The sale of products and services (“Product”) by GI Circuits, Inc. (“GIC”) to customer (“Customer”) are subject to following terms and conditions (“T&C”), which can only be altered in writing and signed by authorized representatives of both parties.
- ORDERS. Unless otherwise stated, GIC’s quotation per Customer’s RFQ is invitation to tender so is subject to confirmation by both Customer and GIC. Customer orders (“Order”) are subject to acceptance by GI.
- PRICES. Unless otherwise stated, prices in quotes or invoices are for Product only and do not include taxes, packaging, freight, duties or any other charges or fees for additional services.
- TERMS OF PAYMENT. Payment is due as stated on GI’s invoice without offset of any deduction for withholding taxes or otherwise. On any past due invoice, GI may charge interest from the payment due date to the date of payment at 12% per annum, plus possible collection fees.
In the case of default on payment, GI may reschedule or cancel the outstanding delivery or the Order and declare outstanding invoices due and payable immediately.
- MATERIALS, PAYMENT OF MATERIALS. Unless otherwise agreed by both parties, GI shall procure components, materials, and related supplies (“Materials”) per Customer specifications for each Order exclusively. Therefore, the Materials shall be accounted for properly, including:
In the case of delay(s) to any Order due to no fault of GI but of Customer (“Customer Delay”), including ECN change, request for production hold-off or late delivery, Materials costs, plus reasonable Materials markup, will become due Payment if such as Customer Delay last more than 60 days from the schedule due date aggregately. This will not apply if Customer and GI have agreed to reschedule production and delivery time.
In the case of cancellation to any Order by Customer but accepted by GI, in part or as whole, Materials costs, plus reasonable Materials markup, and work-in-process costs, shall become immediate due Payment from the date of cancellation.
- DELIVERY. Unless otherwise stated in writing, all GI deliveries are EX Works GI’s current location. The delivery dates are subject to confirmation of Materials availability from suppliers.
- WARRANTY. For any given Order, GI warrants that the workmanship quality of products and services shall conform to Customer’s specifications for a period of 12 months from the date of delivery (“Warranty”).
Customer acknowledges that GI is not the manufacturer of Materials, including electronic components and other materials. To the extent legally and contractually permitted, GI shall pass through to Customer any transferable warranties, indemnities, and remedies provided to GI by the manufacturers of Materials, including those for intellectual property infringement.
- LIMITATION OF LIABILITY. GI’s liability to Customer is limited to Customer’s direct damages up to an amount not exceeding the price of the Product at issue. GI is not liable for any indirect, special, incidental or consequential damages (for example, loss of profits or revenue, loss of data or use, repair, costs of product recall, injury to reputation or loss of customers).
Customer’s remedies for default of GI’s Warranty are limited to, at GI’s choice: (i) repair the Products; (ii) replacement of the Products; or (iii) refund of Customer’s purchase price for the Products. GI makes no representation or warranty with respect to any other liabilities.
- FORCES BEYOND GI’S CONTROL. GI shall not be liable for failure to fulfill its obligations under the T&C due to causes beyond its reasonable control, including acts of nature, acts or omissions of Customer, operational disruptions, man-made or natural disasters, epidemic medical crises, materials or Product shortages, strikes, criminal acts, delays in delivery or transportation, or inability to obtain labor, materials or Products through regular sources.
- GOVERNING LAW. This T&C shall be governed, construed, and enforced in accordance with the laws and courts of the State of Texas in the United States.