Application of Terms
The terms and conditions in this document exclusively govern and control, and entirely supercede, and are in lieu of the terms and conditions in, the Customer’s purchase order or any other document offered or proposed by Customer. All other terms or conditions of sale proposed or offered by Customer are hereby expressly rejected in the entirety. No other terms shall be valid unless specifically agreed to in writing and signed by an authorized employee of Delkin Devices, Inc.. Failure of Delkin Devices, Inc. to object to the provisions in any document sent by Customer shall not be deemed a waiver of these terms or acceptance of any terms the Customer may have requested. Delkin Devices sale of Products covered by this document are governed only by these terms and conditions of sale. This sale is made subject to the terms and conditions of sale contained in Seller’s current catalog, which terms and conditions are incorporated herein by reference. To the extent that terms and conditions printed hereon conflict with those of Seller’s current catalog or website, those printed hereon shall control. Customer shall be deemed to have expressly accepted these terms and conditions of sale if Customer requests or receives delivery of any Products. All requests for Product are subject to approval by Delkin Devices, Inc., and Delkin Devices, Inc. reserves the right to restrict or allocate Product.
Payment, Credit and Interest
Delkin Devices, Inc. may in its sole discretion require payment in cash in advance of shipment or otherwise change the terms of Customer’s credit or delay the shipment whether or not in transit or cancel Customer’s order without Delkin Devices, Inc. incurring any liability for loss or damage of any kind by reason of such change, delay or cancellation and with Customer remaining liable to pay for all goods already shipped. Interest on overdue payments shall be payable at the rate of one and half percent (1.5%) per month. In the event that legal action is taken by Delkin Devices, Inc. Customer shall be liable for all Delkin Devices, Inc. attorney’s fees plus costs of such action. Delkin Devices, Inc retains ( and Purchaser grants to Delkin Devices, Inc by submitting a purchase order) a security interest in the Products to secure payment in full, and Purchaser agrees to execute any additional documents necessary to perfect such security interest. If Purchaser fails to make timely payment of any amount invoiced hereunder, Delkin Devices, Inc shall have the right to claim the stock in Purchaser inventory to be returned to Delkin Devices, Inc. The Purchaser cannot transfer the right of stock not paid in full for the benefit of other creditors.
All Product is sold F.O.B. Delkin Devices, Inc. warehouse in Poway, California USA, unless another location is specifically designated in writing by Delkin Devices, Inc. Title and risk of loss pass to Customer at the F.O.B. point. Customer shall be responsible for all costs associated with shipping and insurance as well as any necessary customs clearances and duties (at or after the F.O.B. point). Delivery dates acknowledged or confirmed by Delkin Devices, Inc. are estimates only, and Delkin Devices, Inc. shall not be responsible for delays in shipment or delivery or any resulting claims or damages. Customer must notify Delkin Devices, Inc. of any shipping discrepancies within forty-eight hours of receipt.
Prices quoted or shown on acknowledgments are in U.S Dollars and are subject to changes by Seller without notice. Unless specified otherwise on the face hereof, the price or prices quoted on an acknowledgment may be adjusted on invoicing to reflect Seller’s change in invoice price as of the date of shipment.
Rescheduling and Cancellations
Orders for standard off-the-shelf product cannot be cancelled or rescheduled without the prior written consent of Delkin Devices, Inc. Orders for customized product are considered non-cancellable and non-returnable (NCNR) due to their unique attributes, unless special arrangements have been made at time of order placement. Customer’s wrongful non-acceptance, cancellation, or repudiation shall entitle Delkin Devices, Inc. to recover, in addition to any incidental damages: (1) the full price of such Products: or (2) where other customers exist, damages equal to the profit which Delkin Devices, Inc. would have realized had Customer performed. Delkin Devices, Inc. shall additionally be entitled to recover expenses incurred in connection with procuring or providing special services, special tooling, special supplies, and similar expenses.
Limited Warranty and Returns
Delkin Devices, Inc. will repair or replace at its discretion any product that fails due to defects in materials or workmanship. This limited warranty period is 3 years for MLC based storage products and 5 years for SLC based storage products as long as the returned product has not exceeded its useful life, has not been misused, neglected or modified. A customer can obtain a claim number from our Industrial Sales Associates to initiate a valid return of product. All Products returned without an authorized claim number will be refused and returned to Customer.
Delkin Devices, Inc. liability shall not exceed the purchase price of the product and under no circumstances shall Delkin be liable to the customer or any third party that may use the product for losses , including expenses, revenue and, equipment. Delkin and Customer expressly agree to this allocation of risk and the price stated for the product is a consideration in limiting Seller’s liability. Technical advice and specifications regarding the products sold hereunder solicited from Seller shall be used by Buyer at its own risk. Seller disclaims all liability for direct, special, incidental, or consequential damages suffered as the result of the use of such technical advice or specifications.
Certification of Compliance
Seller hereby certifies that the Product(s) furnished on this shipment meet or exceeds Delkin Devices, Inc. specifications and will conform to the applicable specifications/requirements of the purchase order.
Law of the State of California
The entire transaction contemplated hereunder shall be governed by the laws of the state of California.