Terms and Conditions of Sale

1. Prices – Digitron makes every effort to present current and accurate pricing. However, prices are subject to change without notice and quantities may be limited. All orders are subject to current pricing at time of acceptance by Digitron.
2. Taxes – Unless otherwise stated, prices do not include taxes or transportation charges. Any sales tax that is not collected by Digitron is the responsibility of the Customer.
3. Delivery – Shipping dates are approximate. If conditions arise which prevent compliance with delivery schedules, the Seller shall not be liable for any damage or penalty for delay in delivery, or for failure to give notice of delay and such delay shall not constitute grounds for cancellation.
4. Shipment – All shipments will be made F.O.B. Digitron Semiconductors Factory unless otherwise specified. In the absence of specific instructions, the Seller will select the carrier. Title to the material shall pass to the Purchaser upon delivery thereof by the Seller to the carrier or delivery service. Thereupon the Purchaser shall be responsible. Products held for Purchaser or stored for Purchaser shall be at the risk and expense of the Purchaser. If at the request of the Purchaser shipments are postponed more than 30 days, invoices therefore shall become due 30 days after notice that products are ready for shipment.
5. Payment – (a) Corporate standard terms of payment are net thirty (30) days from the date of the invoice for qualified and approved buyer, unless otherwise specified in writing by Seller. Upon review of appropriate financial information, the Seller may require payment via Wire Transfer, C.O.D., VISA, MASTERCARD, or AMERICAN EXPRESS. Seller may invoice each shipment separately and each shipment shall be considered a separate and individual contract. Buyer agrees to pay such invoice pursuant to its terms without the benefit of setoff or deduction. (b) All late payments shall be charged interest computed on a daily basis from the due date until paid in full. Seller reserves the right to take all steps necessary and to impose interest (at the rate of one and one-half percent (1 ½%) per month or the maximum rate permitted by law, whichever is less), late charges or other payment terms as Seller may deem appropriate to collect full payment for Products supplied in addition to seeking the reimbursement for costs of collection (including reasonable attorneys' fees and court costs). (c) Seller reserves the right to establish and/or change credit and payment terms extended to Buyer when, in Seller's sole opinion, Buyer's financial condition or previous payment record warrants that action. Further, on delinquent accounts, Seller shall not be obligated to continue performance under any agreement with Buyer. (d) Seller retains a security interest in the Products delivered to Buyer, and in their accessories, replacements, accessions, proceeds and Products, including accounts receivable (collectively, the “Collateral”) to secure payment of all amounts due under this Agreement. If Buyer fails to pay any amount when due, Seller shall have the right to repossess and remove all or any part of the Collateral from Buyer, but not from Buyer's Customers. Any repossession or removal shall be without prejudice to any other remedy of Seller hereunder, at law or in equity. Buyer agrees, from time to time, to take any act and execute and deliver any document (including, without limitation, financing statement) reasonably requested by Seller to transfer, create, perfect, protect and enforce this security interest.
6. Warranty – We warrant our products to be free from defects in material and workmanship under normal use and service. Our obligation under this warranty is limited to replacing at our factory any part or parts thereof which are within 360 days (1 year) after delivery thereof to the original purchaser being demonstrated to our satisfaction to have been thus defective. This warranty is expressly in lieu of any other warranties expressed or implied.
   
   If any defect within this warranty appears within the warranty period, the Purchaser shall promptly notify the Seller in writing. No material will be accepted for replacement without the written authorization of the Seller. Upon such authorization and in accordance with instructions of the Seller, parts or material for which replacement is requested shall be returned to the Seller for examination, with shipping charges prepaid by the Purchaser. Returns are to be made by surface, cheapest way. Final determination as to whether a product is actually defective rests with the Seller. Replacements made under this warranty will be shipped prepaid.
   
   This warranty does not extend to any product that has been subjected to misuse, neglect, improper installation or use in violation of instructions furnished by the Seller. The warranty does not extend to, or apply to, any unit that has been repaired or altered outside the Seller's factory by persons not expressly approved by the Seller. The Seller shall not be liable for any remote, special or consequential damages; or for loss, damage or expense directly or indirectly arising from the use of the products or any inability to use them either separately or in combination with other equipment or from any other cause. In no case shall liability under this warranty exceed the purchase price applicable to the defective item or items.
7. Products not for use as Critical Components in Life Support Devices or Systems - Products sold by Digitron are not authorized for use as critical components in life support devices or systems. Any attempt to purchase any Digitron Semiconductors product for such purpose is null and void and Digitron Semiconductors accepts no liability whatsoever in contract, tort or otherwise whether or not resulting from our representatives negligence or failure to detect an improper purchase.
8. Technical Support Disclaimer - Digitron Semiconductors representatives may offer technical Semiconductors assistance or suggest alternative parts based on technical information available to them. Digitron Semiconductors does not Guarantee that this assistance is correct or that suggested part alternatives are based upon the most recent data or that our interpretation and accuracy of the data is correct. The Customer is solely responsible for confirming the validity of the assistance and specifications as well as determining the appropriateness and compatibility in selecting part(s) for their application.
9. Infringement Disclaimer - Digitron Semiconductors (1) expressly disclaims any and all warranties against third party claims for infringement or the like, and (2) shall have no obligation of any kind to the buyer for claims brought by third parties against the buyer for infringement or the like arising out of or in any way related to product(s) purchased by the buyer from Digitron Semiconductors.
10. Shortages – Any shortage must be reported to Digitron Semiconductors in writing within five (5) days of receipt of material.
11. Freight Damage - If you receive merchandise that has been damaged in transit, it is important to retain the shipping container, packing material and parts intact. Contact Digitron in writing within five (5) days of receipt of the shipment
12. Substitutions and Modifications – The Seller reserves the right to modify the specifications of products designed by the Seller providing that the modifications will not materially affect the performance.
13. Tools, etc. – Unless otherwise expressly provided, the Seller shall retain title to and possession of any models, patterns, dies, moulds, jigs, fixtures and tools made for or obtained for the furnishing of this order.
14. Government Requirements – The Seller agrees to comply with all applicable state and federal laws, rules and regulations; and all obligations hereunder subject to applicable government regulations, including those affecting or limiting prices, production, purchase, sales, use or inventory of materials. If the material or articles are to be used in making parts or Equipment to be furnished to the United States Government, the Seller agrees to comply with the applicable requirements of such contract with respect to secrecy, use of convict labor, employment of aliens, non-discrimination, plant protection, espionage or sabotage. Fair Labor Standards Act of 1938 as amended, including Section 12(a) thereof, as amended, Walsh-Healey Act, and other provisions relating to hours and conditions of work, if and when applicable.
15. Termination Settlement Formula – In the event of termination, cancellation or reduction of this order, except for default of the Seller, settlement shall be made by negotiations in accordance with the procedure and formula set forth in the Termination Clause for Subcontracts set forth in Armed Service Procurement Regulations Section 8-700.
16. Acceptance Required to Form Contracts – Unless and until a formal written acceptance upon a printed Order Acknowledgement form is signed by an authorized officer of the Seller at the Kenilworth, New Jersey, Office of Seller, no order will become effective as a valid contract binding upon Seller. Acceptance of product shall constitute acceptance of the terms and conditions of sale.
17. General Conditions - No change, alteration, deletion or modification of any of these terms and condition is permitted. All terms and conditions are specifically and exclusively subject to interpretation under the US Uniform Commercial Code and all claims or disputes shall be interpreted according to New Jersey law and subject to jurisdiction in New Jersey state or federal courts at the exclusion of any other choice of law or jurisdiction including the UN convention on CISG.
18. International Orders - In addition to the United States and its territories, Digitron accepts international orders. All orders of international origin are exported from the USA in accordance with the Export Administration Regulations. Diversion contrary to USA law is prohibited. All duties and taxes are the responsibility of the Customer.
19. Delivery Changes – Any change in the original delivery date acknowledged by the Seller requires a 30-day advance notice.
20. Cancellation – Unless other wise stated in writing, all orders are considered to be NCNR “No Cancellation/No Return”. A 90-day notice is required for cancellation of any order or balance and is considered accepted by the Seller only upon issue of a written notification by an authorized officer of the Seller.