PAYMENT: Buyer's 1st order must be paid by COD method. To be eligible for an open account, buyer must be on a regular deliveries basis. Invoices for all shipments of goods shipped on open account shall be payable in full 30 days after date of shipment. TTI reserves the right to suspend and/or cancel credit extended to buyer at any time and without notice if, in TTI's sole discretion, buyer's financial condition or payment history warrants such action. TTI shall be entitled to a late payment penalty of any unpaid invoice amount 40 days or more from date of shipment at a rate of 1.5% per month (18% per annum). In limited to, reasonable attorney fees, court costs,interest, and/or collection fees allowed by law. All payments shall be made in U.S. dollars. CANCELLATION: Cancelled orders are subject to a cancellation fee. Call TTI's Customer Service immediately and follow up with a fax or email to confirm. Cancellation charges are based on percentage of completion or restocking charges, which shall include all expenses then incurred on commitments made by TTI; shall be paid by buyer to TTI. SCHEDULED DELIVERIES: Delivery will be made F.O.B destination as determined by TTI. Title to all goods shall pass to buyer at F.O.B point unless otherwise expressly agreed in writing by TTI. Buyer assumes risk of loss at point of origin.
ACCEPTANCE OF GOODS: Buyer shall examine all goods immediately upon receipt and shall be deemed to have accepted such goods as conforming unless TTI is notified in writing to the contrary within fifteen(15) days after receipt.
CHARGES: No waiver, alteration, or modification of any of the provisions of this contract or to exercise any election or option provided herein will not in any way be construed as a waiver of such provision.
AGREEMENT OF SALE: Any terms and provisions of buyer's order which are inconsistent with the terms and provision hereof shall not be binding on the TTI and shall not be considered applicable to the sale and shipment of the goods referred to herein. Unless buyer shall notify TTI in writing to the contrary, buyer shall be deemed to have accepted the terms and conditions hereof, and in the absence of such notification, the sale and shipment by the TTI of the materials covered hereby shall by conclusively deemed to be subject to the terms and conditions hereof.
RETURN OF GOODS: Prior to returning any goods, buyer shall obtain written authorization from TTI in the form of a Return Materials Authorization (RMA). To obtain an RMA, buyer shall submit a written request for authorization and statement of its claim including full particulars in support thereof. All transportation costs for the shipment of authorized returned goods to Seller shall be at Seller's expense. Risk of loss for all goods returned to TTI shall not at all times be upon buyer during shipment. Under no circumstances may goods be returned to TTI without TTI's prior written approval.
LIMITATION OF LIABILITY: TTI shall not be liable for any delay in its performance or delivery by reason of any delay indirectly or directly caused by or arising from fires, accidents, acts of God, acts of government, strikes or labor difficulties, shortages of labor, fuel, power, raw materials or supplies, or any other cause or causes beyond TTI's reasonable control. In any event, the delivery date will be deemed extended for a period equal to the delay. TTI will not be liable for any loss, damage, or penalty resulting from TTI's inability to procure product from its suppliers. In no event will TTI be liable under any contract, torts, negligence, strict liability, or other theory for damages in excess of the purchase price or any special, consequential, incidental, or indirect damages (including without limitation loss of profit)whether or not TTI has been advised of the possibility of such loss, however caused and on any theory of liability arising out of this agreement. This exclusion includes any liability that may arise out of third party claims against buyer. In no event will TTI be liable for costs of procurement of substitute goods by buyer. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. TTI's manufacturers liability is limited to bare boards only. TTI's liability does not take into any consideration component, labor, etc., added by buyer or other sources as approved by buyer in finishing the buyer's end product.
APPLICABLE LAW: This agreement and the obligations hereby imposed on TTI and buyer shall be governed by the construed according to the laws of the State of California, USA.
JURISDICTTION AND VENUE: The parties agree that the exclusive jurisdiction and venue of any action with respect to this contract shall be in Alameda County.
DISPUTES AND ARBITRATION: Buyer and TTI agree any disputes or controversies (except in matters involving collection proceedings)arising out of the transactions reflected on the reverse side of this document shall be subject to non-binding mediation or arbitration prior to the institution of any legal proceeding. The successful completion of any such mediation or arbitration shall be a mandatory precondition to suit.
PATENT INFRINGEMENT: If the goods herein described are to be manufactured by TTI based on specification or drawings furnished by buyer, buyer agrees to identify and hold harmless TTI, its successors and assigns, against any and all loss, damage, or injury arising out of a claim or suit for alleged infringement of any letters patent granted by the United States or any foreign government relating to the goods herein described. Buyer agrees that in such event it will assume the defense of any and all such suits and pay all costs and expense incidental thereto.