Customer service

Whittaker Controls Inc - Standard conditions of sale

1. TERMS AND CONDITIONS: Seller's offer to sell and acceptance of Buyer's purchase order for the articles or services set forth therein, is expressly conditioned upon acceptance by Buyer of these Terms and Conditions. Seller shall not be bound by the Terms and Conditions set forth in Buyer's purchase order. No modifications of these Terms and Conditions shall be binding upon Seller unless accepted by Seller in writing.

2. DELIVERY AND EXCUSABLE DELAYS: Unless otherwise specifically provided, delivery of products shall be made F.O.B. Seller’s plant, (INCOTERMS EXW, North Hollywood, California, USA), and title shall pass at that time. Shipments made F.O.B. Seller’s plant shall be at the risk of the Buyer, who shall make all claims to the carrier in the event of damage to shipped material or losses in transit. Buyer shall notify Seller in writing relative to any shortages, within 10 days from receipt of shipment.

Shipping dates are approximate and are dependent on: (i) prompt receipt by Seller of all information required for Seller to proceed with work immediately and without interruption; (ii) Buyer’s compliance with payment and other terms of Buyer’s performance obligations; and (iii) Buyer’s timely submission of any required export/import documents that Seller may require. In the event Seller can deliver any item quoted herein early, Buyer shall accept such early delivery as if so scheduled for the actual time period in which shipped. Seller will use its best efforts to deliver as specified herein but shall not be liable for delays in delivery occasioned by forces majeure or any cause beyond its control.

3. PRICING: Prices are in U.S. dollars ($). The prices stated in this order are fixed and cannot be modified, except as a result of mutually agreed upon change orders.

4. PAYMENT TERMS: For customers with established credit approved by Seller’s finance group, payment terms are Net 30 days from the date of invoice based on established credit limits. Whittaker Controls reserves the right to deny, modify or revoke payment terms at any time based on customer’s late payment record or change in financial condition. Whittaker Controls accepts payment by Visa, MasterCard and American Express credit cards.

5. TAXES: The Seller’s prices do not include sales, use, excise or similar taxes. Consequently, in addition to the price specified the amount of any present or future sales, use, excise or similar tax applied directly to the sale hereunder shall be paid by the Buyer or in lieu thereof the Buyer shall provide a tax-exemption certificate acceptable to the taxing authorities.

6. EXPORT: The Buyer is hereby placed on notice that the technical data or hardware furnished with this quotation or order acknowledgment may relate to articles controlled by the U.S .Government for export and may, therefore, be subject to export licensing requirements and limitations on disclosure or shipment to foreign nationals under U.S. Law. Federal, criminal and civil penalties may result from any violation of these export provisions. In case the commodity requires an export license from the United States Department of Commerce or from the United States Department of State, the consignee and/or end user in the country of destination will furnish an end user statement and Import Certificate and/or Transaction Statement when requested by Seller in order to enable the Seller to apply for an export license. All quotations and order acknowledgments are subject to Seller's obtaining a United States export license in case the commodity requires such a license. If required by Seller, the Buyer further agrees to furnish a delivery verification certificate after the merchandise has been received in the country of destination. The Parties agree to comply with all applicable trade compliance regulations. Each Party shall indemnify and hold the other Party harmless to the full extent of any loss, damage or expense, excluding lost profits, for any failure of the Party to comply with trade compliance regulations.

7. CANCELLATION: The Buyer may cancel an order only upon payment of reasonable cancellation charges which shall take into account expenses already incurred and commitments made by the Seller.

8. WARRANTY AGREEMENT:
a) Whittaker Controls, Inc. expressly warrants that all articles ordered will conform to those specifications, drawings and samples which have been mutually agreed to by the parties, and that all articles, at the time of shipment to the Buyer are merchantable and free from defects in material and workmanship.
b) The sole obligation of Whittaker Controls, Inc. under its warranties shall be, at its option, to repair or replace any article or part thereof which is proved to be other than as warranted. In order for Whittaker to be obligated under its warranties, it is necessary that when an article is claimed to be defective in material or workmanship or not to conform to specifications, Whittaker must receive prompt written notice, but in no event will such written notice be received by Whittaker later than ten days after discovery, and the article that is claimed to be defective must be promptly returned to Whittaker for a warranty determination. Upon determination by Whittaker Controls that said defect is covered by this warranty, Whittaker shall at its option correct the defects by repair or replacement without charge to Buyer, F.O.B. Whittaker Controls’ plant. Should said defect be determined to be not covered by this warranty, Whittaker Controls shall advise the Buyer of this fact and shall not proceed further until receipt of written authorization from the Buyer to do so. Whittaker’s liability under this warranty is limited to the repair or replacement of defective articles, or, if repair or replacement is impossible or cannot be accomplished within a reasonable period of time, Whittaker at its sole discretion will return the purchase price including transportation. No allowances shall be made to Buyer for any transportation, labor charges or parts, adjustments or repairs, or any other work performed by Buyer or third parties, unless such charges are authorized in advance by a specific Whittaker Controls’ Product Support Agreement.
c) PERIOD OF WARRANTY: Whittaker’s liability under this warranty for NEWLY MANUFACTURED and OVERHAULED components shall expire if it has not received written notice of defect within thirty days after discovery of defect, or twelve months from the date the article is delivered to Buyer, whichever period first expires. Whittaker’s warranty period for REPAIRED components shall expire six months from the date repaired article is delivered to Buyer for parts replaced only.
d) EXCLUSIONS FROM WARRANTY:
(i) These warranties shall not extend to any articles or parts thereof which have been modified, altered, installed, used or serviced otherwise than in conformity with Whittaker’s applicable specifications, manuals, bulletins or instructions, or, if none, which shall have been subjected to improper installation, misuse or neglect. The warranties shall not apply to any articles or parts thereof furnished by Buyer or acquired from others at Buyer’s request and/or to Buyer’s specifications.
(ii) No warranty whatever is made as to items which are expendable in nature, such as, but not limited to, diodes, transistors, o-rings, packings, or fuses, and Whittaker does not agree to repair or replace these items.
(iii) Whittaker shall not be responsible for the removal of the Product from, or installation of the Product into, any other property to which it may be attached or incorporated, costs attendant thereto, or any special, indirect, consequential, collateral, or other damages.
(iv) Whittaker Controls hereby waives all responsibility or liability for the performance of any Whittaker Controls product in which non-Whittaker Controls PMA products have been installed.
(v) Minor deviations from specifications which do not affect performance of the products shall not be deemed to constitute defects in materials or workmanship or a failure to comply with these specifications referred to herein. The need for regular overhaul of warranted equipment shall not constitute a defect or failure under this warranty.

ANY OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED IN FACT OR IMPLIED IN LAW, ARE HEREBY SPECIFICALLY EXCLUDED, INCUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. THE REMEDIES OF BUYER SHALL BE LIMITED TO THOSE PROVIDED HEREIN. IN NO EVENT WILL WHITTAKER BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.

9. LIMITATION OF LIABILITY: Seller shall not be liable for any special, consequential, collateral, liquidated or indirect damages and/or penalties of any nature whatsoever alleged to arise, directly or indirectly, or arising, directly or indirectly, out of the performance of any purchase order (contract) resulting from this quotation.

10. GOVERNING LAW: Any dispute arising under or related to this order shall be governed by the laws of the State of California.

11. SELLER’S DATA: Drawings, data, designs, inventions and other technical information supplied by Seller in connection herewith (hereinafter called “Data”), shall remain Seller’s sole property and shall be held in confidence by Buyer. Such Data shall not be reproduced, used or disclosed to others by Buyer without Seller’s express written consent. Upon completion of work under this Order, Buyer shall promptly return all Data to Seller. Buyer shall make no future use, either directly or indirectly of any Data or information derived from Seller’s Data without Seller’s express written consent. The foregoing shall in no way obligate Seller to supply any Data in support of this offer or any resulting order.

12. TOOLS: Any special equipment, tools, dies, fixtures, jigs, etc., produced or acquired by Seller for the manufacture of articles on this order shall remain the property of the Seller.

13. CONFIGURATION REVISION LEVEL Seller reserves the option of delivering Products that meet Seller’s current revision level drawing at the time of order placement. Seller’s current drawing revision shall take precedence over obsolete Seller drawing revision levels that are referenced on any resulting purchase order or contract.

14. ACCEPTANCE OF QUOTATIONS: Seller’s quotation or proposal shall automatically expire unless accepted by Buyer by issuance of a purchase order or Notice of Award within thirty (30) days from the date of this quotation or proposal, or such longer period as may be specified in the quotation or proposal. The quotation may not be accepted in part unless agreed to in writing by Seller.

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