Exovie, LLC (“SELLER”)
TERMS AND CONDITIONS OF SALE
ACCEPTANCE OF TERMS: Exovie’s offer is expressly conditioned upon Buyer’s acceptance of these Terms and Conditions, and Exovie expressly objects to any additional or different terms proposed by Buyer. Any subsequent purchase order issued by Buyer shall constitute Buyer’s agreement to these Terms and Conditions. Any contrary terms and conditions contained in any purchase order, facility entry form, or other instrument issued by the Buyer are expressly rejected and shall not apply to this transaction. Unless otherwise specified in the quotation, Exovie’s quotation shall expire 30 days from its date and may be modified or withdrawn by Exovie before receipt of Buyer’s conforming purchase order.
PAYMENT TERMS: Payment is due in accordance with any applicable progress, advance, or other agreed-upon payment schedule, or, if no such schedule has been agreed to, no later than 30 days from the date of the invoice. Buyer shall pay a late payment charge computed at the lower of 1.5% per month on any overdue balance, or the maximum rate permitted by law. No cash discount is provided. If at any time Exovie reasonably determines that Buyer’s financial condition or payment history does not justify continuation of Exovie’s performance, Exovie shall be entitled to require full or partial payment in advance or otherwise restructure payments, request additional forms of payment security, suspend its performance or terminate the order.
Unless otherwise agreed in writing, title and risk of loss shall pass at the time of shipment. Buyer is responsible for all taxes, duties, fees, or other governmental charges related to its purchase of goods, with the sole exception of taxes on Exovie’s income. Unless otherwise agreed, Buyer shall pay all packing and delivery costs.
Exovie’s quoted lead times and targeted delivery dates are good faith estimates and are not binding on Exovie. Buyer’s acceptance of delivery of Exovie’s products from the carrier shall constitute a waiver of any claim for delay. If Exovie notifies Buyer that the products are ready for shipment and Buyer delays delivery, then Exovie may charge Buyer a storage fee equal to 1.5% of the contract price per month for each month of delay. Such storage fees are in addition to any other remedies Exovie may have.
Buyer shall have a reasonable opportunity to inspect any products prior to shipment. Products shall be deemed to be accepted upon the earlier of: (i) inspection at Exovie’s plant (provided that no reasonable objection is then raised by Buyer), or (ii) if no inspection is requested, then at shipment. If an objection is made during inspection, then Products shall be deemed accepted upon resolution of the objection by Exovie.
4.1 Exovie’s express product warranty is as stated in Exovie’s order specification documentation and shall run from the date of shipment (the “Warranty Period”). During the Warranty Period, Exovie warrants that the products and services sold hereunder will be free from material defects in material, workmanship, and title (the “Warranty”).
4.2 If, during the Warranty Period, Exovie reasonably determines that the products do not meet the Warranty, then Exovie shall, at its option, repair or replace the defective product or component thereof, reperform any defective services at Exovie’s expense, or refund or credit to Buyer its purchase price for the defective products or services.
4.3 The Warranty will be void and will not apply: (i) when Buyer fails to promptly notify Exovie of any alleged defect, (ii) when Buyer fails to properly install, maintain, or operate the products, (iii) to any product or parts thereof with a useful life, under normal operating conditions, inherently shorter than 1 month, or (iv) to products which were not made by Exovie or any of Exovie’s affiliates, provided that in such cases Exovie shall use reasonable efforts to pass on to Buyer the manufacturer’s warranty.
4.4 If Exovie provides any parts or services to repair a product that is not under Warranty, then such parts and services will be billed to Buyer at Exovie’s prevailing rates for time and materials.
4.5 The Warranty set out above is the sole and exclusive warranty provided by Exovie for its products and is in lieu of, and Exovie expressly disclaims, all other warranties, express or implied, oral, written, or statutory. THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE FOR Exovie’s PRODUCTS.
LIMITATION OF LIABILITIES:
5.1 Exovie’s total liability to Buyer arising out of or resulting from this Contract or related in any way to Exovie’s products or parts thereof shall not exceed the contract price for such products.
5.2 Exovie shall not be liable for loss of profit or revenues, loss of use of products, interruption of business, downtime costs, increased operating costs, or any special, consequential, incidental indirect or punitive damages, whether incurred by Buyer or Buyer’s customers.
5.3 Because the conditions of actual production in each end user’s plant vary considerably, Buyer assumes all risk for the results obtained by use of Exovie’s products in the practice of any process, whether in terms of operating costs, general effectiveness, success or failure, and regardless of any oral or written statements made by Exovie related to the use of its products.
SECURITY INTEREST. Buyer agrees that Exovie shall have and retain a purchase money security interest in the Products securing the payment of all sums becoming due hereunder. Such security interest shall attach, upon completion of manufacture, to the Products and to any parts or accessories attached to the Products and to the proceeds of any sale thereof. Buyer represents that the Products are being acquired for use in its business and that such Products will not, without the prior written consent of Exovie, be sold or removed from the Buyer’s place of business to which delivery is made. Buyer agrees upon Exovie’s request to execute any financing statements or other documents required to perfect, continue or renew Exovie’s security interest in the Products.
CANCELLATION: Unless otherwise agreed, Buyer may cancel all or any part of the order by written notice received by Exovie before the completion of the order. On receipt of such cancellation notice, all work on the order or part thereof canceled will be stopped as promptly as is reasonably possible. Buyer will then be invoiced for and will pay to Exovie as liquidated damages a cancellation charge. For completed items, the charge will be equal to their established prices. For items not completed, the charge will be equal to 135% of Exovie’s full cost as determined by Exovie in accordance with Exovie’s standard accounting practices (which includes burden and overhead), plus a charge for any packing and storage, less a credit for the balance of the material as scrap.
RETURNS: All returned items require a Return Merchandise Authorization (RMA) number from Exovie. Returns are subject to a quality inspection to validate whether it can be returned to inventory. Mold bases, plates, special components, made-to-order products and other date-sensitive products are non-returnable items. Items returned to Exovie without prior authorization (RMA) may be returned to sender. Items returned for stated defect or non-conforming reason require detailed explanation. No products are returnable beyond 30 days after receipt.
Contact Exovie for more information:
Exovie, LLC 680 Flinn Ave., Suite 38, Moorpark, CA 93021 USA