STANDARD TERMS AND CONDITIONS OF SALE
(a) These Terms and Condition of Sale (as updated or modified from time to time, the “Standard Terms”) govern the sale of goods and services (“Products”) by Galtronics USA, Inc. (“we”, “us” or “Galtronics”) to you or the entity you represent (together, “you” or the “Buyer”) unless we and you agree otherwise in writing. You represent that you have the authority to enter into contracts on behalf of and to bind the Buyer. By placing an order or requesting a quote from us, you agree to accept and be bound by these Standard Terms.
(b) These Standard Terms apply regardless of any terms and conditions in the Buyer’s purchase order or in any other document and supersede in their entirety any such terms and conditions.
(c) We reserve the right to update or modify these Standard Terms at any time without notice, but the Standard Terms in effect on the date of acceptance of an order for Products will continue to govern that order and the Products purchased under that order.
2. Order Acceptance.
(a) Your receipt of an email or other form of order confirmation does not constitute our acceptance of your order.
(b) All orders are subject to review and acceptance by us. We reserve the right to refuse an order or to accept an order in part only.
(c) You must provide complete and accurate information about the Buyer and the order. We may require you to verify any information before the acceptance or shipment of any order. In particular, we may require evidence of compliance with export controls.
(d) In the case of pre-stocked Products, we accept your order by fulfilling the order. In the case of Products that require post-order processing (such as design, materials purchases, manufacturing or testing), we accept your order by performing activities specifically related to the order
3. Order Cancellation.
(a) You may not cancel (or receive any refund for) any order that requires customization of any kind (such as a Product that requires post-order processing) and you may not cancel (or receive a refund for) any other order once we have fully or partially processed that order.
(b) We may charge, and you will be responsible for, reasonable cancellation or restocking charges if you cancel an order (which you are permitted to cancel).
(a) Orders will be billed at the prices (in US dollars) in effect at the time of shipment.
(b) Prices will be as quoted by us. Quotes are valid for a maximum of 30 days.
(c) Prices are subject to change without notice.
(d) Prices do not include (i) taxes, including sales, excise, value added, goods and services, and similar taxes or charges imposed by any government authority (“Taxes”) or (ii) other charges, including insurance, shipping charges, forwarding agent's and broker's fees, bank fees, document fees and import duties, tariffs and related charges or fees (“Other Charges”).
5. Terms of Payment.
(a) All payments must be in US dollars or converted to US dollars at an exchange rate determined by us at the time of purchase. Payment must be in cash (immediate payment) unless otherwise agreed.
(b) For US orders, we accept MasterCard, VISA and American Express credit cards, purchase cards and major bank debit cards, subject to approval by our payment provider, and wire transfer to our bank. Amounts paid by wire transfer must include payment of the wire transfer fee.
(c) For international orders, we accept MasterCard or VISA credit cards and wire transfer to our bank. Amounts paid by wire transfer must include payment of the wire transfer fee.
(d) Alternatively, for some Buyers we may negotiate separate payment terms – generally net 30 days - subject to credit approval. At our request, those Buyers will provide information reasonably requested by us to assess their credit, including financial information, bank records, corporate records and third-party references. Buyers acknowledge that we have the right from time to time to reassess their creditworthiness.
(e) If you do not pay for any Products when due or otherwise default in satisfying your payment obligations, then we may demand immediate payment and exercise one or more of the following options - (i) terminate the applicable purchase order, (ii) suspend any further deliveries under that purchase order, (iii) set-off any amounts owed or owing to you or any of your affiliates, including any warranty claim, (iv) repossess the Product for which payment has not been made in full and (v) terminate without liability any outstanding quote provided to you or outstanding purchase order of yours. These rights are in addition to, and not in substitution of, any other rights or remedies available to us at law or in equity.
(f) Overdue amounts bear interest until paid in full at the lesser of (i) 1.50% per month and (ii) the maximum percentage allowed by law.
(g) Any Buyer in default of payment or otherwise must pay all costs associated with enforcing our rights, including payment of our reasonable legal fees.
(h) You must make all payments without set-off or deduction of any kind.
6. Taxes and Other Charges.
(a) You are responsible for paying any Taxes and Other Charges related to the Products (including Taxes on Other Charges) unless you satisfy us that you are (and will continue to be) exempt from those Taxes and Other Charges.
(b) Where required by law, we will collect and remit to the appropriate governmental authority any Taxes collected by us.
7. Shipping Costs.
Shipping costs will be included in our quote, together with any Other Charges of which we are aware.
8. Delivery and Title.
(a) Unless otherwise agreed in writing (including in a quote), deliveries of Products in the US will be tendered to the carrier with freight prepaid and billed to you. We will prepay and bill you for all shipping, handling and insurance charges. Title and risk of loss or damage to the Products will transfer to the Buyer on transfer of the Products to the carrier.
(b) Unless otherwise agreed in writing (including in a quote), deliveries of Products internationally will be made EXW (Incoterms 2020) Galtronics’ factory, Wuxi, China, and title and risk of loss or damage to the Products will transfer to the Buyer on presentation of the Products to the carrier.
(c) We will select the carrier and delivery route unless you specifically request otherwise.
(d) You acknowledge that the delivery dates you provide are estimates only and that we will not be responsible for failure to deliver on those dates. Deliveries will be subject to standard terms of the applicable carrier.
(e) We reserve the right to make deliveries in instalments when a Product is temporarily out of stock or unavailable, but this will not entitle you to cancel any other instalments or relieve you from accepting and paying for them.
(a) We warrant the Products will be free from defects in materials and workmanship arising from normal use and operation (the “Warranty”) (i) in the case of active antenna products for one year and (ii) in the case of antennas and passive products and any other products for two years, in each case, from the date of delivery of the applicable Product for shipment (the “Warranty Period”).
(b) Our sole and exclusive obligation under the Warranty is to repair or replace, in our discretion, any defective Product (or component of a Product) that fails during the applicable Warranty Period. Your sole and exclusive remedy under the Warranty is the repair or replacement of the Product (or component of the Product) as provided in the Warranty.
(c) The Warranty applies only to you as the original Buyer and is not transferable unless (i) we have previously agreed in writing that you may resell the Products and (ii) you notify us in writing within 15 days after you have transferred ownership of the Products of the name and address of the new buyer and details of the Products transferred to it. Any transfer in violation of this provision will invalidate the Warranty.
(d) The Warranty applies to any Products that have been repaired or replaced but only for the remainder of the applicable Warranty Period. Unless otherwise specifies, the Warranty does not cover any costs or expenses you may incur in replacing or repairing a Product, including for Taxes, transportation or delivery, all of which are for your account.
(e) The Warranty does not apply to normal wear and tear, including environmental degradation, but only to manufacturing defects.
(f) The Warranty is in lieu of any other warranties (whether written, oral, statutory, express or implied), including warranties of merchantability, fitness for a particular purpose and non-infringement and warranties against latent defects, all of which are disclaimed.
(g) In addition to the other limitations applicable to the Warranty, the Warranty does not apply to (1) any expendable items (such as fuses or light bulbs) or to any defects or failures attributable to or in connection with to any (i) improper installation, (ii) misapplication of parts, (iii) system failures induced by other products or components, (iv) materials, components or products manufactured by a third party, (v) power surges, fire, severe weather conditions or acts of nature, including lightning, earthquakes or floods, force majeure or other factors beyond our reasonable control or anticipation, (vi) installation, use, operation or maintenance not in accordance with specifications or instructions, including environmental specifications identified by us, (vii) adjustment, modification or alteration of the Products or combination of the Products with other equipment, hardware or software, (viii) modification or repair not expressly authorized by us, (ix) misuse, abuse or neglect of the Product or of any system of which the Product is a part or (x) accidental damage, including during shipment, which is the responsibility of the shipper, or (2) Third Party Products.
(h) The Warranty and remedies are conditional on (i) payment in full of the purchase price for the applicable Product, (ii) receipt of written notice of the defect (reasonably described) within 10 days after the date the Buyer first discovered or ought to have discovered the defect, (iii) the Buyer having kept proper records of the operation and maintenance of the applicable Product during the Warranty Period and (iv) Galtronics having a reasonably opportunity to examine the applicable Product and records.
(i) You will be responsible for the costs of access, de-installation and re-installation of the applicable Product, as well as for transportation to us and back to you in connection with any claim under the Warranty. However, we will reimburse you for transportation costs and be responsible for any other transportation costs in connection with a valid claim.
9.1 Third Party Products. Third Party Products means any goods (including products) and services manufactured, produced or supplied by any person other than Galtronics. If Third Party Products are listed on the order form provided by us to you, then we are an authorized distributor of those products. Third Party Products are sold or distributed to you on an "as is, as available, basis" without any warranty of any kind (whether written, oral, statutory, express or implied), including warranties of merchantability, fitness for a particular purpose and non-infringement and warranties against latent defects. Your sole remedy with respect to any Third Party Product is limited to the original warranty covering those products (if any) and only to the extent permitted by the person liable under the warranty. We do not accept any returns or cancellations of orders of Third Party Products.
(a) Buyers wishing to return Products must first obtain a Return Material Authorization (“RMA”) number. Please use our RMA authorization request page: https://galtronics.com/return-merchandise-authorization/.
(b) The RMA number must be printed on the outside of the package in order for it to be received and processed. Products for return must be shipped prepaid. We will determine, in our discretion, the appropriate remedy for Products that are returned based on the Warranty and circumstances of the return. These remedies include refund of purchase price, credit for future purchase, restocking fee (25%), replacement, repair, return to Buyer as-is, scrap with consent, and refund of shipping expenses.
(c) In order to benefit from our return policy, Products must be returned within six months of the original shipping date.
11. Order Discrepancies and Acceptance.
You must report claims for non-receipt of shipment, shortages, non-compliance with specifications, damage, incorrect materials or invoicing errors in writing to us within 10 business days after receipt of shipment otherwise you will be deemed to have accepted the Products and waived any claims against us.
12. Limitation of Liability; Indemnity.
(a) OUR AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE STANDARD TERMS OR OTHERWISE IN CONNECTION WITH THE PRODUCTS ARE LIMITED TO AND WILL NOT EXCEED THE PURCHASE PRICE PAID BY YOU FOR THE PRODUCTS THAT ARE THE SUBJECT OF THE CLAIM.
(b) WE WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DELAY, FAILURE TO GIVE NOTICE OF DELAY, LOSS OF USE, SECURITY OR DATA BREACH, LOSS OF DATA, RECALL COSTS, SERVICE INTERRUPTIONS, DOWNTIME, TESTING, INSTALLATION, REPLACEMENT OR REMOVAL COSTS.
(c) You will defend us and our affiliates and our and their respective directors, officers, employees and representatives (collectively, "Indemnitiees") from and against any claims or proceedings (i) alleging infringement of intellectual property rights arising out of or in connection with our compliance with your drawings, specifications, requirements or instructions or (ii) arising out of or in connection with any Products incorporated (in whole in part) into your products (each, a “Claim”) and will indemnify and hold harmless all the Indemnities from and against any liabilities, damages, judgments and costs (including reasonable legal fees) arising out of or in connection with any Claim.
13. Export and Other Regulatory Compliance.
(a) You acknowledge that the Products (including any technology or technical data) may be controlled or restricted under the US Export Administration Regulations or the Office of Foreign Assets Control, or other applicable laws or regulations (United States or otherwise) relating to the export or import of products, technology or technical data, and may require approval of the US Department of Commerce or the US Treasury or other applicable government agency before they can be exported. You must comply with those laws and regulations. You may not resell or transfer any Products to any other country or to any person other than the authorized ultimate consignee or end-user identified in the invoice, either in their original form or after being incorporated into other items, without first obtaining approval from the applicable US government agency or as otherwise authorized by applicable law or regulations (United States or otherwise). You may not export, or transfer for the purpose of re-export, any Product to any embargoed country or region, including Cuba, the Crimean Region of Ukraine, Iran, North Korea, Sudan and Syria, or to any denied, blocked, or designated person or entity under applicable law or regulation. Each time you make an order you will be deemed to represent and warrant that you are not (i) on the Denied Persons, Specially Designated Nationals or Debarred Persons List, as identified by the Office of Foreign Asset Control or the US Department of Commerce, or any other list of prohibited persons (United States or otherwise), (ii) owned or controlled by any person that is on one of those lists, or (ii) otherwise prohibited by United States or other law from purchasing the Products. You must notify us immediately if your status changes.
(b) You must comply with the US Foreign Corrupt Practices Act and similar laws of other applicable jurisdictions. You may not seek to influence sales or other business affairs by means of bribery, kickbacks, illegal payments or other ethically questionable inducements, including gifts or anything of value.
(c) You may not sell or supply the Products for use in connection with, or to parties that are suspected to be involved in connection with, the development, production, stockpile or use of weapons of mass destruction, including in any facility that is involved in activities related to weapons of mass destruction.
(d) You will be solely responsible for obtaining any license to export, re-export or import as may be required.
(e) We will not be liable or responsible for any delays or refusals by governmental or other authorities to grant export or import licenses or approvals, for their suspension or revocation or for changes in export or import classifications. You must deliver any information we request to determine whether any such licenses or approvals are required, including end-user information.
14. Intellectual Property.
Nothing in these Standard Terms or our relationship with you has the effect of granting or transferring to, or vesting in, the Buyer any intellectual property rights in or to any Products. We retain all such rights, including in any modifications or improvements to the Products that may result from any input from you or work done on your behalf.
15. Confidential Information.
You will keep confidential any information (other than information that is otherwise publicly available) we provide or make available to you in connection with the Products, including product data, manufacturing process data, prices and discounts, and will not disclose or use any such information for any purpose, including for your benefit or the benefit of any third party, other than performing activities for which you are contractually bound and related directly to the Products.
Unless otherwise agreed in writing, standard tolerances as described in the specifications for the products or in drawings or posted catalog datasheets will apply.
17. Product Changes.
We reserve the right to change specifications of or to discontinue Products at any time without notice.
18. Governing Law; Venue.
(a) These Standard Terms are governed by and will be construed in accordance with the laws of the State of Arizona (without giving effect to any conflict of laws principles).
(b) The venue for any claims or disputes arising out of these Standard Terms will be the applicable state or federal courts in or around Tempe, Arizona. Each of Galtronics and the Buyer irrevocably submits to the exclusive jurisdiction of those courts in any such claim or dispute.
You may not assign these Standard Terms or any order without first obtaining our written consent, and any assignment without our written consent is void and without effect. We may assign these Standard Terms and any order in our discretion and without restriction. These Standard Terms Agreement are binding on and enure to the benefit of Galtronics and the Buyer, and their successors and permitted assigns.
If a court determines any provision of these Standard Terms is invalid or unenforceable, that provision will be deemed to be severed from these Standard Terms and the remaining provisions will remain in effect.
21. Force Majeure.
We will not be liable to you or subject to any other remedy if we are prevented or impeded from performing our obligations under these Standard Terms as a result of any event or circumstance beyond our reasonable control, including (i) war (whether declared or not) or act of foreign enemy, (ii) act of terrorism, civil disturbance, riot or sabotage, (iii) currency or trade restriction, embargo or sanction, (iv) act of authority (whether lawful or unlawful), compliance with any law or governmental order or expropriation, (v) plague, epidemic, pandemic (including Covid-19), natural disaster, extreme natural event or other act of God, (vi) explosion, fire, destruction of equipment or prolonged break-down of transport, telecommunications, information systems or energy, (vii) general labor disturbances, such as a boycott, strike, lock-out, go-slow or an occupation of facilities or premises, or (viii) default of a common carrier.
22. Entire Agreement; Construction; Survival.
These Standard Terms set out the entire agreement and understanding of Galtronics and the Buyer relating to the sale and purchase of Products and the other matters covered in these Standard Terms and supersedes all prior and contemporaneous communications, representations, discussions and agreements between Galtronics and the Buyer with respect to these matters. Any rule of construction to the effect that any ambiguity is to be resolved against the person drafting a contract does not apply to these Standard Terms. If these Standard Terms terminate or expire for any reason, the Buyer’s obligation to pay any amounts then due or owing, as well as sections 1, 8, 9, 9.1, 12 to 15 and 18 to 22, will continue in effect.