Revision: April 2024
These terms and conditions of sale apply to any order accepted or acknowledged by Bicron Electronics Company (BICRON), except as otherwise specifically provided on the face hereof. Acceptance of any order submitted by the Purchaser is conditional on the Purchaser’s assent to these terms and conditions of sale, and BICRON hereby objects to any different or additional terms or conditions. Acceptance of the goods shall constitute assent to these terms and
conditions of sale.
Quoted prices are subject to adjustment by BICRON without notice. Unless otherwise specifically agreed to in writing, prices on all orders accepted by BICRON may be adjusted at the time of shipment to reflect cost increases beyond BICRON’s control: ncluding materials, energy and metals surcharges or currency exchange rates. All rices are F.O.B. Canaan, Connecticut and are exclusive of all taxes.
BICRON warrants to the Purchaser, but not to the Purchaser’s customers or any other third parties, that the goods sold hereunder will be free from defects in material nd workmanship under normal use and service when properly installed and operated.
‘THIS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Information provided by BICRON to the Purchaser relating to the goods, such as technical information, recommendations, advertising, and brochures, is not part of he basis of the bargain and does not constitute a guarantee or warranty. BICRON’s ole liability and the Purchaser’s exclusive remedy under this warranty is the repair or replacement, at BICRON’s option, of goods that BICRON determines do not conform o the warranty.
BICRON’s obligations relating to the goods shall in no event exceed amounts actually paid by the Purchaser to BICRON for the goods. In no event shall BICRON be liable for any incidental or consequential damages.
BICRON shall in no event be liable to the Purchaser for damages or losses resulting from any delays in delivery. Risk of loss will pass to the Purchaser upon delivery to the carrier, and any claim for loss or damage in transit shall be against the carrier only.
Unless otherwise stated, payment in full is due thirty (30) days after the date of invoice. All invoices paid after the due date will be assessed a late payment charge of one and a half percent (1.5%) per month, and the Purchaser shall be responsible for any costs of collection, including legal fees. In the event the Purchaser’s financial responsibility is at any time unsatisfactory to BICRON, these payment terms may be revised by BICRON, and BICRON may discontinue further production or shipment if the Purchaser fails to agree to such revised payment terms.
The Purchaser shall give written notice of any defects in any goods or failure of the goods to conform to the contract within forty-five (45) days after the date of shipment. Failure to give such notice shall be deemed a waiver of any right of rejection and of any claims with respect to the goods (including claims under the warranty). The Purchaser shall set aside and hold rejected goods until BICRON has an opportunity to inspect and advise of the disposition, if any, to be made of the goods. In no event shall any rejected goods be returned without BICRON’s written authorization.
BICRON shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond its control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, accidents, labor disputes, or shortages. Failure to perform shall be excused during the continuance of such circumstances, but the agreement between the parties shall otherwise remain in effect.
These terms and conditions, together with other provisions, which may be contained in the accompanying quotation, contract, letter of commitment, or other contractual document, constitute the entire agreement between the parties pertaining to the goods. All prior and contemporaneous agreements are superseded. No waiver or modification of these terms and conditions is binding unless such waiver or modification is set out in writing signed by both parties.
Any action arising out of or in connection with any sale of goods by BICRON may be brought in the state or federal courts located in the state of Connecticut. All contracts between the Purchaser and BICRON shall be governed by and construed in accordance with Connecticut law.