The following are the terms and conditions ("Terms and Conditions") for the sale of products ("Products") by MilesTek Corp. ("MilesTek") to MilesTek's customers ("Customers"). PLEASE READ THIS AGREEMENT CAREFULLY. ANY DIFFERENT OR ADDITIONAL TERMS SET FORTH IN CUSTOMER'S PURCHASE ORDER OR SIMILAR COMMUNICATION ARE OBJECTED TO AND SHALL NOT BE BINDING ON THE COMPANY UNLESS A SEPARATE AGREEMENT HAS BEEN SIGNED BY AN AUTHORIZED OFFICER OF THE COMPANY. BY PLACING AN ORDER FOR PRODUCTS FROM THE COMPANY, OR BY ACCEPTING DELIVERY OF THE PRODUCTS DESCRIBED ON THE APPLICABLE PACKING SLIP, BILL OF LADING AND/OR INVOICE RECEIVED WITH THE PRODUCTS, YOU AGREE TO BE BOUND BY AND ACCEPT THESE TERMS AND CONDITIONS OF SALE.
1. ACCEPTANCE AND CANCELLATION OF ORDERS
All orders are subject to acceptance by MilesTek in writing by a duly authorized agent of MilesTek; any written acknowledgement of receipt of an order shall not, in and of itself, constitute such acceptance. Orders accepted and processed by MilesTek may not be cancelled by Customer except as covered by the Limited Warranty. Non-Standard Parts are defined as Products which are special orders, custom orders, orders for non-standard products, products not customarily in stock or orders for value-added products. Non-standard products are Non-Cancelable and Non-Refundable and for these products, all sales are final. Cable Assemblies built-to-order in our facility are Non-Standard Products and are also Non-Cancelable/Non-Refundable (“NC/NR”). In the event of cancellation or other withdrawal of an order for any reason and without limiting any other remedy which MilesTek may have as a result of such cancellation or other withdrawal, reasonable cancellation or restocking charges, which shall include all expenses than incurred and commitments made by MilesTek, shall be paid by Customer to MilesTek. Customer requests to reschedule are subject to acceptance by MilesTek in its sole discretion. Orders may not be canceled or rescheduled after the order has been submitted by MilesTek to the shipment carrier. MilesTek reserves the right to allocate sales and limit quantities of selected Products among its customers in its sole discretion. Product specifications and availability are subject to change without prior notice.
Orders are billed at the prices (in US dollars) in effect at the time of shipment. Prices will be as specified by MilesTek and will be applicable for the period specified in MilesTek's quote. If no period is specified, quoted prices will be applicable for thirty (30) days. Most current pricing will be as displayed on the MilesTek website found at www.MilesTek.com, or any of it’s affiliated websites (e.g. www.MilesTek1553.com, and others). The catalog reflects the latest pricing information available at the time of printing. Prices shown in the catalog are subject to change without notice. Prices are subject to increase in the event of an increase in MilesTek's costs or other circumstances beyond MilesTek's reasonable control. If Customer does not purchase the quantity upon which quantity prices are based, Customer will pay the non-discounted price for the quantity actually purchased and/or a cancellation or restocking fee. Prices are exclusive of taxes, impositions and other charges, including: sales, use, excise, value added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent's and broker's fees, bank fees, consular fees, document fees and import duties.
3. TERMS OF PAYMENT
All payments must be in US Dollars.
For Domestic Orders
We accept major credit cards MasterCard, VISA, American Express, and Discover. We also offer C.O.D. and Pre-paid by wire transfer, money order, company or personal check (personal check will delay order up to two weeks). Open Account Credit is available to businesses, schools and institutions or as otherwise specified by MilesTek subject to an approved credit application. To obtain a credit application, please contact any Customer Service or Sales Representative by calling 1-800-524-7444, or (+1) 940-484-9400. Or you may download a copy of the MilesTek Credit Application form.
For International Orders
We offer MasterCard, VISA, American Express, Discover, prepaid by wire transfer, cashier's check in U.S.Dollars, as well as open account credit to qualified institutions and businesses. We cannot accept personal checks or certified personal checks. Money orders can result in significant delays. Payment via Open Account Credit can be established for companies having three U.S. references. We also offer Pre-paid by wire transfer, a wire transfer fee of $25.00 must be included. Orders will not be accepted until funds have been received in full and Purchase Order (PO) has been received. Customer is responsible for duties and taxes.
3.1 TERMS OF PAYMENT
For All Orders
Customer agrees to pay the entire net amount of each invoice from MilesTek pursuant to the terms of each such invoice without offset or deduction. Orders are subject to credit approval by MilesTek, which may in its sole discretion at any time change the terms of Customer's credit, require payment in cash, bank wire transfer or by official bank check and/or require payment of any or all amounts due or to become due for Customer's order before shipment of any or all of the Products. If MilesTek reasonably believes that the Customer's ability to make payments may be impaired or if Customer fails to pay any invoice when due, MilesTek may suspend delivery of any order or any remaining balance thereof until such payment is made or cancel any order or any remaining balance thereof, and Customer will remain liable to pay for any Products already shipped and all Non-Standard Products ordered by Customer. Customer agrees to submit such financial information as MilesTek may reasonably require for determination of credit terms and/or continuation of credit terms. Checks are accepted subject to collection and the date of collection will be deemed the date of payment. Any check received from Customer may be applied by MilesTek against any obligation owing by Customer to MilesTek under this or any other contract, regardless of any statement appearing on or referring to such check, without discharging Customer's liability for any additional amounts owing by Customer to MilesTek. The acceptance by MilesTek of such check will not constitute a waiver of MilesTek's right to pursue the collection of any remaining balance. Invoices not paid when due will bear interest to date of payment at the annual rate of eighteen (18%) percent or such lower rate as may be the maximum permitted by law. If Customer fails to make payment when due, MilesTek may pursue any legal or equitable remedies, in which event MilesTek will be entitled to reimbursement for costs of collection and reasonable attorneys' fees. There is a $25.00 service charge on all returned checks.
4. SALES TAX
Only residents of the States of California, Florida, Massachusetts, Michigan, New Jersey, Pennsylvania, Texas, and Washington need to remit sales tax. MilesTek does not remit sales tax to states other than these mentioned. Any sales tax due that is not collected by MilesTek is the responsibility of the customer.
5. DELIVERY AND TITLE
All shipments by MilesTek are F.O.B. point of shipment, and the amount of all transportation charges will be paid to MilesTek by the Customer in addition to the purchase price of the Products. Subject to MilesTek's right of stoppage in transit, delivery of the Products to the carrier will constitute delivery to Customer and title and risk of loss will pass to Customer. MilesTek will make reasonable efforts to initiate shipment and schedule delivery as close as possible to Customer's requested delivery date(s). Customer acknowledges that delivery dates provided by MilesTek are estimates only and that MilesTek will not be liable for failure to deliver on such dates. Selection of the carrier and delivery route will be made by MilesTek unless specifically designated by Customer. MilesTek reserves the right to make deliveries in installments. Delay in delivery of one installment will not entitle Customer to cancel any other installment(s). Delivery of any installment of Products within thirty (30) days after the date requested will constitute a timely delivery. Delivery of a quantity which varies from the quantity specified shall not relieve Customer of the obligation to accept delivery and pay for the Products delivered.
6. MILESTEK'S LIMITED WARRANTY
MilesTek warrants its products to be free from defects of workmanship and material. If any such defects occur, replacement will be made without charge to our Customers. We strive to provide 100% Satisfaction for our Customers to the best of our ability. This warranty does not cover normal wear and tear, and abuse. The warranty period depends upon the product. All products are covered by a LIMITED WARRANTY for a period of thirty (30) days from the date of shipment when purchased from MilesTek. Customer must notify MilesTek within 30 days from date of shipment of any defective product. An approved Return Materials Authorization (RMA) number must first be obtained from MilesTek prior to the return of any merchandise to MilesTek for inspection under warranty. Shipping charges for all materials returned under this Limited Warranty are to be prepaid by the Customer. This warranty is limited to the original purchaser. MilesTek's liability arising out of any sale of products to Customer is expressly limited to either (1) Credit or refund for the purchase price paid by Customer for such products (without interest), or (2) Repair and/or replacement of such products, found to be defective after inspection by MilesTek at its main headquarters, and such remedies shall be exclusive and in lieu of all others. Implied warranties of fitness for a particular purpose and merchantability are specifically excluded and shall not apply. Non-Standard products as defined in Section 1 above are not eligible for return for refund. Products returned for refund may be subject to a 20% restocking fee. Customer's obligations and MilesTek's remedies, with respect to defective or nonconforming products, are solely and exclusively as stated herein. Further, no warranty will apply if the Product has been subject to misuse, neglect, accident or modification, or has been soldered or altered in any way.
All returns must be shipped to:
MilesTek Corp., 1506 Interstate 35W, Denton, TX 76207-2402 USA
7. LIMITATION OF LIABILITIES
In no event shall MilesTek be liable for any special, incidental or consequential damages of any nature including, but not limited to, damages resulting from loss of profit or revenue, recall costs, claims for service interruptions or failure to supply downtime, testing, installations or removal costs, costs of substitute products, property damage, personal injury, death or legal expenses. Customer's recovery from MilesTek for any claim shall not exceed the purchase price paid by Customer for the goods, irrespective of the nature of the claim, whether in warrant, contract or otherwise. CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD MILESTEK HARMLESS FROM ANY CLAIMS brought by any party regarding products supplied by MilesTek and incorporated into the customer's product.
8. USE OF PRODUCTS IN LIFE SUPPORT, NUCLEAR AND CERTAIN OTHER APPLICATIONS
Products are intended for commercial use only. Products are traceable at the manufacturer's level only. Not all products have lot level traceability. Products sold by MilesTek are not designed, intended or authorized for use in life support, life sustaining, human implantable, nuclear facilities, or other applications in which the failure of such Products could result in personal injury, loss of life or catastrophic property damage. If Customer uses or sells the Products for use in any such applications: (1) Customer acknowledges that such use or sale is at Customer's sole risk; (2) Customer agrees that MilesTek is not liable, in whole or in part, for any claim or damage arising from such use; and (3) Customer agrees to indemnify, defend and hold MilesTek harmless from and against any and all claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use or sale.
9. STATEMENTS AND ADVICE
If statements or advice, technical or otherwise, are offered or given to Customer, such statements or advice will be deemed to be given as an accommodation to Customer and without charge and MilesTek shall have no responsibility or liability for the content or use of such statements or advice.
10. FORCE MAJEURE
MilesTek will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control, including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fire, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots, or war. MilesTek's time for delivery or performance will be extended by the period of such delay or MilesTek may, at its option, cancel any order or remaining part thereof without liability by giving notice to Customer.
11. EXPORT CONTROL
Items are controlled by the U.S.
Government and authorized for export only to the country of ultimate
destination for use by the ultimate consignee or enduser(s) herein
identified. They may not be resold, transferred, or otherwise disposed
of, to any other country or to any person other than the authorized ultimate
consignee or end-user(s), either in their original form or after being
incorporated into other items, without first obtaining approval from the U.S.
Government or as otherwise authorized by U.S. law and regulations.
Customer agrees to comply with all applicable export control laws, restrictions
and regulations of the United States, and shall not export, or transfer for the
purpose of re-export, any product to any embargoed country or region, including
but not limited to Cuba, the Crimean Region of Ukraine, Iran, North Korea,
Sudan, and Syria, or to any denied, blocked, or designated person or entity as
mentioned in any such United States or EU law or regulation. Customer
represents and warrants that it is not on the Denied Persons, Specially
Designated Nationals or Debarred Persons List, as identified by the U.S. Treasury
Office of Foreign Asset Control (OFAC) and by the U.S. Department of Commerce, Bureau of Industry and Security
(BIS), or any
other United States list of prohibited persons; is not owned or controlled by
any person that is on one of those lists, or is otherwise prohibited by United
States or other law from purchasing the products or services hereunder.
Customer shall be solely responsible to obtain any license to export, re-export
or import as may be required. Customer also agrees that it will not use these
products in connection with the proliferation of weapons of mass destruction,
including missiles, nuclear, chemical or biological weapons.
The Terms and Conditions may not be modified or cancelled without MilesTek's written agreement. Accordingly goods furnished and services rendered by MilesTek are sold only on the terms and conditions stated herein. The sale of Products hereunder will be governed by the Terms and Conditions, notwithstanding contrary or additional terms and conditions in any order purchase order, planning schedule, acknowledgment, confirmation or any other form or document issued by either party effecting the purchase and/or sale of Products. Notwithstanding any terms and conditions on Customer's order, the information and conditions on the Credit Application are controlling over Customer and MilesTek. Any conflicting statements or terms listed on the Customer purchase orders, invoice, confirmations or other Customer generated documents ("Customer Documents") whether heretofore or hereafter submitted are negated by submission of the Credit Application and the issuance of credit by MilesTek, and all different or additional terms and conditions contained in any Customer Documents are hereby objected to by MilesTek. MilesTek's performance of any contract is expressly made conditional on Customer's agreement to MilesTek's Terms and Conditions of Sale, unless otherwise specifically agreed in writing by MilesTek. In the absence of such agreement, commencement of performance and/or delivery shall be for Customer's convenience only and shall not be deemed or construed to be acceptance of Customer's terms and conditions, or any of them. No rights, duties, agreements or obligations hereunder may be assigned or transferred by operation of law, merger or otherwise, without the prior written consent of MilesTek. The obligations, rights, terms and conditions hereof will be binding on the parties hereto and their respective successors and assigns. The waiver of any breach of any term, condition or covenant hereof or default under any provision hereof will not be deemed to constitute a waiver of any other term, condition, or covenant contained herein or of any subsequent breach or default of any kind or nature. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. The Terms and Conditions will be governed by and construed in accordance with the laws of the State of Texas and the applicable laws of the United States.