Buyer's acceptance of goods and/or services shall constitute acceptance of these terms and conditions. Terms or provisions of Buyer's order that are inconsistent with or in addition to Franklin Sensors's terms and conditions shall not be binding unless accepted in writing by Franklin Sensors. Franklin Sensors's failure to object to any provision contained in a communication from Buyer shall not be a waiver of these terms and conditions. If any terms or conditions of sale are declared by an arbitrator, or court or other body having jurisdiction, to be invalid or unenforceable, the remaining terms and provisions shall remain in full force and effect. This transaction shall be governed by the laws of the state of Idaho, U.S.A.
Domestic delivery shall be F.O.B. origin. Title and risk of loss shall pass to Buyer when products are delivered to Carrier unless otherwise agreed to in writing by Franklin Sensors. Upon request by Buyer, Franklin Sensors shall prepay and invoice Buyer for freight and shipping/handling and insurance costs. International orders shall be FOB factory/EX works. Freight and insurance for international shipments may be provided for a fee upon request. No order is assignable without Franklin Sensors's prior written approval.
100% of the invoiced amount is due in U.S. Dollars within 30 days from date of invoice on approved credit, unless otherwise stated in writing by Franklin Sensors. Franklin Sensors may modify payment terms if, in its sole opinion, the payment record or financial condition of Buyer warrants. Late payments are subject to 1% interest per month on the unpaid balance. Prices exclude any tax or duty now or hereafter imposed upon the production, storage, sale, transportation, or use of the products.
For International Sale the following payment terms may be required: Letter of Credit - Payment shall be made by an Irrevocable Letter of Credit issued in favor of Franklin Sensors, as beneficiary, to be advised, confirmed and payable at the counters of the U.S. negotiating bank. The Letter of Credit must be opened 60 days prior to the acknowledged ship date with validity held 45 days past such date and must be payable at sight in Dollars for 100% of the amount invoiced. Transshipment and partial shipments shall be allowed. Documentary Collection. All documents permitting usual clearance will be forwarded to the draft processing bank at destination. Cash in Advance. Payment may be by wire transfer to Franklin Sensors. Payment must include estimated shipping and transportation services charges, unless shipped freight collect. Overpayment of such charges shall be refunded.
Orders may not be canceled or rescheduled without Franklin Sensors' written consent and are subject to cancellation or reschedule charges determined by Franklin Sensors.
The sale of Franklin Sensors products and technology is subject to and contingent upon compliance with U.S. Export Administration Regulations. All international orders are contingent upon approval of export licenses required by the Government. The use, sale, reexport, delivery or retransfer, directly or indirectly, of the items described herein, in or to any activities related to the design, production, use, or stockpiling of chemical, biological or nuclear weapons or missiles is strictly prohibited.
Franklin Sensors shall not be liable for nondelivery or delay in performance when such delay is directly or indirectly caused by, or in any manner arises from, delay or failure to deliver by Franklin Sensors' suppliers, fires, floods, accidents, riots, war, governmental interference or embargoes, strikes or shortage of labor, or other causes (whether or not similar to those specified) beyond its control. Delivery shall be deemed suspended so long as such causes delay performance. Franklin Sensors agrees to make, and Buyer will accept, deliveries at a reasonable time after remedy of such causes. Quoted weeks ARO are approximate.
Franklin Sensors and its suppliers reserve the right to change product design or specifications at any time without notice.
If Buyer's order cites a U.S. Government contract number or is certified under DPAS, Federal Acquisition Regulation (FAR) Part 12 is incorporated where applicable and as may be required by government statute, regulation and/or contract.