT.
NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE PURCHASE OF PRODUCT
UNDER THIS CONTRACT MAY BE BROUGHT BY CUSTOMER MORE THAN ONE YEAR
AFTER THE CAUSE OF ACTION HAS ACCRUED.
IN NO EVENT SHALL STEVEN ENGINEERING BE LIABLE TO CUSTOMER FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES
OF ANY KIND (REGARDLESS OF HOW STATED) ARISING OUT OF OR RELATED
TO THIS AGREEMENT, THE USE OF ELECTRONIC MEANS TO CARRY OUT A PURCHASE
TRANSACTION, OR THE PURCHASE OF ANY PRODUCT HEREUNDER, INCLUDING
BUT NOT LIMITED TO, LOSS OF PROFIT, LOSS OF PROMOTIONAL OR MANUFACTURING
EXPENSE, OVERHEAD, INJURY TO REPUTATION, LOSS OF GOODWILL, LOSS
OF CUSTOMERS, INJURY TO COMPUTERS, NETWORKS OR TELECOMMUNICATIONS
EQUIPMENT, WHETHER OR NOT STEVEN ENGINEERING HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL CUSTOMER'S RECOVERY FROM STEVEN ENGINEERING FOR
ANY CLAIM EXCEED CUSTOMER'S PURCHASE PRICE FOR THE PRODUCT(S) GIVING
RISE TO THE CLAIM IRRESPECTIVE OF THE NATURE OF THE CLAIM, WHETHER
IN CONTRACT, TORT, WARRANTY, OR OTHERWISE.
With respect to products that do not meet applicable manufacturer's
specifications, Customer's sole remedy and Steven Engineering's
total liability is limited to a refund of Customer's purchase price
for such products or replacement of such products; provided, however,
that such products are returned, transportation charges prepaid,
to Steven Engineering along with acceptable evidence of purchase
of such products from Steven Engineering, within twenty (20) days
from the date of delivery to Customer.
Steven Engineering will not be liable for delays in delivery
or for failure to perform its obligations due to causes beyond its
reasonable control, including, but not limited to, product allocations,
material shortages, labor disputes, transportation delays, unforeseen
circumstances, acts of God, acts or omissions of other parties,
acts or omissions of civil or military authorities, government priorities,
fire, strikes, floods, epidemics, quarantine restrictions, riots,
terrorists acts, or war. Steven Engineering's time for delivery
or performance will be automatically extended by the period of such
delay or Steven Engineering may, at its option, cancel any order,
in whole in part, without liability by giving notice to Customer.
All purchases of computer software are subject to the terms
and conditions of the license agreement accompanying the software.
Customer acknowledges that the products ordered and delivered
may be subject to the export control laws and regulations of the
United States of America and the country in which Customer is located.
Customer shall be solely responsible for the determination of and
adherence to the export control laws and regulations applicable
to the products ordered by Customer. Customer agrees not to export
or re-export products in violation of such laws and regulations.
Moreover, Customer agrees not to export products or any documentation
or information related thereto (i) to any country in which the United
States has embargoed or restricted the export of goods and services
(including but not limited to Cuba, Iran, Iraq, Libya, North Korea,
Sudan and Syria) or to any national of any such country or other
person or entity, wherever located, who intends to transmit, transport
or deliver products to such a country; (ii) to any end-user who
Customer knows or has reason to know will utilized the products
in the design, development or production of weapons of mass destruction,
including but not limited to nuclear, chemical and biological weapons;
or (iii) to any end user who has been prohibited from participating
in export transactions by a governmental agency, including but not
limited to any federal agency of the United States government. These
restrictions may change from time to time. If Customer has any questions
regarding its obligations under the export laws and regulations
of the United States of America, Customer should contact the Bureau
of Industry and Security, U.S. Department of Commerce. For current
information and contact addresses and telephone numbers, see http://www.bxa.doc.gov/.
Customer agrees to indemnify and hold harmless Steven Engineering
from and against any and all claims, liabilities, damages, costs
and expenses (including reasonable attorneys' fees and litigation
expenses) arising from or related to (i) the purchase, use and/or
distribution of products supplied by Steven Engineering in violation
of the terms and conditions of this Agreement, (ii) the negligence
or lack of due care by Customer, Customer's customers, agents, employees
or invitees, in whole or in part, and (iii) infringements of third
party intellectual property or other proprietary rights arising
from the use or distribution of supplied products by Customer, Customer's
customers, agents, employees.
This Agreement shall be construed and controlled by the laws
of the State of California, without application of its conflict
of laws provisions, and the applicable laws of the United States
of America. Customer consents to jurisdiction and venue in the state
and federal courts sitting in the State of California. The United
Nations Convention on the International Sale of Goods shall not
apply and its application is hereby expressly excluded.
Relationship of Parties
The parties to this Agreement are independent contractors
and neither this Agreement, nor any terms or conditions herein,
shall be construed as creating a joint venture, partnership, agency
or franchise relationship.
Consent to Electronic Agreement, Records
This Agreement or any purchase transaction (or any signature,
writing, or record pertaining thereto) shall not be denied legal
effect, validity, or enforcement solely because it is in electronic
form and/or because an electronic signature or electronic record
was used in its formation. Customer expressly consents to Steven
Engineering's use of electronic documents and records to provide
purchase transaction information. Upon reasonable request, Customer
may obtain a printed copy of electronic documents and records pertaining
to Customer's purchase transaction(s) at Steven Engineering's cost
of preparation and mailing of such copies.
This Agreement shall constitute the entire agreement between
the parties with respect to the purchase of products and supercedes
all prior or contemporaneous communications, both oral or written.
Neither this Agreement nor any Purchase Order shall be modified
except in writing signed by a duly authorized representative of
each party. No waiver of any breach of any provision of this Agreement
shall constitute a waiver of any prior, concurrent or subsequent
breach of the same of any other provision hereof, and no waiver
shall be effective unless made in writing and signed by a duly authorized
representative of the waiving party.
If any provision of this Agreement shall be held by a court
of competent jurisdiction to be illegal, invalid and/or unenforceable,
the remaining provisions shall remain in full force and effect.
The section headings used in this Agreement are for convenience
only and shall not be deemed to supersede or modify any provision.