Term of Sale

Standard Terms and Conditions of Sales of Products made by UEI Group.

All orders for "Products" and/or "Services" accepted by "Seller" are conditioned on the Buyer's assent to these terms and conditions, unless Seller agrees in writing to the contrary. The terms and conditions and other statements (oral and written) appearing in any catalog or other materials that Seller may furnish to Buyer are not binding on Seller and do not constitute an offer or quotation by Seller.

1. Terms of Payment: For all sales to customers with prior credit approved by Seller, payment, is due in U.S. funds, by due date shown on invoice. Any extension of the payment period must be approved in writing by an officer of Seller.
2. Taxes: The Seller's prices do not include sales, use, excise or similar taxes. Consequently, in addition to the prices specified herein, the amount of any present of future sales, use excise or other similar tax applicable to the sale or use of the Product hereunder shall be paid by the Buyer, or in lieu thereof the Buyer shall provide Seller with a tax-exemption certificate acceptable to the taxing authorities.
3. Delivery Terms: Risk of loss shall transfer to Buyer upon acceptance of Products by shipper. All shipments are FOB Seller's shipping point.
4. Warranty: Seller expressly warrants that the Products will be free from defects in material and workmanship. This express warranty expires and may not be availed after 90 days from initial date of sale. THIS EXPRESS WARRANTY IS GIVEN IN LIEU OF ALL OTHER WARRANTIES. ALL OTHER WARRANTIES, AND SPECIFICALLY THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSES, ARE EXCLUDED. Any claim pursuant to this warranty must be made in writing prior to the expiration period or is waived.
5. Orders: An order may be canceled prior to shipment only upon payment to Seller for losses incurred in reliance on that order. Once shipped, no product may be returned unless request for return is made prior to expiration of warranty and unless written authorization to return is given by Seller. Buyer must pay transportation charges (and insurance if desired) and carefully package Products so that they reach Seller without damage. If Seller determines that the Products are properly returned under Seller's warranty, then Seller will reimburse Buyer for transportation charges and, at Seller's option, make replacement at Seller's expense or issue a credit for the full invoice price. If Seller determines that the Products are not properly returned under Seller's warranty, then Seller will so notify Buyer and, absent further instructions, will repackage the Products and return them to Buyer at Buyer's expense.
6. Limitation of Remedies: In all events, Seller's liability for proven breach of its express warranty or for proven negligence (whether patent or latent) in connection with the sale of the Products or any other proven breach of any duty whatsoever and howsoever arising in connection with the Products is limited to one of the following remedies, which are the sole and exclusive remedies available against Seller: (1) replacement; or (2) return of the purchase price. Seller shall in no event be liable for special consequent damages to any person, firm or corporation.
7. Delays: Neither party shall be liable for incidental delays, or other acts beyond its control disrupting performance under this contract, including Acts of God, strikes, fires, threatened or actual, patent or trademark infringement action, prohibition on exportation or importation and the like, but each party shall be bound to use its best efforts to mitigate the adverse effects of the other party arising out of such disruptive acts.
8. Quotations: Quotations by Seller are firm, if in writing, for sixty (60) days from the date they are given.
9. Limitation of Liability for Short or Incorrect Shipment: On claims for shortages or the shipment of products different from those ordered. Buyer must give written notice to Seller specifying such claims within fifteen (15) days from the receipt of shipment or be barred from any remedy with respect to such claims.
10. Returned Checks: The Seller will apply a $40.00 service charge to the Buyer's account for each invoice where in the Buyer's check is returned for non-sufficient funds.
11. Creative Work: Any creative, experimental, engineering, or other preliminary work requested by Buyers will be charged for at current rates and will not be released until paid for by Buyer.
12. Indemnification: Buyer shall indemnify and hold harmless Seller from all losses, expenses, claims or damages (including court costs and reasonable attorney's fees) that may arise from a claim that any artwork, creative design, logo, or trademark reproduced by Seller for Buyer, violates any copyright, trademark or other propriety right.
13. Advise: Buyer acknowledges that any advice by Seller is given gratis; all such advise is given at Buyer's own risk.
14. Financial Responsibility: Should Buyer's financial responsibility become unsatisfactory to Seller, Seller may suspend future deliveries and/or require COD payment or CREDIT CARD payment. Seller shall have a security interest in and a lien on any products sold and on any specifications, blueprints, film or drawings furnished by Buyer to Seller (the "Collateral") until payment has been made by Buyer to Seller in full and otherwise in accordance with these Standard Terms and Conditions. By assenting to these standard terms and conditions, the Buyer acknowledges its intent to create a security agreement under Article IX of the Uniform Commerical Code and further consent and agrees to the filing by Seller of a financing statement in state where the property is located.
15. Trade Secrets: Buyer acknowledges that the technology and manufacturing process used by Seller to produce the Products is confidential and propriety. Buyer agrees not to divulge any information about Seller's business that may become available to Buyer as a result of its course of dealings with Seller.
16. Applicable Law/Choice of Forum: The sale of the Products shall be controlled by the laws of the State of Kansas and the parties hereby agree to submit themselves to the personal jurisdiction of the State of Kansas for the purpose of resolving any dispute arising under or related to the sale of the Products or these Standard Terms and Conditions. Buyer agrees to pay all of Seller's reasonable expenses in enforcing its rights against Buyer, including reasonable attorney's fees.