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Terms and Conditions
The following are the terms and conditions under which F and J Precision. provides services and products, except as otherwise agreed to by F & J Precision Machine Products in writing:
1. PRICES AND TAXES. The prices will be those set forth in F & J Precision’s quotation valid at the time of order. If a quotation has expired, F & J Precision reserves the right to extend the validity of the quotation or issue a new quotation at its discretion. Prices are F.O.B. F & J Precision and are exclusive of all taxes, tariffs, duties, and fees. Buyer is solely responsible for and agrees to pay, either through the relevant invoice or a separately issued invoice, all sales taxes resulting from or arising out of an order. If a Buyer within the United States wishes to have, the agreement or order treated as sales tax exempt, F & J Precision must receive a resale or exemption certificate prior to shipment.
2. ORDERS. No order submitted by Buyer will be deemed accepted by F & J Precision unless and until confirmed in writing by F & J Precision’s authorized representative.
3. PURCHASING INFORMATION. Information for External Providers
The organization shall ensure the adequacy of requirements prior to their communication to the external provider. The organization shall communicate to external providers its requirements for:
A.the processes, products, and services to be provided including the identification of relevant technical data (e.g., specifications, drawings, process requirements, work instructions);
B. the approval of:
1. products and services;
2. methods, processes, and equipment;
3. the release of products and services;
C. competence, including any required qualification of persons;
D. the external providers’ interactions with the organization;
E. control and monitoring of the external providers’ performance to be applied by the organization;
F. verification or validation activities that the organization, or its customer, intends to perform at the external providers’ premises;
G. design and development control;
H. special requirements, critical items, or key characteristics;
I. test, inspection, and verification (including production process verification);
J. the use of statistical techniques for product acceptance and related instructions for acceptance by the organization;
K. the need to:
− implement a quality management system;
− use customer-designated or approved external providers, including
process sources (e.g., special processes);
− notify the organization of nonconforming processes, products, or services
and obtain approval for their disposition;
− prevent the use of counterfeit parts (see 8.1.4);
− notify the organization of changes to processes, products, or services, including
changes of their external providers or location of manufacture, and obtain the
organization’s approval;
− flow down to external providers applicable requirements including customer
requirements;
− provide test specimens for design approval, inspection/verification, investigation, or
auditing;
− retain documented information, including retention periods and disposition
requirements;
L. the right of access by the organization, their customer, and regulatory authorities to the
applicable areas of facilities and to applicable documented information, at any level of
the supply chain;
M. ensuring that persons are aware of:
− their contribution to product or service conformity;
− their contribution to product safety
− the importance of ethical behavior
4. PAYMENT. All payments by Buyer will be made in U.S. dollars. If Buyer continually satisfies F & J Precision’s credit approval process and requirements, then payment terms of Net 30 days after the relevant invoice date shall be granted and honored unless otherwise agreed upon with F & J Precision in writing. However, pursuant to the following:
a. If during the period of performance of an order the financial condition of the Buyer is determined by F & J Precision not to justify the terms of payment specified, F & J Precision may demand that alternate payment terms be made.
b. F & J Precision reserves the right to make deliveries in installments, all installments to be separately invoiced and paid for by Buyer when due per invoice without regard to other scheduled deliveries.
c. In the event of default in payment by Buyer: (i) F & J Precision may suspend performance of its obligations; (ii) Buyer agrees to pay F & J Precision’s standard late charges plus interest on the delinquent payment from the due date thereof until such payment and all interest thereon is received at the rate of 1½ % per month: and (iii) in the event of litigation or collection activity arising out of Buyer’s non-payment, Buyer will promptly pay the reasonable costs and expenses incurred by F & J Precision, including attorney’s fees.
5. DELIVERY, SECURITY INTEREST, DELAYS. Delivery will be FOB F & J Precision Dock, Freight and handling charges are to be either remitted in advance or payable following receipt of an invoice. F & J Precision will not be liable for any damages or penalty for delay in delivery when such delay is due to the elements, acts of God, delays in transportation, or any other causes beyond the reasonable control of F & J Precision. The delivery schedule will be extended by a period of time equal to the time lost because of such delay.
6. ACCEPTANCE OF PRODUCTS. Unqualified acceptance of products will occur upon delivery; unless F & J Precision is notified in writing within ten days from Buyer’s receipt or that the Buyer is making a claim for shortages or other errors in delivery. Failure to give such timely notice constitutes a waiver of all such claims by the Buyer. F & J Precision’s sole obligation for any non-acceptable services will be limited to repair or remade, at F & J Precision’s option, pursuant to the provisions of the foregoing Warranty clause.
7. DISCLAIMER AND LIMITATION OF LIABILITY.
a. F & J Precision’s total liability is limited to the net price of the services sold hereunder, excluding any charges stated separately from the service price on the invoice. The Buyer’s sole remedy for the liability of any kind is limited to the request for F & J Precision, at F & J Precision’s option, to refund that net price for the items and matters involved, buyer’s sole remedy is to return the product to F & J Precision for rework or replacement.
8. GENERAL PROVISIONS.
a. These terms and conditions constitute the entire Sales Agreement between the parties with respect to the subject matter hereof and supersede all proposals, oral and written, all previous negotiations and all other communications between the parties with respect to that subject. These terms and conditions will prevail and govern notwithstanding any different, conflicting, or additional terms and conditions which may appear on any order or other document submitted by the Buyer, all of which will be deemed null and void. Deviations from these terms and conditions are not valid unless confirmed in writing by an authorized representative of F & J Precision.
b.The rights and obligations under these terms and conditions may not be assigned without F & J Precision’s prior written consent and any attempt to do so without such consent will be void.
c. These terms and conditions will be governed by and construed in accordance with the internal laws of the State of California without reference to conflict of laws principles. Any controversy or claim arising out of or relating to these terms and conditions, or any matter or transaction contemplated hereby will be trialed only in a court with jurisdiction located in Santa Clara County, California and F & J Precision and the Buyer each irrevocably consent to that venue and to the personal jurisdiction thereof.
d. The Buyer will pay to F & J Precision all costs, fees, and expenses (including attorneys’ fees) incurred by F & J Precision in enforcing, or attempting to enforce, any of its rights under these terms and conditions or any contract of sale between them.
e. All rights and remedies whether conferred hereby or by any other instrument or law will be cumulative and may be exercised singularly or concurrently. Failure by either party to enforce any contract terms will not be deemed a waiver of future enforcement of that nor of any other term. If any provisions of this contract are held invalid under any applicable law, rule, regulation or treaty, such invalidity will not affect other provisions of this contract, which can be given effect without the invalid provisions and to this end, the provisions of this contract are declared to be severed. Notwithstanding the above, such invalid provision or clause will be construed, to the extent possible, in accordance with the original intent of the parties.
f. Any typographical, clerical, or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by F & J Precision will be subject to correction without any liability on the part of F & J Precision.
g. In conformity with the United States Foreign Corrupt Practices Act, Buyer and its employees and agents shall not directly or indirectly make an offer, payment, promise to pay, or value for the purpose of influencing an act or decision of an official of any government of any country where the products are used or the United States Government (including a decision not to act) or inducing such a person to use his influence to affect any such governmental act or decision in order to assist the Buyer in obtaining, retaining or directing any such business.
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