United Equipment Accessories, Inc.
Terms and Conditions of Sale (Purchase Orders)
These Terms and Conditions of Sale (“Terms”) apply to all purchase orders (“POs”) of goods (the “Goods”), submitted by the customer (“Buyer”), as identified in the PO, and as accepted or confirmed by United Equipment Accessories, Inc. (“UEA,” “we,” “us,” or “our”). By submitting a PO, Buyer agrees to the following:
- Purchase Order Acceptance
1.1. All POs are subject to acceptance by UEA. No PO shall be binding until UEA issues written confirmation accepting the same, typically by email.
1.2. Any terms contained in the PO or other documents that conflict with these Terms shall be of no force or effect. In the event of any conflict, these Terms shall prevail.
- Pricing & Payment Terms
2.1. Buyer shall purchase the Goods from UEA at the prices (the “Prices”) set forth in the PO. Unless otherwise agreed in writing between UEA and Buyer, or as adjusted by UEA on an as needed basis as provided in Section 2.2 of these Terms.
2.2. Prices are as quoted and are subject to change only in rare cases, such as significant material or labor cost increases.
2.3. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, UEA’s income, revenues, gross receipts, personnel, or real or personal property or other assets.
2.4. Buyer shall pay all amounts due Net 30 days from the date of invoice, unless otherwise specified in writing between the parties.
2.5. Buyer shall pay interest on all late payments at the lesser of the rate of 2.00% per month or the highest rate permissible under applicable law. Buyer shall reimburse UEA for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.
- Delivery & Shipping
3.1. Delivery dates are estimates only. Subject to availability of Goods, UEA will use commercially reasonable efforts to meet quoted delivery schedules. UEA shall not be liable for any delays, loss, or damage in transit .
3.2. Unless otherwise agreed in writing by the parties, UEA shall deliver the Goods to one or more of UEA’s manufacturing facilities as further identified in the PO (the “Delivery Point”) using UEA’s standard methods for packaging and shipping such Goods. All shipments are F.O.B. of the Delivery Point. Title and risk of loss transfer to Buyer upon shipment from the Delivery Point.
3.3. At Buyer’s acknowledgement, UEA shall ship the Goods from the Delivery Point to a location requested by Buyer. In any event, any shipping costs are the responsibility of Buyer. Any shipping costs incurred by UEA will be the responsibility of Buyer. Buyer agrees to cover any shipping costs by collect account or by having them prepaid and added to Buyer’s invoice. For the avoidance of doubt, shipping costs shall include freight, insurance, and any additional transit costs incurred in the shipping of the Goods to Buyer by UEA.
- Order Changes & Cancellations
4.1. Orders may not be cancelled or modified after acceptance without UEA’s written consent.
4.2. Cancellation is only permitted if manufacturing has not yet begun.
4.3. UEA reserves the right to assess a cancellation fee, determined on a case-by-case basis, to cover costs incurred.
- Limited Warranty
5.1. UEA warrants to Buyer that for a period of one (1) year from the date of delivery of the Goods (the “Warranty Period”), Goods will materially conform to UEA’s published specifications in effect as of the date of manufacture under the corresponding PO (the “Limited Warranty”).
5.2. The Limited Warranty does not apply where the Goods have been: (i) subjected to abuse, misuse, neglect, negligence, accident, abnormal physical stress or environmental conditions, use contrary to any instructions issued by UEA, or improper testing, installation, storage, handling, repair, or maintenance; (ii) reconstructed, or altered by anyone other than UEA or its authorized representative; or (iii) used with any third-party product, hardware, or product that has not been previously approved in writing by UEA.
- Buyer’s Exclusive Remedy for Breach of Warranty
6.1. During the Warranty Period:
(a) Buyer shall notify UEA, in writing, of any alleged warranty claim within ten (10) days from the date Buyer discovers, or upon reasonable inspection should have discovered, such alleged claim (but in any event before the expiration of the applicable Warranty Period);
(b) Buyer shall ship the relevant Goods at Buyer’s expense, to the applicable UEA facility, as further communicated in writing by UEA, for inspection and testing by UEA;
(c) if UEA’s inspection and testing reveals, to UEA’s reasonable satisfaction, that such Goods do not conform with the Limited Warranty set forth herein, UEA shall in its sole discretion, and at its expense (subject to Buyer’s compliance with this Section 6), either (i) repair or replace such Goods, or (ii) credit or refund the Price of such Goods less any applicable discounts, rebates, or credits; and
(d) If UEA exercises its option to repair or replace, UEA shall, after receiving Buyer’s shipment of such Goods, ship to Buyer, at Seller’s expense, the repaired or replacement Goods to a location designated by Seller.
(e) Buyer has no right to return for repair, replacement, credit, or refund any Goods except as set forth in this Section 6. In no event shall Buyer reconstruct, repair, alter, or replace any Goods, in whole or in part, either itself or by or through any third party.
(f) THIS SECTION 6 SETS FORTH THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND UEA’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 5.
- Warranties Disclaimer
7.1. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 5, UEA MAKES NO EXPRESS OR IMPLIED WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY UEA, OR ANY OTHER INDIVIDUAL OR ENTITY ON UEA’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 5 OF THIS AGREEMENT.
- Tooling, Intellectual Property, and Confidential Information
8.1. Charges for tooling, dies, or special equipment may apply and will be quoted separately.
8.2. Unless otherwise agreed in writing, all tooling’s, fixtures, drawings, blueprints, photographs, sketches, documentation, models and similar items and other works (the “Materials”) developed or prepared by UEA, or otherwise supplied by UEA to Buyer, for the purpose of or in the course of performing its obligations under these Terms shall remain the sole property of UEA. The Materials or Goods shall not be reproduced, reverse-engineered without Manufacturer’s prior written consent. .
8.3. All non-public, confidential, or proprietary information of UEA, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by UEA to Buyer, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with these Terms are confidential, solely for the use of performing these Terms and may not be disclosed or copied unless authorized in advance by UEA in writing. Upon UEA’s request, Buyer shall promptly return all documents and other materials received from UEA. UEA shall be entitled to injunctive relief for any violation of this Section 8. This Section 8 does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
- Export Controls
9.1. It is the policy of UEA to comply with the laws and regulations of the United States (US), the European Union (EU) and all other jurisdictions in which the company operates. As such, UEA is required to verify the end-user and end-use for all export sales of our products (hereinafter “Products”), related technology and software to ensure compliance with all applicable export controls laws and regulations.
9.2. The UEA products sold to Buyer are subject to export controls under the laws and regulations of the US, the EU and the local law of the country where the Buyer is located. Buyer certifies it will not sell, transfer, export, or re-export the Products in violation of US, EU or local export laws. Buyer certifies it understands and agrees that any sale, transfer, export or re-export of the Products may require a license or other authorization from the US Government, EU or local authorities, and that transfers to certain countries or entities are prohibited under US, EU or local law.
9.3. Under no circumstances may Buyer sell, export, re-export or otherwise transfer the Products to persons or entities listed on the U.S. Department of Commerce Denied Persons List, Unverified List, or Entity List, or the U.S. Department of Treasury Specially Designated Nationals List. A searchable consolidated screening tool incorporating all of these lists may be found at https://tinyurl.com/ycubxxfs. Similarly, under no circumstances may Buyer sell, export, re-export or otherwise transfer the Products to persons or entities listed on the consolidated list of persons, groups and entities subject to EU financial sanctions, as implemented by the EU Common Foreign & Security Policy. Listings of such persons and entities in a variety of formats may be found at https://tinyurl.com/2pc2era4.
9.4. Buyer certifies that to its knowledge, except as authorized under applicable laws and regulations, the Products will not be exported, re-exported, or transferred directly or indirectly, diverted or transshipped to or via any country in violation of any United Nations, US, EU or any other applicable embargo, including but not limited to Cuba, Iran, North Korea, Syria, Russia, Belarus, Crimea, Donetsk, Luhansk, or any destination defined as country group E in Supplement No. 1 to Part 740 of the Export Administration Regulations (“EAR”) and other destination restrictions found therein.
9.5. Buyer understands that U.S. origin Products, and certain foreign manufactured Products that incorporate U.S. origin content may be subject to the EAR. In the event of re-export or transfer, Buyer will obtain all required permissions (i.e., export licenses, permits, etc.) from the U.S. Government and any other applicable government.
9.6. Buyer certifies that to its knowledge, except as authorized under applicable laws and regulations, the Products will not be used, sold, re-exported, transferred, or incorporated into products used directly or indirectly in the design, development, production, stockpiling, or use of chemical or biological weapons, nuclear programs, missiles, maritime nuclear propulsion projects, or any other prohibited end-use under applicable laws and regulations.
9.7. Buyer certifies that to its knowledge, except as authorized under applicable laws and regulations, the Products will not be used directly or indirectly, sold, re-exported, transferred, or incorporated into products for “military end use,” “military end users,” “military-intelligence end use,” or “military-intelligence end users,” as those terms are defined in Part 744 of the EAR.
9.8. Buyer certifies that the Products will not be used in activities that involve the development or production of advanced semiconductors, semiconductor manufacturing equipment, or related parts and components, or for the development, production or use of supercomputers or related parts and components in China, Hong Kong, or Macau, as provided in Part 744 of the EAR.
9.9. In the event that Buyer becomes aware of any sale, export, re-export or other transfer of the Products in violation of US, EU or local law, Buyer shall immediately notify UEA and/or authorized representatives and provide a detailed written description of the nature and extent of such activities. Buyer shall have 15 days from the date of notification to implement remedial action (including, but not limited to, adoption of new or additional written export control compliance procedures, cancellation of existing sales contracts with individuals or entities determined to have caused the violation, etc.) and provide a written description of such actions taken to prevent the recurrence of such a violation in the future.
9.10. In the event that UEA or its authorized representatives become aware of any sale, export, re-export or other transfer of the Products in violation of US, EU or local law, UEA shall immediately notify Buyer and provide a detailed written description of the nature and extent of such activities. Buyer shall have 15 days from the date of notification to implement remedial action (including, but not limited to, adoption of new or additional written export control compliance procedures, cancellation of existing sales contracts with individuals or entities determined to have caused the violation, etc.) and provide a written description of such actions taken to prevent the recurrence of such a violation in the future.
9.11. Notwithstanding any other language applicable to these transactions, UEA and its authorized representatives reserve the right to terminate any agreement with Buyer immediately upon written notice if UEA, its subsidiaries or its authorized representatives become aware of any sale, export, re-export or other transfer of the Products in violation of US, EU or local law and, in the sole discretion of UEA and its subsidiaries, the remedial action(s) adopted by Buyer are not sufficient to prevent future violations of law.
9.12. As UEA and its authorized representatives will rely on this certification, Buyer agrees to indemnify and hold UEA and its subsidiaries harmless against any claim, demand, action, proceeding, judgment, penalty, fine, loss, liability, cost or expense (including reasonable attorneys fees) suffered or incurred by UEA and its subsidiaries and arising out of or relating to representations made and obligations assumed by Buyer pursuant to this certification.
- Limitation of Liability
10.1 UEA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNTS PAID TO UEA FOR THE GOODS PURSUANT TO THESE TERMS.
10.2. IN NO EVENT SHALL UEA OR ANY OF ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER UEA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
- Force Majeure
11.1. Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) flood, fire, earthquake, pandemics or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) order or action by any governmental authority or requirements of law; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other events beyond the reasonable control of the Impacted Party.
- Governing Law
12.1. These Terms are governed by, and construed in accordance with the laws of the State of Iowa without giving effect to any conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. All legal proceedings shall be instituted in the state or federal courts of the State of Iowa. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts.
- Entire Agreement
13.1. These Terms, together with UEA’s written Purchase Order Confirmation and any separate written agreements, constitute the entire agreement between UEA and Buyer.
13.2. No other oral statements, representations, or prior writings shall have any force or effect.
- Waiver
14.1. No waiver by UEA of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by UEA. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms by UEA operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder by UEA precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege by UEA.
- Miscellaneous
15.1. Buyer’s rights, interests, or obligations hereunder may not be assigned, transferred, or delegated by Buyer without the prior written consent of UEA. Any purported assignment or delegation in violation of this Section 15 is null and void. No assignment or delegation relieves Buyer of any of its obligations under these Terms. The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. These Terms benefit solely the parties to these Terms. Nothing in these Terms, express or implied, confer on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms. All notices shall be in writing and addressed to the parties at the addresses set forth on the face of the Purchase Order, or otherwise to UEA as detailed using the contact information below, or otherwise to such other address for either party as that party may designate by written notice. All notices must be delivered by nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested). If any of the specific terms or provision of these Terms are determined to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any of the other terms or provisions of these Terms or invalidate or render unenforceable such other terms or provisions in any other jurisdiction.
United Equipment Accessories, Inc.
Contact Information:
United Equipment Accessories, Inc.
2103 E Bremer Ave
Waverly, IA 50677
(319) 352-3946
(800) 394-9986