Standard Terms and Conditions of Sale
With respect to Sensera Inc. referred to herein as “SENSERA”, the following terms and conditions of sale, and those appearing in SENSERA’s order confirmations (collectively the “Terms and Conditions of Sale”) are exclusive and in lieu of all other terms and conditions appearing on Customer’s purchase order or elsewhere. These Terms and Conditions of Sale apply to all quotations made, and all orders accepted by SENSERA for SENSERA’s products (“Products”) or product development (“Development”). Customer agrees that SENSERA’s acceptance of Customer’s order is strictly limited to SENSERA’s Terms and Conditions of Sale. Customer shall be deemed to have accepted SENSERA’s Terms of Sale unless written notice of objection is given by Customer to SENSERA within 24 hours of receipt of SENSERA’s order confirmation. Neither SENSERA’s commencement of performance nor delivery of Products or Development shall be deemed or constitute acceptance of any Customer additional or different terms and conditions. SENSERA’s failure to object to provisions contained in any order or other writing of Customer shall not be construed as a waiver by SENSERA of its Terms of Sale or acceptance of any terms and conditions of Customer, which are hereby rejected by SENSERA.
All processes used or developed by SENSERA prior to and after the date hereof, including but not limited to process IP developed in conjunction with this Agreement, are and will remain the property of SENSERA (Sensera Processes).
Customer may be granted in writing, at the sole discretion of SENSERA, the right to use Sensera Processes on such terms as SENSERA may determine, including the manufacturing agreement described above.
Process IP that is provided by Customer to SENSERA for use in conjunction with this Agreement will remain the property of Customer.
All specifications, data or other information furnished by Customer in conjunction with this Agreement, and which is confidential information as defined in a non-disclosure agreement between SENSERA and Customer, shall remain the property of Customer as set forth therein.
Terms and Conditions of Sale:
- ORDERS. All orders are subject to SENSERA’S acceptance in writing and these Terms and Conditions of Sale.
- PRICES. Orders will be completed and invoiced at the prices (in US dollars) according to the Quote.
- SHIPPING & HANDLING. Shipping is F.O.B. SENSERA and all reasonable shipping and handling charges will be added to the invoice as required. SENSERA bears no responsibility for damage occurring during shipping – insurance coverage of goods in transit shall be wholly the responsibility of the Customer.
- TRAVEL EXPENSES. SENSERA will separately invoice all Engineering related reasonable and customary travel expenses outside the scope of the original quotation proposal.
- TERMS OF PAYMENT. Payment terms are net seven (7) days from the date of invoice for all first payments and thirty (30) days from the date of invoice for all subsequent payments and any payments for shipments of products. All development programs are subject to an initial payment of 40% or other specified amount of the total order value. In the event the invoice is not paid in full as issued, SENSERA is entitled to any and all reasonable collection costs and attorney fees. Full or partial payment constitutes acceptance that a milestone or deliverable has been completed and or fulfilled.
- ORDER FULFILLMENT. SENSERA will make reasonable commercial efforts to complete orders as close as possible to Customer’s requested and agreed to completion date. All work will be completed on a “reasonable commercial efforts” basis. SENSERA will return Customer packages and parts F.O.B. SENSERA if requested by the Customer. Delivery charges shall be paid to SENSERA by Customer. Upon delivery by SENSERA to a shipping carrier, the risk of loss passes to Customer. For faster return shipment, Customer should specify Priority or Express Mail. Any special handling requirements must be specified in Customer’s Purchase Order to SENSERA.
- STATEMENT OF WORK MODIFICATIONS. SENSERA reserves the right to issue an updated quotation during an active program if there are any modifications or changes from the original quotation or the original agreed upon Statement of Work. Such quotation update shall reflect pricing to cover the work efforts to implement such new tasks and/or modifications.
- LIMITED WARRANTY AND LIMITATION OF LIABILITIES. The services described herein are offered as stated herein, and WITHOUT ANY OTHER WARRANTIES OR CONDITIONS, EITHER EXPRESSED OR IMPLIED. Customer assumes all risk and liability resulting from the use of these services. SENSERA assumes no liability with Customer for any direct, incidental, special, or consequential damages whatsoever. SENSERA is not responsible for any claims by any third party. If Customer’s part(s) are damaged despite SENSERA’s best reasonable efforts, SENSERA shall at its own choice either repair, remedy, replace or refund the customer an equitable value for the affected part(s). SENSERA’s maximum liability is the price of the services ordered, exclusive of any non-recurring engineering (NRE) charges. Customer agrees to hold SENSERA harmless from any damages beyond the amount of such price.
- SHIPMENT DAMAGE. Claims for loss or damage in transit must be made with the carrier by Customer. All shipments should be fully unpacked and inspected by Customer immediately upon receipt. The shipping carton, packing material and parts should be kept intact by Customer for inspection by the carrier’s agent. Any external evidence of loss or damage upon the return to Customer should be noted on the freight bill or carrier’s receipt. If the damage is not discovered until the shipment is unpacked, Customer should make a request for inspection by the carrier’s agent and file a claim with the carrier.
- SENSERA is not responsible for losses or delays due to causes beyond its reasonable control, including but not limited to, materials shortages, supplier shipment delays, transportation delays, unforeseen circumstances, force majeure, computer and equipment interruptions, and the like. SENSERA’s time for delivery or performance may be extended by the period of such delay, or SENSERA may cancel any order without liability.
- GENERAL. The Terms and Conditions may not be modified or canceled by Customer without SENSERA prior signed a written agreement. The sale of all goods and or services will be governed solely by the Terms and Conditions of Sale herein, with any mutually signed modification thereof. All taxes, duties, insurance, shipping charges are the responsibility of Customer.
- INTERNATIONAL ORDERS. Special terms and conditions may apply to international orders.