Standard Terms & Conditions of Sale

Standard Terms & Conditions of Sale

TERMS: Prices quoted FOB Harrisburg, PA. First order for new customers is on COD terms. Standard payment terms are NET 30 Days with credit approval.

CREDIT: Accounts shall be opened only for firms or individuals with approved credit. Millennium Circuits Limited reserves the right of declining to make deliveries except for cash whenever Millennium Circuits Limited, for any reason, has doubts regarding Buyer’s financial responsibility. In such event, Millennium Circuits Limited shall not be liable for non-performance of the contract and shall not make further delivery until it has received adequate assurance that Buyer’s performance will be duly forthcoming. The failure of Buyer to provide such assurances within a reasonable time will be regarded by Millennium Circuits Limited as a repudiation of the contract by Buyer.

PRICING: All published prices are in U.S. dollars and discounts are subject to change without notice. All written quotations are valid for thirty (30) days from date of quotation unless withdrawn sooner. All written quotations remain in effect for all succeeding shipments or until the parties otherwise agree in writing. Millennium Circuits Limited reserves the right to revise prices on any unshipped portions, delivery of which is delayed due to any act of the Buyer.

TARIFF’s AND DUTIES: All tariff’s and duties paid to MCL are non-refundable to Buyer

SHIPMENT DATES: Shipment dates are estimates only. No contract will be made to ship within a specified time unless in writing signed by an officer of Millennium Circuits Limited. Absent such contract, Millennium Circuits Limited shall not be liable for damages of any kind occasioned by Millennium Circuits Limited’s failure to meet shipping dates.

SHIPMENT: Buyer should state the method of shipment preferred in the absence of such shipping instructions. Millennium Circuits Limited shall ship the goods by whatever shipping method Millennium Circuits Limited deems appropriate. Goods are at the risk of Buyer from and after delivery to carrier, and Buyer assumes all responsibility for shortage, Loss, delay or damage in transit.

CHANGES: Buyer will be billed for any expense due to changes requested by Buyer after order is placed and is processed.

ORDER ADDITIONS: Millennium Circuits Limited will treat any additions to orders already entered as a new order.

VARIATIONS IN QUANTITIES: Orders for modified or special counters or parts are subject to quantity variation of plus or minus 5% from the quantities ordered.

CANCELLATION CHARGES: All requests for cancellation must be submitted to Millennium Circuits Limited in writing. If all, or any, portion of this order is canceled by the Buyer without default on the part of Millennium Circuits Limited or without Millennium Circuits Limited’s written consent, Buyer shall be liable to Millennium Circuits Limited for cancellation charges including but not limited to Millennium Circuits Limited’s incurred costs and such profit as would have been realized by Millennium Circuits Limited from the transaction had the agreement not been breached by Buyer.

SEPARABILITY: The quotation shall be deemed separate and divisible as to all goods offered for sale and Buyer may not refuse to receive any lot or portion of the goods shipped hereunder for failure of any other lot or portion to be delivered in compliance with this quotation, unless the right so to refuse is expressly provided for on the face hereof.

FORCE MAJEURE: Millennium Circuits Limited shall not be liable or responsible to Buyer, nor be deemed to have defaulted under or breached this agreement, for any failure or delay in fulfilling or performing any term of this agreement when and to the extent such failure or delay is caused by or results from acts beyond its reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, pandemic, epidemic, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or actions, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns, or other industrial disturbances, shortage of adequate power or transportation facilities, and other events beyond the reasonable control of Millennium Circuits Limited.

WARRANTY: Millennium Circuits Limited warrants all products shipped against defects in workmanship for a period as follows: 1 year from date of shipment to Buyer. This is a limited warranty limited to its terms. This warranty is void if the product has been altered, misused, taken apart or otherwise abused. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE EXCLUDED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE. All warranty claims shall be made in writing and include, at a minimum, the following information: quantity of Product to be returned, date code of Product to be returned, serial number of Product to be returned, defect description of Product to be returned, and a purchase order number for tracking purposes. Millennium Circuits Limited will not accept any unauthorized Product return. In the event any Product fails to comply with the foregoing warranty, Millennium Circuits Limited will, at its option and as Buyer’s sole and exclusive remedy for breach of warranty, either (a) repair or replace the defective Product, FOB Millennium Circuits Limited’s facility freight prepaid, or (b) credit Buyer for the purchase price of the Product. Note: Millennium Circuits Limited does NOT cover the cost of any such components installed on the original product by the Buyer. All expenses associated with processing authorized returned Product that is found to comply with the foregoing warranty will be the responsibility of the Buyer.

BUYER’S REMEDIES: Millennium Circuits Limited obligations and liabilities under the foregoing warranty are limited to repair, replacement, or credit of the product providing a claim is made in writing and buyer receives a return authorization number. IN NO EVENT SHALL Millennium Circuits Limited BE LIABLE FOR CLAIMS BASED UPON BREACH OF EXPRESS OR IMPLIED WARRANTY OR NEGLIGENCE OR ANY OTHER DAMAGES WHETHER DIRECT, IMMEDIATE, FORESEEABLE, CONSEQUENTIAL OR SPECIAL OR FOR ANY EXPENSES INCURRED BY REASON OF THE USE OR MISUSE, SALE OR FABRICATION OF PRODUCTS WHICH DO OR DO NOT CONFORM TO THE TERMS AND CONDITIONS OF THIS CONTRACT.

INDEMNIFICATION: Buyer agrees to hold Millennium Circuits Limited harmless from, defend, and indemnify Millennium Circuits Limited against damages, claims and expenses arising out of subsequent sales of Millennium Circuits Limited products containing components manufactured by Millennium Circuits Limited including but not limited to those based upon personal injuries, deaths, property damage, lost profits and other matters for which Buyer, its employees or sub-contractors are or may be to any extent liable, including without limitation penalties
imposed by the Consumer Product Safety Act (P.L.92-573) and liability imposed upon any person pursuant to the Magnuson-Moss Warranty Act (P.L.93-637), as now in effect or as amended hereafter. The warranties and remedies provided for herein are available to Buyer and shall not extend to any other person.

COMPLIANCE WITH OSHA: Millennium Circuits Limited offers no warranty and makes no representation that its products comply with the provisions or standards of the Occupational Safety and Health Act of 1970, or any regulations issued thereunder. In no event shall Millennium Circuits Limited be liable for any loss, damages, fines, penalty or expense arising under said Act.

ENTIRETY OF AGREEMENT: This document together with any other documents furnished by Millennium Circuits Limited sets forth the entire agreement between the parties and may not be changed in any way except by written agreement. These terms and conditions prevail over any of Buyer’s general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these terms and conditions.

APPLICABLE LAW; VENUE: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania applicable to agreements made and to be performed within such state, without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this agreement. Each Party consents and submits to the exclusive jurisdiction of the courts of the Commonwealth of Pennsylvania and the courts of the United States located in each case in Dauphin County, Pennsylvania for the adjudication of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby. The Buyer further agrees to pay the reasonable attorney’s fees and costs of Millennium Circuits Limited in the event the filing of a lawsuit becomes necessary.