Product Overview

Functional Devices, Inc.
101 Commerce Drive
Sharpsville, IN 46068
[phone]
[phone]
[phone]
Toll-free:
Oce:
Fax:
[e-mail]
www.functionaldevices.com
Email:
Website:
1. OFFER, GOVERNING PROVISIONS AND CANCELLATIONS: This document constitutes an oer or counter-oer
by Functional Devices, Inc. or any of its aliates (“Seller”) to sell various products as agreed by Seller (“Products”)
to the buyer named on the reverse side of this document or in other applicable print or electronic documentation
(“Buyer”) in accordance with these terms and conditions. This writing is not an acceptance of any oer made by
Buyer. This oer or counter-oer is expressly conditioned upon Buyer’s assent to these terms and conditions and no
others. Buyer is deemed to have assented to these terms and conditions (including Seller’s warranty) when the rst
of the following occurs: A. Buyer signs and delivers to Seller an acknowledgement copy of any of Seller’s quotation,
order acknowledgement or invoice forms; B. Buyer gives to Seller (orally or in writing) specications of quantity and/
or type, assortments thereof, delivery dates, shipping instructions, instructions to bill, or the like as to all or any part
of the Products; C. Buyer receives delivery of any of the Products; or, D. Buyer has otherwise assented to the terms
and conditions hereof.
Where an attachment to this Agreement or separate document referencing this Agreement consists of a quotation,
the quotation remains open for acceptance for a period of thirty (30) days or such other period as specied in the
quotation. Seller hereby rejects any additional or dierent terms or provisions contained in any purchase order,
acknowledgment or other communication heretofore or hereafter received from Buyer. Seller’s delivery of Products
does not constitute an assent to any terms proposed by Buyer. Except for an ocer of Seller, no representative of
Seller has any authority to waive, alter, vary, amend, or add to the terms hereof. THESE TERMS AND CONDITIONS
OF SALE CONSTITUTE THE ENTIRE AGREEMENT (“AGREEMENT”) BETWEEN SELLER AND BUYER WITH RESPECT
TO THE MATTERS ADDRESSED HEREIN.
2. PRICES: The prices for the Products are based on the terms and conditions herein, including the limitations of
liability and warranties, and all such terms and conditions are material to the sale of the Products. In the event Seller
fails to provide a price quote and/or terms prior to the acceptance of the order, Buyer will pay Seller’s then-current list
price for such Products. All quotations and invoices show the net selling price of each item quoted. In the event of a
mathematical error, the quoted price per Product governs.
3. TERMS OF PAYMENT: Buyer will pay the fees specied in each invoice provided by Seller in United States
Dollars within thirty (30) calendar days after the invoice date unless otherwise agreed to in writing by an authorized
representative of Seller. Any amount due under this Agreement that remains unpaid after its due date will bear
interest from the date that such payment became delinquent until the date it is paid in full at the lower of 1.5% per
month, which equals an annual percentage rate of 18%, or the maximum rate permitted by law. Seller reserves the
right to establish, revoke or modify credit terms for Buyer at any time. No discounts are allowed unless otherwise
agreed to in writing by an authorized representative of Seller. Buyer will pay any collection fees, legal fees, or court
costs incurred by Seller to collect past due amounts. No osets or setos of payments due to Seller hereunder are
allowed with respect to any other agreement between the parties. Seller hereby retains a lien on the goods sold for
unpaid purchase money as herein provided.
4. TAXES AND OTHER CHARGES: In addition to the prices quoted or invoiced, Buyer will pay any sales tax, excise
tax, use tax, value added or consumption tax, customs duty (that is assessed on the delivery of Product(s) to a
destination outside of the U.S.A.), fee or charge of any nature whatsoever imposed by any governmental authority
on or measured by the transaction between Seller and Buyer. In the event Seller is required to pay any amount, Buyer
will reimburse Seller therefore; or provide Seller, at the time the order is submitted, an exemption certicate or other
document acceptable to the authority imposing the same. Seller does not accept and will not pay any nes, penalties
or chargebacks from Buyer for any reason.
5. DELIVERY, RISK OF LOSS, CLAIMS AND FORCE MAJEURE:
A. All prices quoted for products are Ex-Works (Incoterms 2010) at a shipping facility determined by Seller, unless
otherwise noted by Seller (“Seller’s Shipping Facility”). Risk of loss or damage, and benecial ownership, of the
Products are transferred to Buyer when the Products are made available to Buyer at Seller’s Shipping Facility. All
delivery dates are approximate.
B. Buyer will only make written claims to Seller for damages, shortages or other delivery errors within seven (7)
calendar days after receipt of shipment. All Products received by Buyer, or Buyer’s clients, customers, or agents, that
are not rejected within such time will be deemed accepted. Failure to provide such written notice constitutes a waiver
of all such claims regarding such shipment by Buyer. Buyer will not revoke acceptance.
C. Seller is not liable for any damage as a result of any delay or failure to deliver due to any act of God, act of
Buyer, embargo or other governmental act, regulation or request, re, accident, power outage, strike, civil unrest,
weather, slowdown or other labor diculties, war, riot, act of terrorism, delay in transportation, defaults of common
carriers, inability to obtain necessary labor, materials or manufacturing facilities or, without limiting the foregoing,
any other delays beyond Seller’s control. Buyer’s sole and exclusive remedy for any delays or for Seller’s inability
to deliver Products for any reason, in each case, that persists for more than ninety (90) days, is to cancel the order
pursuant to Seller’s Order Policies and Guidelines available upon request.
6. WARRANTY; DISCLAIMER. Products are warranted to be free from manufacturing defects under normal use
and conditions for ve (5) years (the “Warranty Period”).
The warranty does not apply to: (a) Damage caused by accident, abuse, mishandling, or dropping; (b) Products which
have been subjected to unauthorized repair, opened, or taken apart; (c) Products not used in accordance with direc-
tions; (d) Damages exceeding the cost of such Product; and (e) Damages caused by lightning, water, or condensation.
If warranty service is required during the Warranty Period, and if examination shall disclose to Seller’s satisfaction
that such Product was originally defective, then Seller will at its option repair or replace the product without
charge upon prepaid delivery of such Product to Seller’s facility with proof of date of purchase. Corrections
of such defects by repair to or supplying of replacements for defective parts shall constitute fulllment of all
obligations of Seller.
Seller shall not be liable for loss, damage, or expense directly or indirectly caused from the failure of Products to
perform as expected.
EXCEPT AS SET FORTH HEREIN, SELLER DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND
WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR ANY WAR-
RANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. NO PERSON (INCLUDING ANY AGENT, DEALER
OR REPRESENTATIVE OF SELLER) IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY CONCERNING
PRODUCTS EXCEPT TO REFER BUYER TO THIS AGREEMENT. BUYER WARRANTS THAT BUYER HAS NOT RELIED ON
ANY OTHER WARRANTIES OR REPRESENTATIONS CONCERNING THE PRODUCTS OR THIS AGREEMENT.
For warranty service, call factory for RA number and send such Product prepared with sales receipt to:
FUNCTIONAL DEVICES, INC., 101 COMMERCE DRIVE, SHARPSVILLE, IN 46068.
7. LIMITATION OF LIABILITY: SELLER WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT, INTERRUPTION
OF BUSINESS OR ANY OTHER SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES SUFFERED OR
SUSTAINED BY BUYER FOR ANY REASON. EXCEPT FOR CLAIMS OF DEATH OR PERSONAL INJURY, IN NO
EVENT WILL SELLER’S AGGREGATE LIABILITY TO BUYER ARISING UNDER OR IN ANY WAY RELATED TO
THIS AGREEMENT FOR ANY REASON (INCLUDING, BUT NOT LIMITED TO, LIABILITY ARISING FROM NEG-
LIGENCE OR ON THE BASIS OF STRICT LIABILITY, OR OTHERWISE) EXCEED THE TOTAL AMOUNT PAID BY
BUYER TO SELLER HEREUNDER FOR ANY PRODUCT GIVING RISE TO A CLAIM UNDER THIS AGREEMENT.
8. RETURNS: Unless otherwise approved by Seller in writing in its sole discretion, except in the case of a
non-conforming shipment or a warranty issue, Buyer may not return Products. If Seller approves the return of
Products pursuant to the preceding sentence, such returned Products must be returned within ninety (90) days
from date of invoice and will be subject to a 25% restocking fee. In the event of a non-conforming shipment or
a warranty issue, Buyer may return Products, but only if Buyer rst: (a) provides notice to Seller as required in
this Agreement, (b) obtains prior authorization from Seller, and (c) all Products or containers for which return is
properly authorized have been marked with a return authorization number supplied by Seller. Buyer will make
all returns via a traceable form such as Federal Express, UPS or insured mail and in resalable condition. Buyer
will pay all return shipping charges and any other charges associated therewith.
9. CANCELLATIONS: Cancellation or deferment of all or part of an order is subject to acceptance by the Seller.
If accepted, any reduction in quantity of any item to less than 85% of the original item quantity is subject to
a 15% cancellation charge. If an order cancellation is accepted, the Buyer will make delivery and pay for all
material manufactured and in stock or in process at time of notice for such order, and for any special materials
on orders for which the Seller must take delivery.
10. EXPORTS. Buyer agrees that it will comply with any and all U.S. Export Controls and will not pay for, resell,
transfer or knowingly sell Products in violation of U.S. Export Controls. If Buyer resells Products within or exports
Products to a country or region which imposes upon Seller and/or Buyer an obligation to fund or undertake
reuse, recycling, composting, recovery of Products, or any similar obligation (e.g., the European Union’s Waste
Electrical and Electronic Equipment Directive, EC 2002/96/EC) (the “Obligations”), Buyer shall wholly under-
take the Obligations or duties and shall be entirely responsible for all associated costs therewith. Seller shall
have no obligation to reimburse Buyer for execution of the Obligations. In the event that Seller is named in a
proceeding based upon the Obligations, Buyer shall indemnify, defend and hold Seller harmless from all actions
related thereto, including all civil and governmental actions.
11. MISCELLANEOUS. This Agreement is governed by the laws of the State of Indiana, without giving eect
to its conict of laws principles. Buyer hereby irrevocably consents and submits to the exclusive jurisdiction and
venue of the state and federal courts in Marion County, Indiana. The United Nations Convention for Contracts
for the International Sale of Goods is explicitly excluded. Each provision contained in this Agreement constitutes
a separate and distinct provision severable from all other provisions. If any provision (or any part thereof) is
unenforceable under or prohibited by any present or future law, then such provision (or part thereof) will be
amended, and is hereby amended, so as to be in compliance with such law, while preserving to the maximum
extent possible the intent of the original provision. Any provision (or part thereof) that cannot be so amended
will be severed from this Agreement; and, all the remaining provisions of this Agreement will remain unim-
paired. No modication, addition or deletion, or waiver of any rights under this Agreement is binding on a party
unless made in a non-preprinted agreement clearly understood by the parties to be a modication or waiver,
and signed by a duly authorized representative of each party.
TERMS AND CONDITIONS OF SALE
F2700 2.1.2020