IEC Corporation Terms and Conditions

IEC Corporation Terms and Conditions

IEC Corporation General Terms and Conditions
Effective January 1, 2008

1. Entire Contract: These terms and conditions and any specifications or descriptions of the products that are expressly incorporated here in by the parties in writing constitute the entire agreement between IEC Corporation (IEC) and the Buyer and supersede all prior and contemporaneous oral or written agreements, understandings, and communications between IEC and Buyer.
2. Acceptance of Terms: These terms and conditions shall supercede any other terms and conditions and apply to any quotation issued by or order received by IEC and shall become binding upon the parties thereto upon Buyer's issuance of a purchase order or confirming order. No terms and conditions contained in Buyer's acknowledgement, purchase order or communication shall bind IEC unless expressly accepted by IEC in writing.
3. Commercial Off The Shelf Products: All IEC products are commercial off the shelf products.
4. Proprietary Rights: IEC owns and retains rights to all IEC drawings, designs, specifications and documents.
5. Payment: All orders originating in the United States shall be paid net 30 days with approved credit. All other orders shall be prepaid.
6. Warranties:
   1. IEC warrants and agrees that all products and services shall:
      1. be free from liens, charges, encumbrances, or claims of any person;
      2. be of good quality, material and workmanship, and free from defects in materials and workmanship for a period of one year from the shipping date to the customer. IEC makes no other warranty, express or implied with respect to the Products. IN PARTICULAR, IEC MAKES NO WARRANTY REGARDING THE MERCHATABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE.
   2. With respect to Products which do not meet applicable manufacturer's or United States government military specifications and with respect to value-added work by IEC which does not meet applicable Buyer's specifications, IEC's liability is limited (at IEC's election) to (1) refund of Buyer's purchase price for such products (without interest) or (2) replacement of such products.
   3. IEC warrants that any product sold by IEC is not in violation or does not infringe any patent, copyright, trademark, trade secret, nondisclosure agreement, or other proprietary right of any third party.
7. Indemnity: Buyer shall not in any event be entitled to, and IEC shall not be liable for indirect, special, incidental or consequential damages of any nature including, without being limited to, loss of profit, promotional or manufacturing expenses, overhead, injury to reputation or loss of customers. Buyer's recovery from IEC for any claim shall not exceed Buyer's purchase price for the products irrespective of the nature of the claim, whether in contract, tort, warranty, or otherwise.
8. Shipping: Shipping and processing charges are paid by the Buyer.
9. Insurance: IEC, at IEC's expense, shall keep in effect during the term of this contract general liability insurance (including personal injury and contractual liability) with a liability limit no less than US $2,000,000.
10. Acceptance: Buyer has the right to examine the products upon receipt and has ten days in which to notify IEC of any claim for damages based on the condition, grade, quantity or quality of the products. Such notice must specify in detail the particulars of the claim. Failure to provide such notice within the requisite time period constitutes irrevocable acceptance of the products.
11. Governing Law, Jurisdiction: This contract shall be governed in all respects by the laws of Texas, U.S.A. without regard to choice of law provisions, and not by the 1980 U.N. Convention on Contracts for the International Sale of Goods. The parties agree that jurisdiction over and venue in any legal proceeding arising out of or relating to this contract shall be in the state or federal courts located in Travis County, Texas.
12. Termination: Buyer may terminate this contract in whole or in part by written notice to IEC. In the event of such termination, Buyer will pay IEC a percentage of the total contract amount based on the percentage of the work completed plus IEC's out of pocket cost, if any, after possible returns, of any materials ordered and received specifically for this contract.
13. Wavier: No delay or omission in the exercise of any right or remedy shall be deemed a waiver of any right or remedy. No waiver of any term, condition, default, breach, right or remedy under this contract shall be valid or binding unless executed in writing by the party making the wavier. No waiver shall constitute a waiver of any other item, condition, default, breach, right or remedy under this contract, nor shall ay waiver constitute a continuing waiver.
14. Modification: No term of this contract shall be amended, supplemented, or modified except by a writing signed by the party against whom enforcement is sought.
15. Severability: If a court of competent jurisdiction or arbitrator finds any term of this contract to be invalid or unenforceable for any reason as to any person or circumstance, than the term shall continue in effect only to the extent that it remains valid, and the court's finding shall not render that term invalid or unenforceable as to any other person or circumstance, and all other terms of this contract in all other respects shall remain valid and enforceable.