The sale of products and services ("Products") by Megatron Asia Pacific Ltd. (“Megatron”) and its divisions, subsidiaries, and affiliates are subject to these terms and conditions ("Agreement") regardless of other or additional terms or conditions that conflict with or contradict this Agreement in any purchase order, document, or other communication ("Order").
1. ORDERS. Quotes from Megatron are invitations to tender and are subject to change at any time without notice. All Orders are subject to acceptance by Megatron. Contracts between Customer and Megatron are formed upon Megatron's written acceptance or execution of Customer's Order and shall be subject to this Agreement. Megatron reserves the right to allocate the sale of Products among its customers. Orders for special, customized, and value-added Products and Products specifically identified by Megatron as non-standard or "NCNR" are non-cancelable, non-reschedulable, non-changeable, and non-returnable. Customer may not change, cancel or reschedule Orders for standard Products without Megatron's consent.
2. PRICES. Prices are subject to change at any time. Prices are for Products only and do not include taxes, shipping charges, freight, duties, and other charges or fees, such as fees for special packaging and labeling of the Products, permits, certificates, customs declarations and registration. Customer is responsible for any Additional Fees.
3. DELIVERY AND TITLE. Unless otherwise specified by Megatron in writing, all deliveries by Megatron are EXW Megatron's warehouse (INCOTERMS 2000). Title and risk of loss pass to Customer upon delivery of the Products to the carrier. Megatron's delivery dates are estimates only and subject to timely receipt of supplies by Megatron. Megatron is not liable for delays in delivery. Megatron reserves the right to make partial deliveries and Customer will accept delivery and pay for the Products delivered. A delayed delivery of any part of an Order does not entitle Customer to cancel other deliveries.
4. Megatron's LIMITED WARRANTY. Megatron will pass through to Customer any transferable Product warranties, indemnities, and remedies provided to Megatron by the manufacturer, including any warranties and indemnities for intellectual property infringement. Except as otherwise provided, all claims for any defected(non-functional), breach of any warranty, or for any cause whatsoever shall be deemed waived unless made in writing and received by Seller within sixty (60) days after Customer's receipt of goods. Megatron warrants that for a period of 60 days after delivery of the Products to Customer, value-added work performed by Megatron on Products will conform to Customer's specifications that are in writing and accepted by Megatron, and Customer shall be deemed the manufacturer of such value-added Products. To the extent permitted by law, Megatron makes no other warranty, express or implied, such as warranty of merchantability, fitness for purpose or non-infringement. Customer's sole remedies for breach of Megatron's warranty are, at Megatron's choice: (i) repair the Products; (ii) replace the Products at no cost to Customer; or (iii) refund Customer the purchase price of the Products. In case of a failure, Megatron shall be liable to the tune of the cost of the failed component and not for damages caused to the finished or semi-finished board or product of the Customer.
5. ELECTRONIC ORDERS. In the event that any part of the purchase and sale of Products utilizes electronic data interchange, customer's internal portal or third party portal, or any other electronic means ("Electronic Purchase Order"), this Agreement will continue to apply to the purchase and sale of Products between Customer and Megatron.
6. FORCES BEYOND MEGATRONS'S CONTROL. Megatron is not liable for failure to fulfill its obligations under this Agreement due to causes beyond its reasonable control, (for example: acts of nature, acts or omissions of the Customer, operational disruptions, man-made or natural disasters, epidemic medical crises, materials shortages, strikes, criminal acts, delays in delivery or transportation, or inability to obtain labor or materials through its regular sources).
7. USE OF PRODUCTS. Customer shall comply with the manufacturer's or supplier's Product specifications. Products are not authorized for use in critical safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life, or serious property damage. If Customer uses or sells the Products for use in any such applications or fails to comply with the manufacturer's Product specifications, Customer acknowledges that such use, sale, or non-compliance is at Customer's sole risk.
9. PRODUCT RETURN. Customer may return Products to Megatron only with a return material authorization ("RMA") number issued by Megatron. Customer must notify Megatron in writing of any damage to the outer packaging or the Products, shortage, or other discrepancy ("Visual Defect") within 3 days after receipt of the shipment; otherwise, Customer is deemed to have accepted the Products and may not revoke acceptance. RMAs will be issued only for Visual Defects created solely by Megatron or the original manufacturer, and only if Customer satisfies the notice requirement. RMAs will not be granted for damage, shortage, or other discrepancy created by Customer, the carrier or freight provider, or any other third party. Product return pursuant to a warranty requires written notice from Customer to Megatron within the warranty period (60 days) detailing the Product defect. Customer must return the Products to Megatron freight prepaid in original manufacturer's shipping cartons or equivalent, along with acceptable proof of purchase, within the warranty period (60 days) and as specified in the RMA. At Megatron's discretion, Megatron will return all Products not eligible for return to Customer, freight collect, or hold Product for Customer's account at Customer's expense.