Credit Sales Terms & Conditions
This document applies to all sales where the Customer requested and has been granted credit terms for purchases made. The following are terms and conditions for the sale of products by SWANGATE INTERNATIONAL, its Divisions, and/or Subsidiaries to customers.
1. Definitions: The following definitions apply to this document:
Swangate is SWANGATE INTERNATIONAL, 322 Peaceful Harbor Lane, Hague, VA 22469-3015 or SWANGATE INTERNATIONAL, PO Box 112, Hague, VA 22469-3015
Customer or Customers are buyers of products sold by Swangate.
Product or Products are items, goods, or services sold by Swangate.
Invoice is a bill rendered for Product or Products sold to Customer.
2. ORDERS: Orders are initiated by customers issuing a purchase order ("Purchase Order") to Swangate. Purchase Orders will identify the Products, unit quantities, part numbers, description, applicable prices and requested delivery dates. Orders are subject to Swangate's acceptance of Customer's request for credit and to the Terms and Conditions stated herein. Customer will submit such financial information as Swangate may reasonably require for determination of approving or disapproving customer credit. Customer may, without charge, cancel an order for standard Products provided such order is scheduled for shipment by Swangate more than thirty (30) days after Swangate receives written notice of cancellation. may be accepted by Swangate in its sole discretion which acceptance may be subject to Customer's accepting a charge determined in writing by Swangate. Customer requests to reschedule are subject to acceptance by Swangate in its sole discretion . Orders may not be canceled or rescheduled after delivery by Swangate to the carrier. Customer may not cancel orders for non-standard Products. Non-standard products include, without limitation Products which are special orders, custom orders, orders for non-standard products, products which do not appear on Swangate's line card, products not customarily in stock, orders for value-added products, products to be assembled in kit form and products identified as "NCNR" or otherwise non cancelable and non-returnable.
3. PRICES: If Customer does not purchase the quantity upon which quantity prices are based , Customer will pay the non-discounted price for the quantity actually purchased. Prices for any rescheduled deliveries may be increase by Swangate in the event of an increase in Swangate's costs or causes beyond Swangate's reasonable control.
4. TAXES: The amount of all Federal, State and local sales, use, excise, and similar taxes or other charges now or hereafter imposed by any government authority imposed on Orders which may be paid by Swangate or for which Swangate may be liable shall be paid to Swangate by Customer in addition to the purchase price of the Products.
5. TERMS OF PAYMENT: (a) Payment is net thirty (30) days from date of invoice. Orders are subject to credit approval by Swangate, which may in its sole discretion at any time change the terms of Customer's credit or require advance payment or payment by official bank check. If Swangate reasonably believes that Customer's ability to make payments is impaired, Swangate may cancel any order or remaining balance thereof , and Customer will remain liable to pay Swangate for Products already shipped. (b) Checks, Credit Cards, and Electronic Bank Transfers are accepted methods of payment. The date of collection will be deemed to be the date of receipt of payment. Any payment received from Customer may be applied by Swangate against any obligation owing by Customer to Swangate under any other Purchase Order regardless of any statement appearing on or referring to such payment without discharging Customer's liability for any additional amounts owing by Customer to Swangate . The acceptance by Swangate of such payment will not constitute a waiver of Swangate's right to pursue the collection of any remaining balance. (c) Customer will pay the entire net amount of each invoice from Swangate pursuant to the terms of such invoice without offset or deduction. Invoices not paid when due will bear interest to date of payment at the monthly rate of two percent (2.0%) per month or such lower rate as may be the maximum permitted by law. If Customer fails to make payment when due Swangate may pursue any legal or equitable remedies, in which event Swangate will be entitled to reimbursement for cost of collection and reasonable attorneys fees. (d) Customer checks that are refused or returned by Swangate's bank(s) are subject to charges by such bank and Customer is libel for and will be invoiced for such charges and Swangate's administrative expenses to process such charges.
6. DELIVERY AND TITLE: (a) Swangate will make reasonable efforts to initiate shipment and schedule delivery as close as possible to Customer's requested delivery date(s). Customer acknowledges that delivery dates provided by Swangate are estimates only and that Swangate will not be liable for failure to deliver on such dates. Selection of the carrier will be made by Swangate unless specifically designated by Customer. (b) All shipments by Swangate are F.O.B. point of shipment (Swangate's facility) and the amount of all transportation charges from Swangate's facility shall be paid to Swangate by the Customer in addition to the purchase price of the Products. Subject to Swangate's right of stoppage in transit, delivery to a carrier will constitute delivery to Customer and risk of loss will thereupon pass to Customer ; however, title shall remain with Swangate until payment in full for the Products is made by Customer. (c) Claims for shortages and damage must be made to both Swangate and the carrier within ten (10) days after the date of delivery. Thereafter, Delivery will be timely unless prior to shipment Swangate has received written notice of cancellation. Delay in delivery of one installment will entitle Customer to cancel that installment only.
7. LIMITED WARRANTY AND LIMITATION OF LIABILITIES: Swangate warrants to Customer that Products purchase hereunder will conform to the applicable manufacturer's specifications for such Products and that any value-added work performed by Swangate on such Products will conform to applicable Customer's specifications relating to such work. Swangate makes no other warranty, express or implied, with respect to the Products. IN PARTICULAR, SWANGATE MAKES NO WARRANTY RESPECTING THE MERCHANTS OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT. However, Swangate will transfer to Customer whatever transferable warranties and indemnities Swangate receives from the manufacturer of the Products. With respect to Products which do not meet applicable manufacturer's specifications and with respect to value-added work by Swangate which does not meet applicable Customer's specifications Swangate's liability is limited (at Swangate's election) to (1) refund of Customer's purchase price for such Products (without interest), (2) repair of such Products, or (3) replacement of such Products provided, however, that such Products must be returned to Swangate, along with acceptable evidence of purchase, within twenty (14) days from date of delivery, transportation charges prepaid. CUSTOMER SHALL NOT IN ANY EVENT BE ENTITLED TO AND SWANGATE SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, WITHOUT BEING LIMITED TO, LOSS OF PROFIT, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEAD, INJURY TO REPUTATION, OR LOSS OF CUSTOMERS. CUSTOMER'S RECOVERY FROM SWANGATE FOR ANY CLAIM SHALL NOT EXCEED CUSTOMER'S PURCHASE PRICE FOR THE PRODUCTS IRRESPECTIVE OF THE NATURE OF THE CLAIM WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE
8. PRODUCT RETURNS: Customer is deemed to have accepted the Products unless written notice of rejection is received by Swangate within 14 days after delivery. Customer waives any right to reject or revoke acceptance thereafter. No return of Products will be accepted by Swangate without a return material authorization number (RMA No.) which will be issued in Swangate's sole discretion. Return Products must be in original shipping cartons and must be complete with all packing material. Shipping for Products returned for the convenience of the customer will be paid by the Customer. If return Products are claimed to be defective, a written description of the nature of the defect must accompany all returned Products. Swangate shall be liable only for payment of shipping costs equal to or comparable to United Parcel Service Ground Service or similar shipping method for defective items to Swangate. All items not eligible for return will be returned to Customer, transportation collect.
9. CONFIDENTIALITY: If either party hereto receives from the other party written information which is marked "Confidential" and/or "Proprietary" the receiving party agrees not to use such information except in the performance hereof, and to treat such information in the same manner as it treats its own confidential information. Confidential information that is disclosed orally or visually will be confirmed as confidential or proprietary in writing within ten (10) days after such disclosure. The obligation to keep information confidential shall not apply to any such information that has been disclosed in publicly available sources or is in the rightful possession of the party receiving the confidential information with out an obligation of confidentiality, or is required to be disclosed by operation of law. Except otherwise provided herein, the obligation not to disclose shall be for a period of one (1) year. Swangate is not obligated to receive or store of hold secure any information which is covered under national security acts of any country.
10. USE OF PRODUCTS IN MEDICAL AND NUCLEAR APPLICATIONS: Products sold by Swangate are not designed for use in life support or nuclear applications. Swangate's customers using or selling Products for use in medical or nuclear applications do so at their own risk agree that Swangate and the manufacturer of the Products are not liable, in whole or in part for any claim or damage arising from such use, and agree to fully indemnify , defend and hold harmless Swangate and the manufacturer of the Products from and against any and all claims, damages, loss, cost, expense or liability arising out of or in connection with the use or performance of Products in life support or nuclear applications.
11. STATEMENTS AND ADVICE: If statements or advice, technical or otherwise, is offered or given to Customer, such statements or advise will be deemed to be given as an accommodation to Customer and without charge and Swangate will have no responsibilities or liabilities whatsoever for the content or use of such statements or advice.
12. SOFTWARE: if an order includes computer software, such computer software is transferred by Swangate to Customer pursuant to a single user license, the royalty, terms and conditions of which are set forth on or in the packaging accompanying such software.
13. FORCE MAJEURE: Swangate will not be liable for delays in delivery or failure to perform its obligations due to causes beyond its reasonable control, including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fire strikes, floods, epidemics, quarantine restrictions, riots or war. Swangate's time for delivery or performance will be extend by the period of such delay or Swangate may at its option, cancel any order or remaining part thereof without liability by giving notice to Customer.
14. GENERAL: (a) The terms and Conditions may not be modified or cancelled without Swangate's written agreement. The sale of Products hereunder will be governed by the Terms and Conditions notwithstanding contrary or additional terms and conditions in any purchase order, planning schedule, acknowledgement, confirmation or any other form or document issued by either party effecting the purchase and /or sale of Products. (b) No rights, duties, agreements or obligations hereunder may be assigned or transferred by either part without the prior written consent of the other. The obligations, rights, terms and conditions hereof will be binding upon and inure to the benefit of the parties hereto and their successors and assigns. (c) The waiver of any breach of any term, condition or covenant hereof or default under any provision hereof will not be deemed to constitute a waiver of any other tem, condition or covenant contained herein or of any subsequent breach or default of any kind or nature. (d) Any provision hereof which is prohibited or unenforceable in any jurisdiction shall as to such jurisdiction be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. (e) The Terms and Conditions will be governed by an construed in accordance with the laws of the state of Virginia and the applicable laws of the United States. Customer will not directly or indirectly export, re-export, sell or transfer any Products to any country for which an export license or other government approval is required without first obtaining all licenses and other approvals.