Sales Terms and Conditions

All orders are subject to acceptance in writing by Industrial Partner or a duly authorized agent of Industrial Partner. Any written acknowledgement of receipt of an order shall not, in and of itself, constitute such acceptance.

Orders accepted by Industrial Partner may be cancelled by Customer upon written consent of Industrial Partner provided such order is not "NC/NR" or "Non-Cancellable/Non-Returnable", "Non-Standard Products" or governed by a Purchase Agreement Letter.

Non-Standard Products are defined as Products that are special orders, custom orders, orders for non-standard products, products not customarily in stock or orders for value-added products. Non-standard products are non-cancellable and non-refundable.

1a. Returns

Returns are normally accepted when completed within 30 days of the ship date. If Industrial Partner agrees to accept a return, return freight charges must be prepaid by customer. Industrial Partner will not accept COD shipments.

• All items must be in the original packaging and in resalable condition
• Contact a sales representative for a Return Materials Authorization Number
• ESD sensitive products must be handled properly to be eligible for credit

1b. Counterfeit Product Prevention

Only products originally shipped from Industrial Partner or from a supplier at Industrial Partner's direction (drop-ship) will be returned to Industrial Partner. By returning products, the Customer certifies that the products were purchased from Industrial Partner and there has been no substitution.

Orders are billed at the prices in effect at the time of shipment. Prices will be as specified by Industrial Partner and will be applicable for the period specified in Industrial Partner's quote. If no period is specified, quoted prices will be applicable for seven (7) days.

Prices are exclusive of taxes, impositions and other charges, including sales, use, excise, value-added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent's and broker's fees, bank fees, consular fees, and document fees.

All payments must be made in the currency billed on the original invoice.

Accepted Payment Methods:

• Major credit cards: MasterCard, VISA, Diners Club, Discover, American Express
• Purchase cards and major bank debit cards
• Net thirty (30) days for businesses, schools, and agencies with references
• Prepaid Wire Transfer/EFT/Proforma

Late Payment: Invoices not paid when due will bear interest at the annual rate of eighteen (18%) percent or such lower rate as may be the maximum permitted by law. There is a $25 (USD) service charge on all returned checks.

US Shipments

When required by law, Industrial Partner will collect Federal, State and/or Local sale, use, excise, and other taxes that apply to a Customer's shipment.

International Shipments

All applicable VAT, PST, HST, and/or GST charges along with brokerage fees will be the responsibility of the Customer and due at the time of delivery.

All shipments by Industrial Partner are F.O.B. point of shipment from Industrial Partner's facility. Delivery of the Products to the carrier will constitute delivery to Customer and title and risk of loss will pass to Customer.

Delivery dates provided by Industrial Partner are estimates only. Industrial Partner will not be liable for failure to deliver on such dates. Delivery of any instalment of Products within thirty (30) days after the date requested will constitute a timely delivery.

Industrial Partner agrees to transfer to Customer whatever transferable warranties Industrial Partner receives from the manufacturer of Products sold to Customer. Industrial Partner makes no other warranty, express or implied, with respect to the Products.

IN PARTICULAR, INDUSTRIAL PARTNER MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT.

Customer must notify Industrial Partner within 90 days from date of shipment of any defective product. No warranty will apply if the Product has been subject to misuse, static discharge, neglect, accident, modification, or has been soldered or altered in any way.

Industrial Partner identifies and offers products as RoHS Compliant or Lead Free only after specific requirements have been met. Industrial Partner performs no testing of product and relies solely on the manufacturer.

RoHS Definition: Supplier declared compliance to all restricted hazardous substance regulations under the ELV, WEEE or RoHS EU directives.

Lead Free Definition: Any product declared by a Supplier to be "Lead Free".

IN NO EVENT SHALL INDUSTRIAL PARTNER BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE including, but not limited to:

• Loss of profit or revenue
• Recall costs
• Service interruptions or failure to supply
• Downtime, testing, installation or removal costs
• Property damage, personal injury, or death

Customer's recovery from Industrial Partner for any claim shall not exceed the purchase price paid by Customer for the goods.

Products are intended for commercial use only. Industrial Partner does not determine specifications or conduct any performance or safety testing of products.

Products sold by Industrial Partner are NOT designed, intended or authorized for use in:

• Life support or life sustaining applications
• Human implantable devices
• Nuclear facilities
• Flight control systems
• Class III medical devices (FDA)
• FAA or other airworthiness applications

CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD INDUSTRIAL PARTNER HARMLESS from any claims arising from use in prohibited applications.