1. ACCEPTANCE of a PSI quotation may be by any reasonable and customary communication. No inconsistent terms in Buyer’s purchase orders, such as quantities, delivery schedules, pricing or other conditions will have any force or
effect unless specifically agreed to, in writing, by PSI. a. PSI quotations are
subject to change if not accepted within 30 days.
2. PRICE INCREASES FOR MATERIALS: PSI quotations are based on material cost on date of quote. Actual prices charged for goods may be adjusted by PSI to reflect Price In Effect as of the date of shipment.
3. PART PRICES quoted do not include any processing or finishing unless specified.
4. PAYMENT TERMS quoted are based on Buyer’s present financial condition and record of payment. If any material change arises, PSI reserves the right to require C.O.D., payment in advance, or to withhold delivery. If Buyer defaults on any amounts owed to PSI, Buyer shall pay all costs of collection including reasonable attorneys’ fees, in addition to monies owed.
5. GOODS SHIPPED by PSI to Buyer or Buyer’s agent shall be presumed to be accepted as satisfactory by Buyer if we are not notified of damages, shortages, or other discrepancies within ten working days of Buyer’s receipt of same. Rejected parts must be returned to us for rework. Further processing or assembly of unsatisfactory parts, materials, ect., by Buyer or any other party shall constitute a waiver of any liability on our part.
6. RAW MATERIALS AVAILABILITY: Our supply of any goods ordered by Buyer is contingent upon the availability of raw materials required for the manufacture of the goods. PSI shall not be deemed in breach of any agreement to supply such goods for delay in manufacture or delivery where such raw materials are unavailable. In such cases, PSI may, at its option, cancel any such order or deliver to you whatever portion of such order PSI is able to complete from the Raw Material we have on hand.
7. FORCE MAJEURE: PSI will not be liable for any delay or failure in performance resulting from labor disputes, war, riot, insurrection, fire, flood, accident, storm, act of God, or other causes beyond its control; or from PSI’s good faith compliance with any foreign or domestic governmental law, rule, order or regulation whether or not said law, rule order or regulation is later held invalid.
8. TOOLING: Unless otherwise specifically provided in PSI’s quotation, Buyer-owned tooling, whether supplied by Buyer or developed by PSI at Buyer’s direction, shall be kept and maintained on the premises of PSI. Removal of tooling from PSI may incur additional charges to Buyer as outlined in Paragraph 9.
9. DIE DESIGN DETAILS AND DRAWINGS are the sole property of PSI and charges for engineering costs are not included in quoted die charges. Sale of any PSI die design details and/or drawings may be negotiated at the time of tooling removal.
10. CANCELLATION BY BUYER: In the event Buyer cancels any contract following acceptance of any PSI quotation, Buyer agrees to pay PSI for all expenditures for raw materials, work-in-process, unamortized tooling, labor and overhead incurred, and for all goods completed to date but not yet delivered to Buyer. Part pricing will automatically revert to the applicable quantity price. Any goods shipped prior to such cancellation are subject to re-invoicing at the proper price structure.
11. INCIDENTAL CHARGES: Any special packaging requirements, source inspection by Buyer on the premises of PSI or other requirements not expressly provided for may be subject to additional charges by PSI.
12. INDEMNIFICATION: Buyer agrees to defend, at its own expense, indemnify and hold harmless PSI from all claims of patent infringement or trade secret misappropriation including damages, litigation costs and attorneys’ fees, arising from our performance under any order, or other request from Buyer.
13. TAXES: Any additional charges levied by any government taxing authority, related to the sale or transfer of any property to Buyer, shall be paid by Buyer.
14. CONSTRUCTION, MODIFICATION: This Agreement constitutes the entire understanding of the parties and supersedes all representations or understandings relating to any contract between PSI and Buyer. It may not hereafter be modified other than in writing, signed by both parties. This Agreement shall be construed in accordance with the laws of California.
15. NO IMPLIED WAIVER: The failure of either party at any time to require performance by the other party of any provision of this agreement will not affect the right to require such performance at any later time, nor will the waiver by either party of a breach of any provision of this Contract constitute a waiver of any succeeding breach of the same or any other provision.