1. APPLICABILITY: Except as otherwise agreed by SDG GLOBAL TECHNOLOGY LLC, (“Seller”) in writing, the following terms and conditions (“Agreement”) will apply to all orders received and all sales made by Seller. commercial sales and customer orders.
  2. GENERAL: The terms and conditions set forth herein as well as any terms and conditions printed on the face of Seller’s order acknowledgment constitute the sole and entire agreement between Seller and the buyer (“Buyer”) of goods and/or services from Seller with respect to the subject matter hereof. Any term or condition in any printed form of Buyer, including but not limited to any order, confirmation or other document, which is in any way inconsistent with or in addition to the terms and conditions hereof is hereby expressly rejected, and Seller’s acceptance of any offer or order of Buyer is hereby expressly made in reliance on Buyer’s assent to all terms and conditions hereof. If Buyer objects to any of the terms or conditions hereof, such objection must be made in writing and received by Seller within ten (10) calendar days after placing a purchase order. Failure to so object shall be conclusively deemed to be acceptance of the terms and conditions hereof. Seller’s failure to object to any term or condition in any oral or written communication from Buyer, whether delivered before or after the date hereof, shall not constitute an acceptance thereof or a waiver of any term or condition hereof. Electronic commerce transactions between Buyer and Seller will be solely governed by this Agreement, and any terms and conditions on Buyer’s internet site will be null and void and of no legal effect on Seller. All correspondence pertaining to this order, or to any of the terms and conditions covered by this order, will be in the English language. Goods are provided pursuant to Seller’s part numbers.
  3. TAXES: Except as otherwise expressly stated herein, the prices do not include federal, state or local sales, use, goods and services, excise or other similar taxes applicable to goods or services involved in this transaction. All such taxes shall be paid by Buyer, unless Buyer provides Seller with evidence satisfactory to Seller of exemption from such taxes. When Seller is required by law or regulation to collect such taxes, Seller will add such taxes to the sale price of the goods or services.
  4. PRICING/ VALIDITY: The sale price(s) for goods delivered hereunder (“Products”) are accepted as stated on the Seller’s order acknowledgment. The prices set forth herein are not subject to trade or other discounts. All quotations of Seller expire thirty (30) calendar days from the date given. The price to Buyer for any Products shall be the applicable published price or valid quote in effect at the time of order entry. All prices are subject to change without notice and may be subject to any increase which may be in effect on the date of shipment. Except as otherwise expressly stated herein, any service calls or other service work performed by Seller shall be at Buyer’s expense in accordance with Seller’s standard rates for such services. Buyer acknowledges that the pricing of the Products and services and the other terms of this Agreement have been set based on the sections of this Agreement providing for an agreed allocation of the risk for any defective Products or services between the parties. Buyer further acknowledges that the pricing and terms would have been different if there had been a different allocation of the risk.
  5. MINIMUM ORDER: The seller has a minimum order value of $50.00 per line item and $200.00 per order. Quantity minimums may apply and will be quoted accordingly.
  6. QUANTITIES: To our best effort, Seller will provide the quantity listed on the purchase order/contract. If unable to provide the full quantity, a request to the buyer will be made to modify the order.
  7. CERTIFICATIONS: Request for Certifications (e.g. MFR C of C, test reports, etc.) must be requested on the RFQ in advance, must be clearly identified on the purchase order as a separate line item and will be provided with the shipment. Fees for certifications may apply.
  8. PACKAGING: Products are packaged standard commercial unless specified and quoted otherwise. Special packaging requirements must be requested on the RFQ in advance, must be clearly identified on the purchase order as a separate line item. Fees for packaging may apply.
    U.S. Companies: Orders will be Cash with Order (CWO). Seller will accept payment by Direct Bank Wire Transfer. After credit approval, net terms may apply and are subject to change by the Seller at any time.
    Foreign Companies: Terms will be Cash with Order (CWO) or as agreed upon prior to P.O. acceptance. All payments are to be made in United States Dollars (USD). For international transactions, the Seller will accept payment by Direct Bank Wire Transfer. The buyer is responsible for any fees associated with the exchange from foreign currency to USD and Bank Wire Transfer transactions.
    a. U.S. Companies: Buyer must provide shipping instructions and carrier/account # on the purchase order/contract received. Seller will not prepay and add the shipping costs. Shipments will be F.O.B., point of shipment. Risk of loss shall transfer to the Buyer upon tender of goods to Buyer, Buyer’s representative, or common carrier.
    b. Foreign Companies:
    i. Incoterms for all shipments will be Ex-Works (EXW; Incoterms 2010) point of shipment via approved courier service (FedEx, UPS, or DHL) or approved freight forwarder. Seller will not prepay and add the shipping costs for international shipments. Seller will not drop-ship to a foreign destination. Routed transactions must be done in accordance with the U.S. Foreign Trade Regulations (FTR).
    ii. Seller will properly declare the full commercial value of the shipment and will not declare any value other than this. There are no exceptions to this policy.
    iii. The buyer is responsible for any additional fees associated with the importation of a package (e.g., duties, taxes, brokerage charges, etc.). Seller will not estimate or pay for any of these fees.
    c. Schedule: All acknowledged shipping dates are approximate, based on the estimated lead time at the time the order is placed. Seller will provide and ship the product to the customer when available, but shall not be responsible for any delay or damages arising therefrom. Seller will not accept Liquidated Damages as part of any terms and conditions of any resultant order. Early delivery and partial shipments of the product must be accepted unless determined and agreed upon in writing with and by the Seller. Each shipment will constitute a separate sale and the buyer shall pay for Goods shipped, whether each shipment is in whole or partial fulfillment of the Buyer’s order.
  11. REGULATORY / EXPORT CONTROL: Some commodities and products are subject to further regulatory requirements. Any forthcoming order will require end-user information; if purchasing in support of a U.S. Government Contract or if the end-user is in the U.S., the Contract # or end-use company (as well as state located in) must be stated on the P.O. If purchasing in support of a foreign end user, an End User Statement will need to be completed and provided with the P.O. Some products require an export license prior to processing. The purchase order is contingent upon approval to obtain the proper licensing approval to ship. If Seller is unable to obtain the needed license or approval the sales contract is void with no penalties to either party. Quotes are not applicable for parts with end-user of Embargo restricted countries.
  12. TERMINATION: Except as otherwise expressly, Items are Non-Cancelable/Non-Returnable (NC/NR) Request for cancellation of orders received will be reviewed and dispositioned on a case-by-case basis. Seller will accommodate whenever possible; however, cancellation may not be acceptable, and/or fees may apply. Once an order has shipped, the material is non-returnable without a formal request of an RMA number, and a restocking fee will apply.
  13. CLAIMS: Non-conforming material must be reported to Seller’s Quality Department in writing, via fax, or email. The notice shall include the purchase order number, part number, and nature of the nonconformance. After the initial investigation, the Quality Department will provide notification of a Return Material Authorization number and a mode of shipping the material back to the Seller. An RMA number is required for all returns to the Seller. Without one, the material will be refused. Claims for non-conforming material will be accepted for up to thirty (30) days after the shipment date. Any claim after the thirty (30) days will be subject to further review. Claims for shortages must be filed within fourteen (14) days of the receipt of the material.
  14. ERRORS: Typographical and clerical errors are not binding and are subject to correction.
  15. FORCE MAJEURE: Seller shall under no circumstances be responsible for any failure to fill an order when due to failure to obtain export licenses/authorization, fires, floods, earthquakes, riots, strikes, freight embargoes, transportation delays, shortage of labor, inability to secure fuel, material, supplies or power or other energy requirements, or on account of shortages thereof, acts of God or of the public enemy, or any existing or future laws or acts of Government (including specifically, but not exclusively, any orders, rules, or regulations issued by any official of any such government) affecting the conduct of Seller’s business which, in its judgment and discretion, Seller deems advisable to comply with either as a legal or other duty or to any other cause beyond Seller’s reasonable control.