Vector Electronics & Technology, Inc.
Standard Terms and Conditions of Sale
Effective Date: 12/09/2024
1. Non-Cancelable, Non-Returnable Products
All products, deliverables, and services provided by Vector Electronics ("Seller") pursuant to any quotation, sales order, acknowledgment, or agreement are non-cancelable and non-returnable("NC/NR") upon Seller's acceptance of Buyer's purchase order. No cancellation, rescheduling,
modification, or return of any order shall be permitted without Seller’s prior written consent, which may be withheld in Seller’s sole discretion. Partial shipments are deemed acceptable.
2. Intellectual Property Ownership
Notwithstanding anything to the contrary in any applicable quotation, sales order, acknowledgment, or agreement, all right, title, and interest in and to any inventions, designs, developments, improvements, processes, works of authorship, specifications, drawings, and other intellectual property ("Seller IP") conceived, developed, or reduced to practice solely by Seller in connection with the design,
manufacture, or production of products, including custom products, shall remain the exclusive property of Seller. Buyer shall retain ownership solely of technical data, specifications, and drawings specifically provided by Buyer and created solely by Buyer. No license, assignment, or transfer of Seller IP is granted to Buyer except pursuant to a separate, duly executed written agreement mutually agreed upon by the Parties.
3. Delivery; Excusable Delay
Delivery dates provided by Seller are estimates only and are not guaranteed unless expressly agreed to in writing as firm delivery dates. Seller shall not be liable for any delay in performance or failure to
deliver due to causes beyond Seller’s reasonable control, including but not limited to acts of God, government actions, export delays, material shortages, labor disputes, transportation delays, natural disasters, acts of terrorism, supply chain disruptions, or any Force Majeure event.
4. Limited Warranty
Seller warrants solely to Buyer that the products delivered shall conform to the specifications agreed to in writing and shall be free from defects in workmanship for a period of twelve (12) months from the date of shipment. Seller’s sole obligation and Buyer’s exclusive remedy under this warranty shall be, at Seller’s option, to repair, replace, or issue a refund for any non-conforming products. This limited
warranty excludes damage caused by misuse, abuse, neglect, accident, improper installation, improper handling, unauthorized modifications, or operation outside of specified parameters. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
5. Limitation of Liability
IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE PRODUCTS, DELIVERABLES, SERVICES, OR THESE TERMS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER'S MAXIMUM LIABILITY SHALL BE LIMITED TO THE AMOUNT PAID BY BUYER TO SELLER FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM.
6. Export Control Compliance
Buyer acknowledges that products, technical data, and services provided by Seller may be subject to U.S. export control laws and regulations, including but not limited to the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations (EAR). Buyer agrees to comply fully with all such laws and regulations and shall not, directly or indirectly, export, re-export, transfer, or disclose any such items to any foreign person, entity, or country without first obtaining all required licenses or other governmental approvals. Buyer shall indemnify, defend, and hold harmless Seller from and against any and all liabilities, penalties, losses, damages, costs, or expenses arising from Buyer’s failure to comply with this Section.
7. Force Majeure
Seller shall not be liable for any failure or delay in performance under any quotation, sales order, or agreement due to causes beyond its reasonable control, including but not limited to acts of God, governmental actions, labor disputes, shortages of materials, pandemics, natural disasters, war,
terrorism, export control restrictions, supply chain disruptions, or any other similar events.
In the event of a Force Majeure occurrence, Seller's obligations shall be excused without liability, and Seller shall have no obligation to deliver goods or perform services affected by such event.
8. Governing Law; Venue
These Terms and any disputes arising out of or relating to the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. Any legal action or proceeding arising under or relating to these Terms shall be brought exclusively in the state or federal courts located in Los Angeles County, California, and each Party hereby irrevocably submits to the exclusive jurisdiction and venue of such courts.
9. Non-Solicitation
Buyer agrees that, during the term of any order and for a period of twelve (12) months thereafter, it shall not, directly or indirectly, solicit for employment or contract the services of any employee, agent, or independent contractor of Seller without Seller’s prior written consent.
10. Entire Agreement
These Terms, together with Seller’s quotation and any accepted purchase order, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, and communications, whether oral or written. Any terms or conditions contained in Buyer’s purchase order or other documents that are inconsistent with or in addition to these Terms shall be of no force or effect unless expressly agreed to in writing by Seller.