Terms & Conditions of Sale
SPECTRUM SCIENTIFIC, INC. – TERMS & CONDITIONS OF SALE
These Terms and Conditions of Sale (“Conditions”) govern all sales of goods by Spectrum Scientific, Inc., a California corporation, with its principal place of business at 16992 Hale Avenue, Irvine, California 92606, USA (“Seller”).
1 Definitions and Interpretation
1.1 Buyer means the entity purchasing Goods from Seller.
1.2 Goods means all products supplied by Seller under a Contract.
1.3 Contract means Seller’s quotation or written acceptance together with these Conditions.
1.4 Writing / Written means written communication, including email or electronic transmission.
1.5 Headings are for convenience only and shall not affect interpretation.
2 Basis of Sale
2.1 All sales are expressly conditioned on Buyer’s acceptance of these Conditions, which supersede and exclude all buyer terms and conditions, whether contained in a purchase order or otherwise.
2.2 No amendment or waiver shall be binding unless expressly agreed in Writing and signed by an authorized representative of Seller.
2.3 Buyer acknowledges that it has not relied upon any representation or warranty not expressly set out in the Contract.
2.4 Seller may correct clerical or typographical errors without liability.
3 Orders, Specifications, and Changes
3.1 Orders are binding only when accepted in Writing by Seller.
3.2 Buyer is solely responsible for the accuracy and completeness of all specifications and instructions it provides.
3.3 Where Goods are manufactured to Buyer specifications, Buyer shall indemnify Seller against all claims arising from such specifications, including intellectual property infringement.
3.4 Seller may make non-material changes necessary to comply with applicable laws or industry standards.
3.5 Buyer may not cancel an accepted order without Seller’s prior written consent and shall reimburse Seller for all costs, expenses, and lost profits incurred.
4 Price and Taxes
4.1 Prices are as stated in Seller’s quotation and valid for thirty (30) days unless otherwise stated.
4.2 Seller may adjust prices to reflect increased costs beyond its reasonable control, including material, labor, exchange rates, tariffs, or Buyer-requested changes.
4.3 Unless otherwise agreed in Writing, prices are EX WORKS (Incoterms® 2020) Seller’s facility.
4.4 Prices exclude all sales, use, value-added, withholding, import, export, customs, or similar taxes or duties.
4.5 Payments shall be made free and clear of any withholding or deduction. If withholding is required by law, Buyer shall gross-up payments so Seller receives the full invoiced amount.
5 Payment Terms
5.1 Payment terms are net thirty (30) days from invoice date unless otherwise agreed in Writing.
5.2 Buyer shall not withhold, set off, or deduct any amounts from payments due.
5.3 Late payments accrue interest at the lesser of 1.5% per month or the maximum permitted by law.
5.4 Seller may suspend performance or terminate the Contract if Buyer fails to pay when due.
6 Delivery
6.1 Delivery dates are estimates only and not guaranteed. Time is not of the essence unless expressly agreed in Writing.
6.2 Seller is not liable for delays beyond its reasonable control, including customs clearance delays or regulatory holds.
6.3 Partial deliveries may be made and invoiced separately.
7 Risk of Loss and Title
7.1 Risk of loss transfers to Buyer in accordance with the applicable Incoterms®.
7.2 Title to the Goods remains with Seller until payment in full is received.
7.3 Buyer shall not pledge or encumber Goods prior to passage of title.
8 Tooling, Masters, and Intellectual Property
8.1 Unless expressly agreed otherwise in Writing, all masters, sub-masters, molds, tooling, fixtures, dies, processes, designs, manufacturing methods, and know-how (collectively, “Tooling”) used or created by Seller shall remain the sole and exclusive property of Seller, regardless of whether Buyer has paid for such Tooling in whole or in part.
8.2 Payment by Buyer for Tooling constitutes payment for use and access only and conveys no ownership or license except as expressly agreed in Writing.
8.3 Seller may retain, use, repair, modify, refurbish, or recreate Tooling at its discretion.
8.4 Buyer acknowledges that Tooling is subject to normal wear and tear and may have a finite operational life depending on usage and process conditions.
8.5 Seller makes no warranty as to Tooling lifespan or continued suitability, except as expressly agreed in Writing.
8.6 Unless expressly agreed otherwise in Writing, the cost of repair, refurbishment, or replacement of Tooling due to normal wear, end-of-life, or degradation shall be borne by Buyer, whether or not Buyer funded the original Tooling.
8.7 Replacement or remanufacture of Tooling shall not alter ownership, which shall remain with Seller.
9 Warranty
9.1 Seller warrants that the Goods will materially conform to Seller’s specifications and be free from defects in materials and workmanship for twelve (12) months from delivery.
9.2 Seller’s sole obligation is repair, replacement, or refund of the purchase price, at Seller’s option.
9.3 The warranty does not apply to Buyer-supplied specifications, misuse, alteration, or non-Seller components.
10 Disclaimer and Limitation of Liability
10.1 EXCEPT AS EXPRESSLY STATED, SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
10.2 IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION.
10.3 SELLER’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE PRICE PAID FOR THE GOODS GIVING RISE TO THE CLAIM.
11 Intellectual Property Indemnity
11.1 Seller shall indemnify Buyer against third-party claims that the Goods infringe US intellectual property rights, provided Seller controls the defense and Buyer cooperates.
11.2 The indemnity does not apply to Buyer specifications, modifications, or combinations not authorized by Seller.
12 Export Control and Trade Compliance
12.1 Goods may be subject to US export control laws, including the EAR, and applicable sanctions regulations.
12.2 Buyer shall obtain all required import, export, and re-export licenses and approvals.
12.3 Buyer shall not export, re-export, or transfer Goods in violation of applicable laws.
13 Force Majeure
Seller shall not be liable for failure or delay due to events beyond its reasonable control, including acts of God, pandemics, labor disputes, supply-chain disruptions, government actions, export controls, or transportation failures.
14 Insolvency
Seller may suspend performance or terminate the Contract if Buyer becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, or ceases business operations.
15 Agreement Not to Copy or Replicate
15.1 Buyer shall not copy, replicate, reverse engineer, or use the Goods or Tooling as manufacturing tools or molds, nor permit any third party to do so.
15.2 Buyer acknowledges that pricing reflects this restriction.
15.3 This clause survives termination or completion of the Contract.
15.4 Seller is entitled to injunctive relief for breach.
16 International Sales – Mandatory Provisions
16.1 The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
16.2 This Contract is a business-to-business transaction; no consumer protection laws apply.
16.3 Mandatory local laws shall apply only to the extent they cannot be contractually excluded.
17 Governing Law and Venue
17.1 These Conditions are governed by the laws of the State of California, excluding conflict-of-laws principles.
17.2 Any dispute shall be brought exclusively in the state or federal courts located in California, and the parties consent to jurisdiction and venue.
18 General
18.1 No waiver is effective unless in Writing.
18.2 If any provision is unenforceable, the remainder remains in effect.
18.3 These Conditions constitute the entire agreement relating to the sale of Goods.