Terms & Conditions

ACCEPTANCE OF PURCHASE ORDER

These Terms and Conditions of Sale together with our acknowledgement of order (together, the “Agreement”) constitute an acceptance by Ferrite Microwave Technologies, LLC (“Seller”) to provide the goods described on your (“Buyer”) purchase order/contract (the “ACCEPTANCE OF PURCHASE ORDER: These Terms and Conditions of Sale together with our acknowledgement of order (together, the “Agreement”) constitute an acceptance by Ferrite Microwave Technologies, LLC (“Seller”) to provide the goods described on your (“Buyer”) purchase order/contract (the “Products”), subject to the terms and conditions below and in our acknowledgement of order. Seller’s agreement to sell the Products is limited to the terms of this Agreement. Buyer shall be deemed to have made an unqualified acceptance of this Agreement on the earliest to occur of the following: (a) failure by Buyer to notify Seller in writing of any objection which Buyer may have to any provision of this Agreement within 5 days of receipt hereof; (b) Seller’s first delivery of the Products; or (c) any other event constituting acceptance under applicable law. Any acceptance, confirmation, purchase order or the like sent by Buyer with respect to this sale which states additional or differing terms from this Agreement shall operate as an acceptance of all terms and conditions hereof, and all such additional or differing terms sent by Buyer shall be deemed proposals for material modification hereof, to which notice of objection is hereby given, and they shall not become part of this Agreement without Seller’s express written assent thereto.

EXPORT LICENSING

(A) Buyer and Seller shall comply with all national and international export and control regulations. Equipment, technology and technical data shall not be exported, re- sold, diverted, re-exported or disposed of in other than the country of ultimate destination (currently approved by the United States Government), without the prior approval of the United States Department of State or Commerce or other Agency of the United States Government, whichever is appropriate. (B) Seller shall assume no liability in the event that an export license is not approved or later withdrawn by the United States Government or other applicable Government. (C) Where Buyer requests a routed transaction (meaning it will along with its U.S freight forwarder accept responsibility as U.S Exporter of Record to attain such applicable Government approvals) it shall supply all required documentation to the Seller including the required routed transaction letters from both Buyer and its designated U.S. designated Forwarder/agent

PRICE

All prices are FOB Seller’s plant unless otherwise specifically set forth on the face side hereof. Prices stated are subject to change without notice in the event of (i) alterations in specifications, quantities, designs, or delivery schedules and/or (ii) increases in the cost of fuel, power, material supplied, or labor.

PAYMENT

Net 30 days are standard terms and shall apply to all invoices. Any variation will be clearly stated in quotations or on the specific price sheets for the product involved. FMT reserves the right at any time to demand full or partial payment before proceeding with a contract of sale if, in its judgment, the financial condition of purchaser shall not justify the terms of payment specified. If delivery is delayed or deferred by purchaser beyond the scheduled date, payment shall be in full when FMT is prepared to ship and the equipment may be stored at the risk and expense of purchaser. If purchaser defaults when any payment is due, then the whole contract shall become due and payable upon demand, or FMT, at its option, without prejudice to other lawful remedies, may defer delivery or cancel the contract for sale.

DELIVERY

Unless otherwise agreed to, delivery dates are approximate and subject to material availability. Seller shall not be responsible for non-shipment of goods or delays in delivery or performance due to causes beyond its reasonable control, including, but not limited to, acts of God. Seller has the option to apply carrying charges, based on actual costs, to any unshipped balance after completion of the Agreement shipment period.

TRANSPORTATION

The method and agency of transportation and the routing will be designated by Seller. Excess packing, shipping and transportation charges that result from compliance with respect to the use of any agency or method of transportation or any routing other than that which would be designated by Seller shall be for Buyer’s account. In the case of Buyer pickup, Buyer’s truck is the destination, and unless Seller otherwise agrees in writing, Seller will not deliver or bear any cost of shipment or transportation, or make any allowance with respect thereto, beyond loading onto Buyer’s truck (whether owned by, leased to or otherwise under contract to Buyer). Buyer shall bear all risk of loss or damage upon Seller’s loading of such Goods onto Buyer’s truck. (B) Where the shipping terms on the face of the Form state that the Goods are sold FOB shipping point Seller’s plant, the cost of transportation and risk of loss or damage thereof shall be borne by Buyer.

INSPECTION, ACCEPTANCE OR REJECTION.

Inspection, acceptance or rightful rejection of Goods shall be made promptly by Buyer within ten (10) days after Buyer’s receipt of Goods. Buyer shall promptly notify Seller in writing if Buyer believes that any Goods delivered hereunder are properly rejectable and hold such Goods pending Seller’s inspection. The parties agree that (A) Seller’s analyses shall govern (If Buyer requests, Seller shall furnish Buyer with a certificate of compliance for each shipment under this Order.)

CONFIDENTIALITY

Unless otherwise agreed in writing by Seller, Buyer will not disclose the pricing or other terms of this Order to any third party.

LIMITED WARRANTY; DISCLAIMER OF OTHER WARRANTIES

Seller warrants to Buyer that, at the time of delivery, the Products comply with the specifications stated in Buyer’s purchase order. Buyer must make claims for breach of warranty in writing within one year of the date of delivery and within 10 days after discovery of breach. Buyer’s failure to make such claim within such time frames shall constitute Buyer’s irrevocable acceptance of the Products and Buyer’s acknowledgment that the Products fully comply with this Agreement. Seller shall, at its option, either replace at its expense any Products proved to Seller’s reasonable satisfaction to be in breach of this section or refund to Buyer any of the purchase price received by Seller for such Products. Such warranty shall not apply in cases of damage in transit, negligence, abuse, failure to follow Seller’s instructions, improper storage, accident, misuse, neglect or alteration by any party other than Seller or by physical environment. SELLER’S AGGREGATE LIABILITY WITH RESPECT TO THIS AGREEMENT SHALL BE LIMITED AND SHALL IN NO EVENT EXCEED THE PURCHASE PRICE RECEIVED BY SELLER FOR THE DEFECTIVE PRODUCTS. SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, WHETHER WRITTEN, ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER FOR BREACH OF ANY WARRANTY, FOR BREACH OR REPUDIATION OF ANY OTHER TERM OR CONDITION OF SALE, OR FOR LIABILITY ON THE BASIS OF NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SELLER SHALL HAVE BEEN ADVISED IN ADVANCE OF THE LIKELIHOOD THEREOF.

FORCE MAJEURE

Neither party shall be in default hereunder by reason of any failure or delay in the performance of any obligation under this Agreement where such failure or delay arises out of any cause beyond the reasonable control and without the fault or negligence of such party. Such causes shall include, without limitation, storms, floods, other acts of nature, fires, explosions, riots, war or civil disturbance, strikes or other labor unrest, embargoes and other governmental actions or regulations that would prohibit a party from ordering or furnishing Products or performing any other aspects of the obligations hereunder.  This section shall not apply to Buyer’s payment obligations hereunder.

TERMINATION

Seller may, upon written notice to Buyer, immediately terminate this Agreement and any further obligations to make shipments hereunder if Buyer fails to comply with the terms of this Agreement including (without limitation) in the event that Buyer becomes insolvent or bankrupt, is more than 45 days delinquent in payments to Seller, or fails to sign this Agreement within 30 days of the date of this Agreement. Buyer may not cancel or modify this Agreement except upon terms accepted in writing by Seller. If Buyer cancels or modifies this Agreement, Buyer shall compensate Seller for all costs and damages resulting therefrom, including (without limitation) lost profits, allocable overhead, commodity market losses and all other incidental and consequential damages.

PRODUCT RETURNS

No product or equipment may be returned without first obtaining from FMT written Return Material Authorization. Any and all product or equipment to be returned to FMT is subject to the terms and conditions of FMT Return Material Policy.

MISCELLANEOUS

No change, modification or amendment of this Agreement shall be binding upon the parties unless the same shall be in writing and signed by or on behalf of the parties hereto. No waiver of or failure or omission to enforce any term or provision of this Agreement or any right or claim arising hereunder shall be deemed to be a waiver of any other term or provision hereof or any other right or claim arising before, concurrently with or after any such waiver, failure or omission or any event giving rise to any right or claim so waived or unenforced. Neither party shall assign this Agreement without the prior written consent of the other party. This Agreement shall bind and inure to the benefit of Seller and Buyer and their respective successors and assigns. The laws of the State of New Hampshire shall govern the rights and obligations of the parties hereunder without regard to conflict of laws principles. Any cause of action, claim, suit or demand by either party shall be brought in a state or federal court situated in the State of New Hampshire.  Both parties irrevocably admit themselves to and consent to the jurisdiction of said court. This Agreement constitutes the final written expression of the terms between the parties and is a complete and exclusive statement of those terms.

roducts”), subject to the terms and conditions below and in our acknowledgement of order. Seller’s agreement to sell the Products is limited to the terms of this Agreement. Buyer shall be deemed to have made an unqualified acceptance of this Agreement on the earliest to occur of the following: (a) failure by Buyer to notify Seller in writing of any objection which Buyer may have to any provision of this Agreement within 5 days of receipt hereof; (b) Seller’s first delivery of the Products; or (c) any other event constituting acceptance under applicable law. Any acceptance, confirmation, purchase order or the like sent by Buyer with respect to this sale which states additional or differing terms from this Agreement shall operate as an acceptance of all terms and conditions hereof, and all such additional or differing terms sent by Buyer shall be deemed proposals for material modification hereof, to which notice of objection is hereby given, and they shall not become part of this Agreement without Seller’s express written assent thereto.

EXPORT LICENSING

(A) Buyer and Seller shall comply with all national and international export and control regulations. Equipment, technology and technical data shall not be exported, re- sold, diverted, re-exported or disposed of in other than the country of ultimate destination (currently approved by the United States Government), without the prior approval of the United States Department of State or Commerce or other Agency of the United States Government, whichever is appropriate. (B) Seller shall assume no liability in the event that an export license is not approved or later withdrawn by the United States Government or other applicable Government. (C) Where Buyer requests a routed transaction (meaning it will along with its U.S freight forwarder accept responsibility as U.S Exporter of Record to attain such applicable Government approvals) it shall supply all required documentation to the Seller including the required routed transaction letters from both Buyer and its designated U.S. designated Forwarder/agent

PRICE

All prices are FOB Seller’s plant unless otherwise specifically set forth on the face side hereof. Prices stated are subject to change without notice in the event of (i) alterations in specifications, quantities, designs, or delivery schedules and/or (ii) increases in the cost of fuel, power, material supplied, or labor.

PAYMENT

Net 30 days are standard terms and shall apply to all invoices. Any variation will be clearly stated in quotations or on the specific price sheets for the product involved. FMT reserves the right at any time to demand full or partial payment before proceeding with a contract of sale if, in its judgment, the financial condition of purchaser shall not justify the terms of payment specified. If delivery is delayed or deferred by purchaser beyond the scheduled date, payment shall be in full when FMT is prepared to ship and the equipment may be stored at the risk and expense of purchaser. If purchaser defaults when any payment is due, then the whole contract shall become due and payable upon demand, or FMT, at its option, without prejudice to other lawful remedies, may defer delivery or cancel the contract for sale.

DELIVERY

Unless otherwise agreed to, delivery dates are approximate and subject to material availability. Seller shall not be responsible for non-shipment of goods or delays in delivery or performance due to causes beyond its reasonable control, including, but not limited to, acts of God. Seller has the option to apply carrying charges, based on actual costs, to any unshipped balance after completion of the Agreement shipment period.

TRANSPORTATION

The method and agency of transportation and the routing will be designated by Seller. Excess packing, shipping and transportation charges that result from compliance with respect to the use of any agency or method of transportation or any routing other than that which would be designated by Seller shall be for Buyer’s account. In the case of Buyer pickup, Buyer’s truck is the destination, and unless Seller otherwise agrees in writing, Seller will not deliver or bear any cost of shipment or transportation, or make any allowance with respect thereto, beyond loading onto Buyer’s truck (whether owned by, leased to or otherwise under contract to Buyer). Buyer shall bear all risk of loss or damage upon Seller’s loading of such Goods onto Buyer’s truck. (B) Where the shipping terms on the face of the Form state that the Goods are sold FOB shipping point Seller’s plant, the cost of transportation and risk of loss or damage thereof shall be borne by Buyer.

INSPECTION, ACCEPTANCE OR REJECTION.

Inspection, acceptance or rightful rejection of Goods shall be made promptly by Buyer within ten (10) days after Buyer’s receipt of Goods. Buyer shall promptly notify Seller in writing if Buyer believes that any Goods delivered hereunder are properly rejectable and hold such Goods pending Seller’s inspection. The parties agree that (A) Seller’s analyses shall govern (If Buyer requests, Seller shall furnish Buyer with a certificate of compliance for each shipment under this Order.)

CONFIDENTIALITY

Unless otherwise agreed in writing by Seller, Buyer will not disclose the pricing or other terms of this Order to any third party.

LIMITED WARRANTY; DISCLAIMER OF OTHER WARRANTIES

Seller warrants to Buyer that, at the time of delivery, the Products comply with the specifications stated in Buyer’s purchase order. Buyer must make claims for breach of warranty in writing within one year of the date of delivery and within 10 days after discovery of breach. Buyer’s failure to make such claim within such time frames shall constitute Buyer’s irrevocable acceptance of the Products and Buyer’s acknowledgment that the Products fully comply with this Agreement. Seller shall, at its option, either replace at its expense any Products proved to Seller’s reasonable satisfaction to be in breach of this section or refund to Buyer any of the purchase price received by Seller for such Products. Such warranty shall not apply in cases of damage in transit, negligence, abuse, failure to follow Seller’s instructions, improper storage, accident, misuse, neglect or alteration by any party other than Seller or by physical environment. SELLER’S AGGREGATE LIABILITY WITH RESPECT TO THIS AGREEMENT SHALL BE LIMITED AND SHALL IN NO EVENT EXCEED THE PURCHASE PRICE RECEIVED BY SELLER FOR THE DEFECTIVE PRODUCTS. SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, WHETHER WRITTEN, ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER FOR BREACH OF ANY WARRANTY, FOR BREACH OR REPUDIATION OF ANY OTHER TERM OR CONDITION OF SALE, OR FOR LIABILITY ON THE BASIS OF NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SELLER SHALL HAVE BEEN ADVISED IN ADVANCE OF THE LIKELIHOOD THEREOF.

FORCE MAJEURE

Neither party shall be in default hereunder by reason of any failure or delay in the performance of any obligation under this Agreement where such failure or delay arises out of any cause beyond the reasonable control and without the fault or negligence of such party. Such causes shall include, without limitation, storms, floods, other acts of nature, fires, explosions, riots, war or civil disturbance, strikes or other labor unrest, embargoes and other governmental actions or regulations that would prohibit a party from ordering or furnishing Products or performing any other aspects of the obligations hereunder.  This section shall not apply to Buyer’s payment obligations hereunder.

TERMINATION

Seller may, upon written notice to Buyer, immediately terminate this Agreement and any further obligations to make shipments hereunder if Buyer fails to comply with the terms of this Agreement including (without limitation) in the event that Buyer becomes insolvent or bankrupt, is more than 45 days delinquent in payments to Seller, or fails to sign this Agreement within 30 days of the date of this Agreement. Buyer may not cancel or modify this Agreement except upon terms accepted in writing by Seller. If Buyer cancels or modifies this Agreement, Buyer shall compensate Seller for all costs and damages resulting therefrom, including (without limitation) lost profits, allocable overhead, commodity market losses and all other incidental and consequential damages.

PRODUCT RETURNS

No product or equipment may be returned without first obtaining from FMT written Return Material Authorization. Any and all product or equipment to be returned to FMT is subject to the terms and conditions of FMT Return Material Policy.

MISCELLANEOUS

No change, modification or amendment of this Agreement shall be binding upon the parties unless the same shall be in writing and signed by or on behalf of the parties hereto. No waiver of or failure or omission to enforce any term or provision of this Agreement or any right or claim arising hereunder shall be deemed to be a waiver of any other term or provision hereof or any other right or claim arising before, concurrently with or after any such waiver, failure or omission or any event giving rise to any right or claim so waived or unenforced. Neither party shall assign this Agreement without the prior written consent of the other party. This Agreement shall bind and inure to the benefit of Seller and Buyer and their respective successors and assigns. The laws of the State of New Hampshire shall govern the rights and obligations of the parties hereunder without regard to conflict of laws principles. Any cause of action, claim, suit or demand by either party shall be brought in a state or federal court situated in the State of New Hampshire.  Both parties irrevocably admit themselves to and consent to the jurisdiction of said court. This Agreement constitutes the final written expression of the terms between the parties and is a complete and exclusive statement of those terms.