Resources

Standard Terms and Conditions of Sale

Xensor Corporation

TERMS: F.O.B. Drexel Hill, PA, Net 30 Days (with credit approval) otherwise tooling & material deposit may be required with receipt of order.

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 All written quotations are valid for thirty (30) days from date of quotation unless withdrawn sooner.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. Xensor reserves the right to revise prices on any unshipped portions, delivery of which is delayed due to any act of the Buyer.

CREDIT: Accounts shall be opened only for firms or individuals with approved credit. Xensor reserves the right of declining to make deliveries except for cash whenever Xensor, for any reason, has doubts regarding Buyer’s financial responsibility. In such event, Xensor 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 Xensor as a repudiation of the contract by 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 Xensor. Absent such contract, Xensor shall not be liable for damages of any kind occasioned by Xensor’s failure to meet shipping dates.

SHIPMENT: Buyer should state the method of shipment preferred in the absence of such shipping instructions. Xensor shall ship the goods by whatever shipping method Xensor 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.

Xensor will treat any additions to orders already entered as a new order.

VARIATIONS IN QUANTITIES: Orders for 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 Xensor in writing. If all, or any, portion of this order is canceled by Buyer without default on the part of Xensor or without Xensor’s written consent, Buyer shall be liable to Xensor for cancellation charges including but not limited to Xensor’s incurred costs and such profit as would have been realized by Xensor 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.

WARRANTY: Xensor warrants all products shipped against defects in workmanship for a period of 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 but not limited to the following information: quantity of Product to be returned, date code of Product to be returned, serial number (if applicable) of Product to be returned, defect description of Product to be returned, and a purchase order number for tracking purposes. Xensor will not accept any unauthorized Product return. In the event any Product fails to comply with the foregoing warranty, Xensor will, at its option, either (a) repair or replace the defective Product, or defective part, or component thereof, F.O.B. Xensor’s facility freight prepaid, or (b) credit Buyer for the purchase price of the Product. 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: Xensor’s 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 Xensor 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 Xensor  harmless from, defend, and indemnify Xensor against damages, claims and expenses arising out of subsequent sales of products containing components manufactured by Xensor and 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. Products sold by Xensor Corporation are not authorized for use in certain applications including, but not limited to, life saftey, life support, life sustaining, surgical, human implant, nuclear, military, automotive, aerospace or aircraft applications or for any use or application in which the failure of a single component could create a situation in which property damage, personal injury, or death is likely to occur, unless an authorized officer of the manufacturer has signed an agreement specifically governing such use. YOU AGREE TO INDEMNIFY AND DEFEND XENSOR CORPORATION AGAINST ALL DAMAGES, COSTS, AND EXPENSES THAT MAY BE INCURRED, INCLUDING WITHOUT LIMITATION, ATTORNEY FEES AND COSTS RELATING TO ANY LAWSUIT OR THREATENED LAWSUIT ARISING OUT OF THE USE OF PRODUCTS IN UNAUTHORIZED APPLICATIONS.

COMPLIANCE WITH OSHA: Xensor 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 there under. In no event shall Xensor 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 Xensor sets forth the entire agreement between the parties and may not be changed in any way except by written agreement.

APPLICABLE LAW: This agreement shall be governed by and construed according to the laws of the State of Pennsylvania.