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, according to product availability and these governing Terms and Conditions.
No terms and conditions of Purchase Orders that are different from these Terms and Conditions will become part of any sales agreement, purchase order, or other document unless specifically approved in writing by Steven Engineering.
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 to storage and handling charges.
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 Credit Application and Credit
Steven Engineering complies with the Federal Equal Credit Opportunity Act, as applicable.
To request an open account, Customer must complete and submit to Steven Engineering the Confidential Credit Application. Credit terms are at the discretion of Steven Engineering, which may terminate, alter, or deny credit terms without notice and without cause.
Customer agrees that the continued solvency of Customer is a precondition to any extension of credit made by Steven Engineering.
The parties agree that a faxed or scanned copy of the completed and executed Confidential Credit Application by an authorized representative of Customer will be treated as an original. Customer agrees to comply with and be bound by the Steven Engineering Terms & Conditions in effect at the time of execution of the Confidential Credit Application. The person signing the application shall certify that all of the information contained in the application and any attachment or addendum is true, correct and complete to the best of their information, knowledge and belief. Furthermore, the signatory of the Confidential Credit Application shall authorize Steven Engineering to contact the references of Customer set forth therein and shall authorize such references to release information on the creditworthiness of Customer as related to the application for credit.
Customer acknowledges and agrees that Steven Engineering may utilize outside credit reporting services to obtain information in order for Steven Engineering to evaluate the initial credit decisions with respect to the Customer and all ongoing credit decisions thereafter.
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/business check, money order, major credit card (MasterCard, Visa, and American Express), Cash on Delivery (C.O.D) 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 only. A $250 minimum order is required for international orders. All international orders will be charged a $30 wire transfer fee. If the minimum requirement is not met, a minimum order fee will be charged the order difference. Normal terms will apply to US companies exporting to foreign countries.
c. For Customers paying by credit card and ordering NCNR (non cancellable, nonreturnable) or non stock items, the credit card will be charged in advance.
d. For Customers paying by personal/business check, a $25 fee will be charged for returned checks.
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, at the sole election of Steven Engineering, 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’ fees.
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. Steven 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 payment.
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 discretion.
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 the carrier.
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 Steven 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 factory-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 may be subject to a restocking/handling fee.
Cancellation of Orders
Orders may not be canceled (or rescheduled) after delivery of the products to the carrier. Cancellation requests on orders placed on the Steven Engineering website must be done internally by a sales representative.
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 canceled products may be subject to a restocking/handling fee.
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 utilize 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.
Governing Law and Agreement to Arbitrate
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 in the County of San Mateo, subject to the parties’ agreement to arbitrate. The United Nations Convention on the International Sale of Goods shall not apply and its application is hereby expressly excluded. The prevailing party in any dispute is entitled to an award of its reasonable attorneys’ fees and costs.
Any controversy or claim arising out of or relating to these Terms and Conditions, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
This agreement to arbitrate, however, does not apply to a claim which may be filed in small claims court or to any claim for preliminary or permanent injunctive relief.
FOR NON-US CUSTOMERS:
In the event of any controversy or claim arising out of or relating to these Terms, including any question regarding its existence, validity, termination or breach thereof, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a satisfactory solution. If they do not reach settlement within a period of 60 days, then, upon notice by any party to the other(s), any unresolved controversy or claim shall be settled by arbitration administered by the International Centre for Dispute Resolution (“ICDR”) (www.icdr.org) in accordance with the provisions of its International Arbitration Rules. The place of arbitration shall be in London, England. The number of arbitrators shall be one. The language to be used in the arbitral proceedings shall be English. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of Steven Engineering.
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 & Signatures
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 supersedes 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, failure or delay by Steven Engineering to enforce 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.