Terms & Conditions of Sale
STANDARD TERMS & CONDITIONS OF SALE
Document: ATED-0059 | Revision: 2
THE SALE OF PRODUCTS AND SERVICES ("PRODUCTS") BY ABACUS TECHNOLOGIES, ARE SUBJECT TO THESE TERMS AND CONDITIONS ("AGREEMENT") REGARDLESS OF OTHER OR ADDITIONAL TERMS OR CONDITIONS THAT CONFLICT OR CONTRADICT THIS AGREEMENT IN ANY PURCHASE ORDER, DOCUMENT, OR OTHER COMMUNICATION ("ORDER"). PREPRINTED TERMS AND CONDITIONS ON ANY CUSTOMER ("CUSTOMER") DOCUMENT AND/OR ABACUS' FAILURE TO OBJECT TO CONFLICTING OR ADDITIONAL TERMS WILL NOT CHANGE OR ADD TO THE TERMS OF THIS AGREEMENT.
1. Acceptance and Cancellation of Orders
All orders are subject to acceptance in writing by Abacus Technologies or a duly authorized agent. Written acknowledgement of receipt alone does not constitute acceptance. Orders may be cancelled only with written consent of Abacus Technologies and are subject to NC/NR restrictions, non-standard product restrictions, and purchase agreement letter terms. Cancellation, withdrawal, or reschedule requests may incur reasonable cancellation/restocking charges, including all expenses and commitments incurred by Abacus Technologies. Orders cannot be cancelled/rescheduled after submission to shipment carrier. Abacus Technologies may allocate sales and limit quantities in its sole discretion. Product specifications and availability are subject to change without notice.
2. Returns
Customer must notify Abacus Technologies within 30 days from shipment for RMA requests due to customer error or demand change. Returns are generally accepted within 30 days of ship date and may be subject to restocking fees; return freight must be prepaid by customer (no COD returns). A valid RMA number and instructions are required before return. Return provisions do not apply to NC/NR orders.
3. Anti-Counterfeit Clause
Only products originally shipped by Abacus Technologies (or drop-shipped at Abacus direction) may be returned. All others may be quarantined/disposed/returned. By returning products, customer certifies they were purchased from Abacus with no substitution from other sources. Returns should be in original packaging and unused condition (except defective). ESD-sensitive products should be opened only under controlled conditions. Returned product is inspected and verified against traceability records including lot/date code data.
4. Price
Orders are billed at prices in effect at shipment. Quoted prices apply for the stated quote period, or 30 days if unstated. Prices may increase due to cost increases or circumstances beyond Abacus reasonable control. If quantity breaks are not met, non-discounted pricing and/or cancellation/restocking fees may apply. Prices exclude taxes, duties, shipping, forwarding/broker fees, bank fees, consular fees, and document fees.
5. Terms of Payment
Payments must be made in the billed currency. Accepted cards include MasterCard, Visa, Discover, and American Express; card billing verification may be required for new customers. Net-30 terms may be available subject to credit approval. For wire/EFT/proforma orders, stock may be reserved for 72 hours; orders may be cancelled after 20 business days if funds are not received. Customer is responsible for duties/taxes. Abacus may change credit terms, require prepayment, suspend/cancel shipments for payment risk or delinquency, and recover collection costs and reasonable attorneys' fees. Returned checks incur a $25 USD service charge.
6. Sales Tax
US Shipments: Abacus collects applicable federal/state/local taxes unless valid exemption documentation is on file.
International Shipments: VAT/PST/HST/GST and brokerage fees are customer responsibility and due at delivery.
7. Delivery and Title
Shipments are F.O.B. point of shipment from Abacus facility; transportation charges are payable by customer. Delivery to carrier constitutes delivery to customer; title and risk pass to customer at shipment. Delivery dates are estimates only; Abacus is not liable for delay. Abacus may select carrier/route unless customer designates otherwise, may deliver in installments, and quantity variances do not relieve customer of acceptance/payment obligations.
8. Abacus Technologies Warranty
Abacus extends a lifetime warranty for defective or nonconforming product received. Customer must notify Abacus within 30 days of shipment for RMA requests due to order errors or demand changes. Remedies are limited to either (1) credit of purchase price paid (without interest), or (2) replacement, at Abacus election. No warranty applies for misuse, static discharge, neglect, accident, modification, or alteration.
9. Limitation of Liabilities
IN NO EVENT SHALL ABACUS TECHNOLOGIES BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, including loss of profit/revenue, recall costs, interruption claims, downtime, testing/installation/removal costs, substitute product costs, property damage, personal injury, death, or legal expenses. Customer recovery for any claim is capped at purchase price paid. Customer shall indemnify, defend, and hold Abacus harmless from third-party claims regarding products supplied by Abacus and incorporated into customer products.
10. Product Safety Notice and Restrictions
Products are intended for commercial use only. Abacus does not determine specifications or conduct performance/safety testing of sold products. Datasheets originate from manufacturers. Products are not designed/intended/authorized for life support, life sustaining, implantable, nuclear, flight control, or other high-risk applications where failure could cause injury, loss of life, or catastrophic damage. Use/sale in such applications is at customer's sole risk; customer agrees to indemnify, defend, and hold Abacus and manufacturers harmless from related claims/liabilities.
11. Statements and Advice
Technical statements/advice are provided as accommodation, without charge, and without liability. Technical support is limited and does not include product suitability studies, engineering reviews, or participation in customer design.
12. Non-Cancelable/Non-Returnable Products
Abacus may designate products as NC/NR. Buyer understands such products are procured specifically for buyer and cannot be cancelled, returned, or rescheduled without supplier agreement and written consent of Abacus.
13. Intellectual Property
Software/intellectual property is provided subject to accompanying license terms. No additional rights are granted. Unopened software may be returned for credit; opened software may not be returned unless defective.
14. Force Majeure
Abacus is not liable for delays/failures caused by events beyond reasonable control, including allocations, shortages, labor disputes, transport delays, acts of God, governmental actions, fires, strikes, floods, severe weather, computer interruptions, terrorism, epidemics, quarantine, riots, or war. Delivery/performance time may be extended or orders cancelled without liability.
15. Export Control
Abacus complies with U.S. export laws and regulations, including OFAC/BIS restrictions. Abacus will not knowingly sell/ship to prohibited countries, individuals, or organizations. Customer agrees to comply with all applicable export/import laws and obtain any required licenses for export/re-export/import.
16. Export Classification Disclaimer
Any ECCN/HTS or other classification provided by Abacus is for internal use and provided without recourse. Classifications can change and customer/exporter of record is responsible for determining proper classification and licensing requirements at time of export.
17. General
These Terms and Conditions may not be modified/cancelled without written agreement by Abacus. Conflicting/additional customer document terms are objected to and negated. Performance/delivery is conditioned on customer acceptance of these terms unless otherwise agreed in writing. Rights/duties may not be assigned without prior written consent. Waiver of one breach is not waiver of others. Unenforceable provisions are severable to the extent necessary. These Terms are governed by and construed in accordance with the laws of the United States.
For the complete executed legal text, refer to Abacus document ATED-0059 Rev 2 (PDF).