By placing an order for Product(s) from PLX Inc. (the “Company”), either directly or indirectly, you, (the “Purchaser”) agree to the Terms & Conditions set forth below.
1. GENERAL
These Terms and Conditions shall apply to the sale of Product(s) by the Company to the Purchaser to the exclusion of all other terms and conditions referred to, offered or relied on by the Purchaser, whether in negotiation or at any stage in the dealings between the parties. Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Company.
2. DEFINITIONS
“Company” means PLX Inc. "Purchaser" means the organization, company, entity or person who buys Products from the Company or its appointed representatives or agents, which include both standard and customized products. "Products" means the goods to be supplied to the Purchaser by the Company pursuant to a purchase order or invoice.
3. PRICE AND PAYMENT
The price and payment terms shall be as set forth on the purchase order or invoice. At the Company’s sole discretion, Company may offer Purchaser credit terms subject to a satisfactory credit check of the Purchaser by the Company. Where Purchaser is offered credit, payment of the price and any other applicable costs shall be due within 30 days of the date of the invoice, unless otherwise agreed in writing. In cases where credit is not offered payment in full will be required before release of Products by the Company.
4. DELIVERY
Unless otherwise agreed in writing, delivery of the Products shall take place at the address specified by the Purchaser on the purchase order or invoice. The Purchaser shall make all arrangements necessary to take delivery of the Products whenever they are tendered for delivery. If the Company is unable to deliver the Products because of actions or circumstances under the control of the Purchaser, then the Company shall be entitled to place the Products in storage until such times as delivery may be effected and the Purchaser shall be liable for any expense associated with such storage. Any damages or other delivery issues must be reported to the Company within 10 days of Purchaser receiving the delivery of Products.
5. RISK, TITLE
Full risk of damage to, or loss of, the Product shall pass to the Purchaser immediately upon PLX delivering possession of the Product to the shipping carrier. Title to the Products shall not pass to the Purchaser until the Company has received payment in full for the Products purchased.
6. RETURN OF PRODUCTS
All Products are final sale with no right to return unless specifically agreed to otherwise in writing at the time the order is placed, and then the specific terms agreed to will apply. The Company reserves the right to handle each situation as it, in its sole discretion, deems appropriate. Where the Company deems appropriate an RMA will be issued to address the situation.
7. LIMITATION OF LIABILITY
The Company’s Products are sold on an "as is" basis without warranty of any kind, whether express or implied. The Company shall not be liable for any all loss or damage suffered by the Purchaser in excess of the contract price. To the maximum extent permitted by law, PLX Inc. shall not be liable for any direct, indirect, incidental, consequential, or special damages or losses, whether tangible or intangible, resulting from authorized or unauthorized use of or access to its products.
8. INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of any contract between Company and Purchaser shall, so far as not already vested, become the absolute property of the Company, and the Purchaser shall do all that is reasonably necessary to ensure that such rights vest in the Company by the execution of appropriate instruments or the making of agreements with third parties.
9. CANCELLATION POLICY
Cancellation of a confirmed purchase order or invoice must be made in writing to the Company’s Sales Manager and will be granted or refused at the sole discretion of the Company. A Cancellation Fee of 20% shall apply where the Company agrees to Purchaser’s written request to cancel. Where production of the Purchaser’s order has commenced, and the Company agrees to cancel the Purchaser’s order, Purchaser shall be responsible for all costs incurred as determined by the Company. The Company has the absolute right to refuse to cancel any order where production has commenced.
10. WORK STOP POLICY
Requests for work stop by the Purchaser will be honored by the Company for a maximum of 90 days following receipt of written notification from the Purchaser. Purchaser agrees to pay the Company within 30 days of the initial work stop notice, all fees incurred by the Company in connection with the production through the date of the initial work stop notice, including but not limited to purchased materials, engineering and/or labor costs, scheduling losses or losses due to priority of the project, and any other costs or expenses incurred but in no event less than twenty (20%) percent of the total amount due to the Company on the purchase order or requisition form for the production. The provisions of this section shall supersede any and all provisions regarding “Work Stop” in the Purchaser’s purchase order, requisition form or other applicable “terms and conditions”. Where production resumes within 90 days of the initial work stop notice, Purchaser shall receive as a credit against the total amount due to the Company, any payments made under this section. If Purchaser fails to direct the Company to resume production within 90 days of the initial work stop notice, the Company shall be entitled to payment of any balance between the funds paid under this section and the total amount of the purchase order or requisition form.
11. FORCE MAJEURE
The Company shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Company shall be entitled to a reasonable extension Of its obligations. If the delay persists for such time as the Company considers unreasonable, it may, without liability on its part, terminate the contract.
12. RELATIONSHIP OF PARTIES
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the Company and Purchaser, and nothing shall be deemed to construe either of the parties as the agent of the other.
13. ASSIGNMENT AND SUBCONTRACTING
The contract between the Purchaser and the Company for the sale of Products shall not be assigned or transferred, nor the performance of any obligation subcontracted, in either case by the Purchaser, without the prior written consent of the Company.
14. WAIVER
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
15. SEVERABILITY
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
16. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of The State of New York without regard to conflict and the parties hereby submit to the exclusive jurisdiction of the courts located in the State of New York, County of Suffolk.
