Terms and Conditions of Agreement

Renco Electronics, Inc. - Terms and Conditions of Sale – Invoice (Rev. Oct. 2022)

1. NATURE OF THIS DOCUMENT. Renco Electronics Inc., a member of the Standex Electronics Group ("Seller”) agrees to sell the Products specified on the face of this Invoice on the Terms and Conditions herein. Acceptance by Seller of Buyer's Purchase Order(s) is expressly conditioned on Buyer’s assent to these Terms and Conditions. Seller's acceptance of a Purchase Order from Buyer shall not constitute acceptance of any terms and conditions which differ from the Terms and Conditions herein, except as Seller may otherwise specify in writing. Seller specifically rejects any Purchase Order term that materially differs from the terms and conditions herein. This Invoice supersedes any oral quotation which may have been furnished by Seller to Buyer.
2. TERMINATION AND CANCELLATION. Seller shall have the right to terminate and cancel any contract for the sale of the Products if Seller determines that Buyer's credit is not satisfactory or for any other reason. Any such termination or cancellation shall be effective upon notification (either orally or in writing) to Buyer and shall be without liability to Seller. Buyer may not cancel Purchase Orders once manufacture has commenced. Prior to commencement of manufacture, a Purchase Order may only be cancelled upon the payment to Seller of the cost of raw materials, component parts, engineering and administrative time and supplies on which commitments have been made, as well as the profit which the Seller would have made on the completed order.
3. PRICES AND PAYMENT. Unless otherwise indicated, prices are F.O.B. Seller's plant (or Ex Works Seller’s Warehouse for shipments from Hong Kong) and do not include any sales, use, excise or similar taxes or duties now or hereafter imposed by any governmental or taxing authority. Quoted prices are subject to change, without prior notice, at any time prior to acceptance by Buyer. Errors or omissions in prices are subject to correction. Unless otherwise indicated, payment terms are net cash 30 days from the date of shipment, (or, if Ex Works, net 30 days from the earlier of (i) Buyer pickup or (ii) 24 hours after notification to Buyer of Product availability for pickup), including invoices for tools and dies. A service charge of one and one-half percent per month, or the highest amount which may be lawfully charged to Buyer, will be imposed on all past due balances. 
4. PRICE ESCALATION and TARIFF NOTIFICATION. In addition to the prices specified, Buyer agrees to pay the amount of any increase in the cost of the raw materials comprising the Products which is incurred by Seller above the cost of each respective raw material on the date of the quotation, provided, however, that this price escalation provision shall not apply to increases of less than 1%. In addition, Seller may pass through as a surcharge any government-mandated tariff that may be applicable to Products ordered. Buyer will be notified of any such tariff(s).
5. BUYER-REQUESTED CHANGES AND DELAYS. Changes requested by Buyer to the Product, packaging and/or order terms that result in any increased cost to Seller require (i) written acceptance by Seller, and (ii) at least 45 days advance notice to Seller to enable Seller, where possible, to avoid extraordinary costs and/or efforts to accomplish Buyer's request, and (iii) payment by Buyer of any and all expenses associated with such change requests. Any delivery delays associated with such change requests shall be the responsibility of Buyer. If Buyer requests a delay of up to forty-five (45) days, Buyer shall be responsible for all raw materials, work-in-process (WIP) and finished goods generated or purchased by Seller for Buyer’s Purchase Order. Any and all such materials will be held by Seller for a maximum of forty-five (45) days from the date of Buyer's delay notification to Seller, after which time Seller shall either (i) release finished goods to Buyer, or (ii) Buyer may instruct Seller to dispose of them or ship WIP to Buyer. In either event, Seller shall invoice Buyer for such products, raw materials and WIP, and Buyer shall pay such invoice pursuant to Section 3 herein. All orders must ship within twelve (12) months after the first delivery of Products, unless approved on the original Purchase Order.
6. CANCELLATIONS and CHARGES. Buyer may cancel its Purchase Order within 48 hours at no charge, except for custom Products Orders, which are never cancellable. After 48 hours, Buyer’s Purchase Order is non-cancelable and non-returnable, and Seller reserves the right to invoice the entire amount of the Purchase Order. At Seller’s discretion, the following may be invoiced in lieu of the full Purchase Order amount: $250 cancellation fee; 20% restocking fee; plus all work-in-process, completed Products, raw materials, and set up charges. Orders aged over one year are considered cancelled. Standard catalogue Products are cancelable within 45 days of Purchase Order, upon payment of cancellation charges invoiced by Seller. Standard catalogue Products that are scheduled to ship within 45 days of date of Purchase Order may not be cancelled. Cancellations may also require, at Seller’s discretion, a back-bill charge based on the respective price for the actual quantity shipped. Rescheduling delivery to avoid cancellation charges is not permitted. For Ex Works shipments from Hong Kong, a one and one half percent per month warehousing fee will be billed to Buyer for all Products that have not been picked up within thirty (30) days of notification to Buyer of Product availability for pickup.
7. DELIVERY, FREIGHT AND RISK OF LOSS. All sales are FOB Seller's plant, and carrier shall be selected by Seller in the absence of Buyer's written instructions. For all orders originating from Hong Kong, all sales are Ex Works Seller’s Warehouse. Claims for Product damaged in transit or other errors in delivery must be filed by Buyer against carrier only. Title to and risk of loss for the Products shall pass to Buyer upon delivery of the products FOB Seller's plant. For Ex Works shipments, title shall pass upon the earlier of (i) Buyer pickup or (ii) 24 hours after notification to Buyer of Product availability for pickup; and risk of loss shall pass upon Buyer pickup. Delivery dates are estimates only, are not guaranteed, and are subject to confirmation. Seller shall in no event be liable for any damages arising from delay in delivery. Buyer is responsible for inspecting shipments immediately and notifying Seller within ten (10) days of any shortages, defects or other problems of delivery. Buyer must provide Seller with production schedules consistent with the production lead time specified in Seller's Invoice. Buyer's failure to follow said lead time eliminates any Seller obligation to provide Product in a specified time frame.
8. PURCHASE QUANTITIES; SAMPLES. Purchases of Products shall be considered complete upon delivery to Buyer of 10% more or less than the ordered quantity. Any excess delivered not exceeding 10% shall be accepted and paid for by Buyer. Seller will submit a reasonable number, in its sole discretion, of samples before going into production on any new or revised tooling orders. Samples will be supplied by Seller to Buyer at a price to be determined by Seller.
9. SERVICE/REPLACEMENT PARTS. If Seller in its discretion ceases production of any part, Seller will permit Buyer, for a period of ninety (90) days after notice to Buyer, to purchase a quantity of such parts to meet Buyer's needs for the future (such quantity to be determined in Seller's reasonable judgment), up prepayment by Buyer at the then-existing selling price for such parts. After ninety (90) days, availability and pricing shall be at Seller's discretion.
10. WARRANTIES AND REMEDIES. Seller warrants that, at the time of shipment, the Products manufactured and sold by it hereunder will, for a period of twelve (12) months from date of shipment, be free from defects in material and workmanship. Seller's obligations, and Buyer's remedies, under this Warranty are limited to replacing and/or issuing an appropriate credit, at Seller's election, for any Products or parts thereof which are demonstrated, to Seller's reasonable satisfaction, to have been defective at the time of shipment. Defective conditions in the Products caused by Buyer, third parties, acts of God, abnormal use or stress of any other matters unrelated to Seller and beyond its reasonable control are specifically excluded from coverage under this Warranty.

    Buyer agrees to notify Seller in writing within 30 days of the discovery of any defect which would give rise to a claim under the Warranty. Failure to so notify Seller with respect to any claim shall result in the forfeiture by Buyer of coverage of that claim under the Warranty.

    THE FOREGOING WARRANTY IS EXCLUSIVE AND IS GIVEN AND ACCEPTED IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE. IN NO EVENT SHALL SELLER BE LIABLE FOR LOSS OF USE, REVENUE OR PROFIT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.

    In the event that Buyer has a claim under this Warranty, or wishes to return Product for any reason, Buyer will forward all relevant information (including a representative sample) and request authorization from Seller's Sales Department (through a return materials authorization) to return the material. Seller will then determine whether the Product should be inspected at Buyer’s facility (in which case, Seller may supply its own inspector) or returned to Seller for inspection. If items are authorized to be returned to Seller's facility, they shall be packed in original or equivalent packaging. All Products and parts therefore, not found defective by Seller will be returned to Buyer, transportation charges collect. In no event will Seller be liable for any packaging expenses, inspection costs or labor charge incurred by Buyer about the processing of claims under this Warranty or the return of defective Products.

11. INDEMNITY. Buyer agrees to indemnify, hold harmless and defend Seller from and against any and all claims, liabilities and expenses (including attorney's fees) arising out of any injury or damage which results from or is in any way connected to the possession, sale, use, resale, transfer, misuse, misapplication, or failure to inspect, maintain or repair the Products. Buyer agrees to comply with any applicable federal, state or industry law or safety requirement regarding the Product, and to indemnify Seller for Buyer's failure to so comply.
12. TOOLS, DIES AND GAUGES. All tools, dies and gauges used to produce Products under this contract, as well as all changes and modifications of same, will remain the sole property of Seller. Seller retains the right to sell any and all production of such tools, dies and gauges to its customers. Seller reserves the right to defray all expenses for such tools, dies and gauges by charging partial tooling cost for same to one or more of its customers.
13. PATENTS AND TRADEMARKS. Seller shall defend any suit or preceding brought against Buyer insofar as it is based on a claim that the Products, or any part thereof, constitute an infringement of any U.S. patent or trademark and shall pay all damages and costs awarded therein against Buyer, provided that Seller has been notified promptly in writing of the suit or proceeding and is given authority, information and assistance for the defense of same. In the event that the Products, or any part thereof, are held to constitute infringement and the use of the Products or parts thereof are enjoined, Seller shall, at its own expense and at its option, either procure for Buyer the right to continue using the Product or parts, replace the same with non-infringing comparable products, modify the Products so they become non-infringing or remove the Products or parts and refund the purchase price. The foregoing shall be the entire liability of Seller of patent or trademark infringement of any of the Products or parts thereof.

    Notwithstanding the provisions of the preceding paragraph, Buyer shall indemnify Seller, and hold it harmless, against any and all damages, expenses, losses or liabilities resulting from infringement of patents or trademarks arising out of compliance by Seller with Buyer's designs, specifications or instructions or arising out of the use of any equipment, materials, parts or machinery furnished by Buyer. The sale of the Products, or parts thereof, by Seller does not convey any license, expressly or by implication, estoppel or otherwise, under any patent claims covering combinations of the Product or any part thereof with other devices or elements.

14. MODIFICATIONS; ASSIGNMENTS; APPLICABLE LAW. No modification of the terms and conditions specified in the contract between Buyer and Seller for sale of the Products shall be binding on either party unless agreed to in writing. The contract may not be assigned by either party, nor may any duties of either party be delegated, without the written consent of the other and any such assignment or delegation without such consent shall be void. The Contract shall be governed by, and construed in accordance with, the laws of the State of Ohio (other than its conflict of laws principles) excluding the United Nations Convention on Contracts for the International Sale of Goods. The parties hereby consent to the exclusive jurisdiction of and venue in the federal and/or state courts located in Cincinnati, Ohio. The invalidity, in whole or in part, of any of the provisions of these Terms and Conditions shall not affect the enforceability of any other provision hereof.
15. EXCUSEABLE DELAY. Seller is not liable or responsible for delay or failure to perform any of Seller's obligations herein occasioned by (i) any cause beyond its reasonable control, including but not limited to a labor dispute, industry disturbance, fire, natural disaster or severe weather conditions, war, civil unrest, computer malfunction, lack of supplies, delay in transportation, governmental action, acts of God, or (ii) any acts or omissions of Buyer (all of which shall be designated "Excusable Delay.") The date of delivery must be extended for a period equal to the time lost due to Excusable Delay.
16. MANUFACTURING LOCATIONS. Unless otherwise specified by Buyer, Seller reserves the right to manufacture Products in locations in North America and/or Asia without prior approval.