Terms and Conditions
[Shipping and Sales Tax]
[Terms and Conditions]
C&H TECHNOLOGY, INC. TERMS AND CONDITIONS
1. Prices - All prices are subject to change without notice. Unless otherwise specified, prices do not
include transportation charges, or Buyer specified special packaging or crating. Seller shall have the
right to increase the prices contained herein by an amount equal to any additional duty, tariff tax, or
other change imposed as a result of any action by the U.S. Government, any state or local government
or any agent or agency thereof.
2. Taxes - Unless otherwise specified, the prices do not include any taxes. Any taxes which Seller
may be required to pay or collect under any existing or future federal, state, local or foreign law upon
or with respect to the sale, purchase, delivery, storage, processing, use or consumption shall be for the
account of Buyer, and Buyer shall promptly pay the amount thereof to Seller upon demand.
3. Terms of Payment - Unless otherwise stated, terms are 30 days net from date of invoice, subject
to approval by C&H Technology, Inc. of amount and terms of credit. Products held for Buyer, or
stored for Buyer, shall be at the risk and expense of Buyer. Seller shall be entitled to refuse to make
or delay any shipment if the Buyer fails to pay when due any amount owed it to Seller, whether under
this purchase order or any other contract between Seller and Buyer. All accounts not paid in full
within thirty days of the date of the invoice are subject to a finance charge of ½ percent per month
(annual percentage of 6 percent) with a minimum charge of $0.50. All accounts past due will be
turned over for collection at Buyer’s expense; and Buyer will be responsible for interest, court costs
and attorney’s fees. Buyer will be charged a fee of $20.00 for each returned check. The agreement
between Seller and Buyer shall be deemed made and executed in Minneapolis, Hennepin County,
Minnesota; shall be interpreted in accordance with Minnesota law and venue for any legal
proceedings herein shall be in Hennepin County, Minnesota.
4. Delivery - All transportation charges are the responsibility of Buyer unless otherwise agreed to in
writing. Delivery dates are approximate. If conditions arise which prevent compliance with delivery
schedules, the Seller shall not be liable for any loss, damage, consequential damages or penalty for
delay in delivery.
5. Shipments - All shipments will be made F.O.B. Seller’s point of shipment, i.e. factory of origin,
gateway city (Seller’s designated port of entry), or Distribution Center. In the absence of specific
instructions, the Seller will select the carrier, but the carrier shall not be Seller’s agent, nor shall Seller
have any liability for damage or delay incurred during shipment. Any reference to freight or
Incoterms in this order is made solely for allocating freight, insurance and related transit costs.
Notwithstanding anything to the contrary in this order, title and risk of loss to all goods shall pass to
Buyer upon Seller’s delivery to the carrier or other delivery service. Thereupon the Buyer shall be
responsible therefor. Any transit insurance, charges or costs arranged by Seller are arranged on behalf
of Buyer. Any shortages must be reported to C&H Technology, Inc. in writing within ten days of
receipt of material.
6. Cancellations and Reschedules - Orders for standard product may be canceled or rescheduled on
thirty days prior written notice to Seller. Buyer’s orders (warehouse or direct ship) can be canceled or
the quantity decreased without factory authorization if Seller’s committed delivery date is greater than
the current date plus 45 calendar days, or the customer expected ship date is delinquent or less than
the current date, or past due. Orders for products which are not listed in Seller’s current catalog
(including but not limited to semi-custom or custom product which have special markings or which
have received special testing or which are specially manufactured for Buyer) may be rescheduled on
sixty days prior written notice to Seller and may not be canceled except under the provisions of a prior
written agreement between Buyer and Seller which sets forth the cancellation charges to be paid by
Buyer in the event of cancellation. If the above prior written agreement is not in place the charges
shall be 100%.
7. Product Safety - C&H Technology, Inc. products are not designed, intended, or authorized for use
as components in systems intended for surgical implant into the body, or in other applications
intended to support or sustain life, or in any other application in which the failure of the C&H
Technology, Inc. product could create a situation where personal injury or death may occur. Should
Buyer purchase or use C&H Technology, Inc. products for any such unintended or unauthorized
application, BUYER SHALL INDEMNIFY AND HOLD C&H TECHNOLOGY, INC. AND ITS
OFFICERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AND DISTRIBUTORS HARMLESS
AGAINST ALL CLAIMS, COSTS, DAMAGES, AND EXPENSES, AND REASONABLE
ATTORNEY FEES ARISING OUT OF, DIRECTLY OR INDIRECTLY, ANY CLAIM OF
PERSONAL INJURY OR DEATH ASSOCIATED WITH SUCH UNINTENDED OR
UNAUTHORIZED USE, EVEN IF SUCH CLAIM ALLEGES THAT C&H TECHNOLOGY, INC.
WAS NEGLIGENT REGARDING THE DESIGN OR MANUFACTURE OF THE PRODUCT.
8. Acceptance of Product - Final acceptance or rejection of the goods shall be made as promptly as
practical after delivery to Buyer. However, unless earlier rejected or accepted, the goods shall be
deemed by the parties to be accepted within thirty days after delivery to Buyer. Upon acceptance of
each unit of goods, Buyer waives any right to revoke such acceptance for any reason, whether known
or unknown to Buyer at the time of acceptance. Buyer’s sole and exclusive remedy regarding any
defect or non-conformance becoming apparent in the goods after given acceptance shall be as set out
in Clause 9 hereof entitled Warranty.
9. WARRANTIES, DISCLAIMER OF ALL OTHER WARRANTIES, AND LIMITATION OF
LIABILITY AND REMEDY - SELLER WARRANTS THE PRODUCT SOLD AS FOLLOWS
UNLESS OTHERWISE EXPRESSLY STATED ON THE FACE HEREOF:
STANDARD PRODUCTS OF C&H TECHNOLOGY, INC. ARE WARRANTED BY
SELLER FOR A PERIOD OF ONE YEAR (COMMENCING ON THE FIRST DAY OF
THE CALENDAR MONTH FOLLOWING THE DATE INDICATED BY THE DATE
CODE ON EACH PRODUCT) TO BE FREE FROM DEFECTS IN MATERIALS AND
WORKMANSHIP AND TO CONFORM TO THE SPECIFICATIONS FURNISHED OR
APPROVED BY SELLER. LIABILITY UNDER THIS WARRANTY SHALL BE
STRICTLY LIMITED TO THE REPAIR OR REPLACEMENT, AT SELLER’S
OPTION (BUT NOT THE INSTALLATION), OF ANY DEFECTIVE PRODUCT.
THESE WARRANTIES DO NOT EXTEND TO, OR APPLY TO, ANY PRODUCT
WHICH HAS BEEN (1) SUBJECTED TO MISUSE, NEGLECT, ACCIDENT,
IMPROPER INSTALLATION, OR TO USE IN VIOLATION OF INSTRUCTIONS
FURNISHED BY SELLER, AND/OR (2) REPAIRED OR ALTERED OUTSIDE OF
SELLER’S FACTORY BY PERSONS NOT EXPRESSLY APPROVED IN WRITING BY
SELLER, AND/OR (3) EVALUATED, SCREENED, OR TESTED BY AN OUTSIDE
TESTING LABORATORY NOT PREVIOUSLY APPROVED IN WRITING BY
EXCEPT AS OTHERWISE SET FORTH HEREIN, SELLER MAKES NO
WARRANTY, EITHER EXPRESS OR IMPLIED. (II) ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IS HEREBY
DISCLAIMED AND EXCLUDED BY SELLER FROM ANY SALE. (III) SELLER
SPECIFICALLY DENIES ADOPTION OF ANY MANUFACURER’S EXPRESS
10. Returns - No products will be accepted for repair or replacement without prior written
authorization of Seller to Buyer. Upon such authorization, and in accordance with instructions of
Seller, parts, materials or products for which replacement is requested must be returned within thirty
days to Seller for examination. At the request of Seller, Buyer shall deliver sample to Seller prepaid.
Returns are to be made by surface, cheapest way. Products, which are not listed in Seller’s current
catalog (including but not limited to semi-custom or custom products which have special markings or
which have received special testing or which are specially manufactured for Buyer) may not be
returned except under the provisions of a prior written agreement between Buyer and Seller which
sets forth the condition of return and charges to be paid by Buyer in the event of a return. If the above
prior agreement is not in place, the charges shall be 100%.
11. Government Requirements - The Seller agrees to comply with all applicable state and federal
laws, rules and regulations, and all obligations hereunder are subject to applicable government
regulations, including those affecting or limiting prices, production, purchase, sales use or inventory
12. Die and wafer Sales - All Purchase Orders for die in waffle pack will only be accepted in
multiples of the waffle pack quantity. Die sales in wafer form are subject to plus or minus twenty
percent of the ordered quantity per shipment to allow delivery of whole wafers. C&H Technology,
Inc. accepts no liability for the Buyers ability to handle, mount or package die or wafers.
13. Assignment - This order and Buyer’s duties hereunder may not be delegated or assigned by
Buyer without Seller’s written consent, and any assignment attempted without such consent shall be
null and void and shall effect, at Seller’s option, a cancellation of all of Seller’s obligations hereunder.
Seller may assign this order and its interest therein to any affiliated corporation, or to any corporation
succeeding to Seller’s business without the consent of Buyer.
14. Disputes and default - These terms and conditions of sale (this “Agreement”) shall be governed
by, and construed in accordance with, the laws of the State of Minnesota, excluding any laws that
require the application of another jurisdiction’s laws.
15. Government Contracts - To the extent this contract is entered into to satisfy U.S. Government
supply requirements Seller agrees only to those of the Federal Acquisition Regulations (FAR) or other
Government Regulation clauses which Buyer includes in its order and which are required by law to be
incorporated into a fixed price supply subcontract. No other clauses shall be included in this contract
unless specifically agreed to in writing by Seller.
16. General - If any of the terms or provisions of this contract shall be declared in violation of the
law, the remaining terms and provisions shall remain in full force and effect.
17. Exclusive Terms and Conditions - The terms and conditions of this Agreement may be
changed or modified by the Seller and without notification to the Buyer. This Agreement, together
with any amendment or supplement hereto specifically agreed to in writing by Seller, contains the
entire and only agreement between parties with respect to the sale of the products and supersedes any
alleged related representation, promise or condition not specifically incorporated herein.
These terms and conditions apply to the sale of all products by C&H Technology, Inc. whether
specifically attached to a confirmation of order or incorporated by reference into such
C&H Technology, Inc.
6121 Baker Road, Suite 108 | Minnetonka, Minnesota 55345
Phone: (952) 933-6190 | Fax: (952) 933-6223 | Toll Free: 800-274-4284