These terms & conditions govern the sale of all orders accepted by Surmotech and customers. These terms and conditions take precedence over customer supplemental or conflicting terms and conditions to which notice of objection is hereby given. All orders placed by customer are subject to acceptance by Surmotech. Orders may not be cancelled or rescheduled without Surmotech’s written consent.
Prices agreed to will remain fixed unless:
- order quantity changes +/- 10 %,
- delivery schedule change such that premium or overtime would be required,
- material costs change due to allocation or increases in raw material or design changes which significantly affect the cost of material or manufacturing.
Surmotech’s payment terms are Net 30 from date of invoice unless otherwise agreed to. Payment shall be in US dollars in the form of: check, wire transfer or PayPal. A surcharge of 3% will be added for PayPal payments. Surmotech reserves the right to add a 1.5% per month finance charge for any invoice that is beyond 30 days of when payment was due. In the event of Customer default, Customer is responsible for reasonable costs, fees and expenses including but not limited to recovery of attorney fees, court fees and collection costs. Surmotech reserves the right to stop shipments or stop processing work in process if payment terms are not met or renegotiated due to non-payment.
Component Procurement Policy
The customer is responsible for all excess material incurred as a result of min/mult buys, Non-Cancelable and Non-Returnable (NC/NR) material. Surmotech will always do its best to avoid incurring excess inventory. In the instance of, End-of-Life, Life-Time-Buys and Obsolete inventory, where Surmotech would be required to take delivery in advance of our manufacturing lead time, Surmotech reserves the right to invoice customer for any such inventory. Customer is responsible for additional costs incurred related to tariffs, customs, duties and the like.
All assemblies built by Surmotech are warrantied to be free of defects in workmanship for one year from delivery. Circuit failures due to poor circuit design are considered Customer caused failures. If Customer tampers with, works on or alters the assembly in anyway the warranty is voided. Additionally, failure caused by Customer use, handling, or neglect will void warranty. Surmotech is not responsible for any damage done to the Customer’s product as a result of defective assembly. Surmotech will not accept administrative, inspection or troubleshooting, removal or re-installation charges for product supplied that has been placed in a Customer’s product, delivered or installed.
Delivery and Title
All deliveries will be “EXWORKS” place of shipment. Title and risk of loss pass to Customer upon delivery of product to carrier. All shipping and freight related charges are the responsibility of the Customer. All delivery dates are estimates only and Surmotech is not liable for delays in delivery. In the event of delivery changes, Surmotech will work with customer toward a mutually agreed upon resolution.
A mutually accepted Quality plan will be in place for all supplied product.
Surmotech is not liable for failure to fulfill its obligations for any accepted Order or for delays in delivery due to causes beyond Surmotech’s reasonable control including but not limited to, Acts of God, natural or artificial disaster, riot, war, fire, strike, floods, epidemics, quarantines, acts of terrorism, delay by carrier, shortage of product/material, Government priorities, changes in law, inability to obtain labor through regular sources shall be considered as an event of force majeure excluding Surmotech from performance and barring remedies for non-performance. In the event of force majeure conditions, Surmotech may, at its option, cancel the remaining performance, without any liability, by giving notice of such cancellation to the Customer.
- The laws of the State of New York will exclusively govern any dispute between Surmotech and Customer.
- Customer may not assign an Order without written consent from Surmotech. Orders are binding on successors or assigns.
Customer is responsible to pay for all deleted components if a change is implemented before the inventory of impacted components is depleted. Customer pays for all supplier related charges, cancellation charges and premiums. Customer pays for non-recurring engineering (NRE) charges. Customer pays for all rework cost to modify work in process to the current required level. Requote of the assembly will be completed within a reasonable timeframe of receiving the change documentation from the customer.
Cancellation of Orders
If customer requests cancellation of an order, a minimum of 60 days written notice of cancellation will be required to discontinue an order. At its discretion, Surmotech will either accept or reject the cancellation within 30 days of receiving notification. If cancellation is accepted, customer is responsible to make timely payment to Surmotech for components and commitments related to the order which are not cancelable or not returnable, excess inventory, NC/NR material, WIP, finished goods and handling costs.
Limitation of Liability
Surmotech shall not be liable for any indirect, incidental or consequential losses or damages, special or punitive damages, or for lost profits. Except for a breach by Surmotech of its warranty above under these terms & conditions, Surmotech shall not be liable for any damages or losses resulting from customer employees’, customers’, contractors’ or agents’ actions or inactions following delivery of the products from Surmotech, including without limitation the improper use of product. Customer’s recovery with respect to any claim, loss, expense, obligation or liability hereunder, shall (a) be limited to solely those direct damages flowing a breach by Surmotech of its warranty above under these terms & conditions and (b) not exceed, in the aggregate, the price paid by customer for product(s).