SV Components agreeing to sell its products, every purchaser of such products specifically agrees to be bound by the following terms and conditions of sale, which are specifically incorporated into and made a part of any order placed by Buyer, and are intended to be binding upon the parties, their respective successors and assigns.

The terms and conditions of sale contained herein apply to all quotations made and all purchase orders entered into by Seller, and acceptance by Seller of any order by confirmation or commencement of performance shall be on the basis of these terms and conditions of sale, even though no reference is made thereto at the time of acceptance. Seller’s failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of these terms and conditions of sale. Buyer’s assent to these terms and conditions of sale shall be deemed to be given by implication unless Buyer gives written notice of objection to Seller. Any changes in the terms and conditions of sale contained herein must specifically be agreed to in writing by an Officer of Seller before becoming binding on Seller.

All orders from Buyer are subject to acceptance by Seller, and Seller reserves the right to accept or reject any orders in whole or in part

Prices quoted or acknowledged by Seller are firm for the quantities and the shipping schedules set forth in the quotation or order acknowledgement, but are subject to revision if quantities and/or shipping schedules are changed by buyer.

Unless otherwise specifically provided for in quotation or order acknowledgement, the amount of any present or future sales, revenue, excise or other tax applicable to the products covered by this quotation or order or the manufacture or sale thereof, shall be added to the purchase price and shall be paid by Buyer, or in lieu thereof Buyer shall provide Seller with a tax exemption certificate acceptable to the taxing authorities.

All sales are made F.O.B. shipping point. Seller’s title and risk of loss passes to Buyer upon making delivery of material purchased hereunder to carrier at shipping point in good condition. All claims for loss or damage must be filed by Buyer with the carrier. Unless specific instructions are given by Buyer, Seller reserves the right to select carrier and routing.

Shipping dates are approximate and are based on prompt receipt from Buyer of all necessary information, Seller reserves the right to make partial shipments.

All invoices on credit terms are due and payable 30 days from the date of invoice. No discounts are allowed. Invoices remaining unpaid after their due date will be subject to interest charge of 1.5% per month (or the maximum rate allowed in Buyer’s State, if lower) from their due date until paid. Buyer will pay all costs and expenses of collection of overdue accounts, including reasonable attorney’s fees.
Each shipment shall be considered a separate and independent transaction, and payment therefore shall be made accordingly. If shipment is delayed by Buyer, Seller has the right to issue invoice on the date he is prepared to make shipment. If the work covered by the purchase order is delayed by Buyer, the invoiced amount shall be based on the purchase price and the percentage of completion. Products held for Buyer shall be at the risk and expense of Buyer. Seller reserves the right to ship to its order and make collection by sight draft with bill of lading attached.

If, in the judgement of Seller, the financial condition of Buyer at any time does not justify continuation of production of shipment on the terms of payment originally specified, seller may require full or partial payment in advance. In the event of bankruptcy or insolvency by Buyer or in the event any proceeding is brought by or against Buyer under the bankruptcy or insolvency laws, Seller shall be entitled to cancel any order then outstanding and shall receive reimbursement for its cancellation charges.

Subject to provisions below, SV Components warrants that every Product will conform either to SV Components’s published specifications for such Product, if any, or other mutually agreed upon, written specifications signed by an authorized SV Components representative. Notwithstanding the foregoing, SV Components shall not be liable for any defects that are caused by neglect, misuse or mistreatment by an entity other than SV Components, including improper installation or testing, or for any Product that has been altered or modified in any way by an entity other than SV Components. In addition, SV Components shall not be liable for any defects that result from Buyer’s design, specifications or instructions. Testing and other quality control techniques are used to the extent SV Components deems necessary to assure a high quality product.
If a Product fails to conform to the warranty set forth above, SV Components’s sole liability and Buyer’s sole remedy shall be, at the sole option and discretion of SV Components, to repair or replace the Product, or credit Buyer’s account for the same. SV Components’s liability shall be limited to any Product that is returned within sixty (60) days of shipping to the address designated by SV Components and thereafter determined by SV Components not to conform to such warranty. If SV Components elects to repair or replace such Product, SV Components shall have a reasonable time to repair or provide replacements.
Except as set forth above, products are provided “as is” and “with all faults.” SV Components disclaims any and all other warranties, express or implied, regarding such products, including but not limited to any implied warranties of merchantability or fitness for a particular purpose. Buyer understands and agrees that there are no warranties which extend beyond those expressly described in these terms and conditions.
Buyer agrees that prior to using or distributing any systems that include Products, Buyer will thoroughly test such systems and the functionality of the Products as used in such systems. SV Components may provide technical, applications or design advice, quality characterization, reliability data or other services. Buyer agrees that providing these services shall not expand or otherwise alter SV Components’s warranties, as set forth above, and no additional obligations or liabilities shall arise from SV Components providing such services.
Buyer and SV Components agree that any action brought by Buyer for an alleged breach of any warranty set forth above, shall be commenced within one year following the date such alleged breach shall have occurred, and that any such action shall thereafter be barred.
Buyer understands and agrees that the liability limitations set forth in this Section 10 are essential and material elements of SV Components’S agreement to sell to buyer. Buyer hereby agrees to and accepts any and all of said liability limitations. Buyer agrees and understands that buyer’s acceptance of said liability limitations constitutes an essential and material term of SV Components’S agreement to sell to buyer, upon which SV Components has relied, and without which SV Components would not agree to sell the product to buyer.

Seller’s sole liability and Buyer’s exclusive remedy for damages from any cause whatsoever (and regardless of the form of action) shall be limited to the repair, replacement or crediting, at seller’s sole option pursuant to the limited warranty set forth above, of the specific merchandise that cause the damages or are the subject matter of, or directly related to the cause of action. In no event shall Seller be liable for damages caused by Buyer’s negligence of for any lost profits, or other incidental or consequential damages, including loss to other machinery or equipment of which a product of Seller is a part, even if Seller has been advised of the possibility of such damages. The Buyer shall indemnify and hold Seller harmless from any claims of third parties, including employees of Buyer.

Cancellation of orders will be subject to a Cancellation Charge equal to 15% of the Order Value, or the value of material and work performed on the cancelled Product at the time of cancellation, whichever is greater. Cancellation charge will be invoiced and payment due within thirty (30) days.

Buyer must obtain a Return Material Authorization (RMA) Number from Seller prior to shipping any Product back to Seller. All Returns to be sent prepaid by Buyer. At the discretion of the Seller, unused and undamaged Products may, under certain circumstances, be accepted back for credit or exchange. A restocking charge may apply. Please consult the factory.

This Agreement shall in all respects be governed by the laws of the State of Texas. Disputes between the parties shall be settled by arbitration according to the Rules of the American Arbitration Association with three arbitrators. Arbitration to be held in Houston, Texas.