General Terms & Conditions of Sales
General
1.1
Any sale by Sepor of goods and services as the seller to a customer shall be subject to the Terms and Conditions set forth herein to the extent that no other agreement has been made explicitly with the written approval of Sepor.
1.2
Claims against Sepor may not be assigned to third parties.
1.3
Any resale of goods to embargoed countries or to persons who may use the goods for illegal or illicit purposes is strictly prohibited.
1.4
The customer agrees with their Order to comply with all stipulations in the Terms and Conditions set forth herein without exception unless provided explicit written approval from Sepor.
Information
2.1
Values quoted and performance data provided are based on average data from Sepor’s experience. Precise agreement with these results is not guaranteed and may be subject to variation based on conditions and circumstances outside of Sepor’s control.
2.2
Information is provided in relation to Sepor products as deemed appropriate from historical data and experience.
Prices
3.1
All prices provided by Sepor are net of duties, taxes or other costs unless expressly stated.
3.2
Prices quoted shall be final only when acknowledged in the order confirmation from Sepor to the customer.
3.3
Unless otherwise stated, all prices are Ex Works point of delivery as designated by Sepor.
Lead Time & Delivery
4.1
Lead time provided in Sepor quotations indicates the time from receipt of a confirmed order from the customer to the time when the goods will be ready to ship.
4.2
Lead time is not a guarantee but is Sepor’s best estimate at the time of the quotation as to the amount of time required to assemble the goods requested. No penalties are allowed for failure to meet specified lead times unless expressly agreed to in writing by Sepor.
4.3
Sepor is not responsible for delays in delivery caused by freight companies, customs clearance issues or other issues that may occur once the goods leave Sepor’s facility.
4.4
Unless otherwise explicitly stated and agreed upon in writing, shipping is carried out at the customer’s risk. Damage to goods in transit are to be addressed by the customer with the freight company responsible unless freight was provided by Sepor.
Payment
5.1
Unless otherwise specified, deliveries shall be EXW (Incoterms 2010) Sepor’s point of shipment and risk of loss shall pass to the buyer upon Sepor’s delivery to carrier.
5.2
Payment shall be made in full according to the terms of the Purchase Order by the customer and based on the date of the invoice. Ie. A Net 30 sales agreement will be due 30 days from the date of Sepor’s invoice, not 30 days from receipt of materials or any other date that may be indicated in buyer’s documentation.
5.3
Partial payments are not accepted unless agreed upon in writing by Sepor.
5.4
Sepor retains the ownership of all goods until such time as the invoices for these goods are fully paid.
5.5
Sepor retains the right to rescind payment terms and pricing agreements on future orders with customers whose accounts are considered in arrears.
Warranty
6.1
Sepor guarantees its manufactured goods’ components and workmanship for 12 months from date of receipt by customer or 18 months from date of shipping, whichever comes first.
6.2
Sepor reserves the right to repair or replace any items for which warranty is claimed.
6.3
Sepor is not responsible for damages caused by improper operation or installation of goods and equipment. Improper use or inadequate maintenance of equipment will void any warranty.
6.4
Goods distributed by Sepor but manufactured by others will be subject to the warranty as provided by the manufacturer. Sepor will assist the customer with any claims for warranty for items not manufactured by Sepor but final resolution of any issues is with the manufacturer.
6.5
Warranty covers only repair or replacement of goods found to be defective. In no case will Sepor be liable for collateral damage or losses due to defective goods.
Intellectual Property
7.1
Sepor retains the right to use any and all designs and concepts provided by Sepor in the fulfilment of a contract to provide goods and services to a customer unless expressly agreed upon in writing.
7.2
Customers may not use the design or concepts for other purposes or to design or distribute in competition with Sepor unless expressly agreed upon in writing.
7.3
Information provided by the customer to Sepor will be considered confidential only if the customer expressly indicates that the information is proprietary or confidential or a non-disclosure agreement exists between Sepor and the customer.
Jurisdiction
1.1
The laws of the State of California, USA shall be the jurisdiction in case of dispute unless otherwise stipulated in writing.