Terms & Conditions

Carling Technologies, Inc. ("Seller")

Terms and Conditions

1. Offer and Acceptance. Shipment by Seller is not an acceptance of any offer that you ("Buyer") may have made to us. Not withstanding any contrary terms and conditions proposed by Buyer, these Terms and Conditions shall constitute a part of any contract between Seller and Buyer and shall not be altered, modified, or added to unless specifically and expressly agreed to in writing by Seller; nor shall these Terms and Conditions be affected in any way by any course of dealing or performance, or by trade usage. Buyer's failure to immediately object to these Terms and Conditions including but not limited to any disclaimers herein, or Buyer's acceptance of the goods sold hereunder, shall constitute Buyer's acceptance of these Terms and Conditions. Seller at times reserves the right to alter or cancel these Terms and Conditions, including without limitation, the Terms and Conditions pertaining to payment in the event that Seller determines Buyer is a credit risk.

2. Price. The quoted prices are Seller’s current prices, but Buyer shall pay Seller’s prices in effect at the time of shipment unless Seller shall otherwise specifically and expressly agree in writing. Buyer shall also pay federal, state and local taxes on the sale, use or shipment of the goods, as well as export and import duties and foreign collection charges now or hereafter in effect. Failure of Buyer to make any payment as provided herein or to accept delivery of materials in accordance with shipping schedules shall constitute a breach of this contract by the Buyer. Upon such breach, Seller may suspend deliveries until payment is made., At Seller’s option, it may cancel the contract, and upon cancellation, Buyer shall be liable to Seller for all damages, including consequential damages sustained by Seller. In the case of materials specially fabricated for Buyer, Buyer shall be liable to Seller for the full purchase price, as well as all other damages, including consequential damages. If suit is brought to collect any account or accounts receivable under any contract, Seller shall be entitled to collect all reasonable costs of collection and expenses of suit, including, but not limited to, reasonable attorney’s fees.

3. Quantity Variation.  Buyer shall accept and pay for and have no right to reject shipments of goods which vary in quantity by more or less than ten percent (10%) of the quantity specified for electrical and electronic lighted and unlighted switches and five percent (5%) for circuit breakers.

4. Shipment.

A. Domestic Destination: All goods shall be shipped Free on Board (F.O.B.) shipping points.

B. International Destination: All goods shall be shipped Ex Works (EXW) from Seller's door.

5. Payment. Payment shall be thirty Net (30) days from the date of Seller’s invoice. No cash or anticipation discounts are permitted. Seller reserves the right to charge interest at the rate of one and one half percent (1.5%) per month on amounts not paid within thirty (30) days. Seller reserves the right to require payment in advance or on delivery depending on Buyer’s creditworthiness, as determined by Seller in its sole discretion.

6. Delivery. Quoted delivery dates are our best estimates, and we assume no liability for delays. Buyer's acceptance of delivery from shipper shall constitute a waiver of any claim against Seller for delay.

7. WARRANTY AND REMEDY.

A. SELLER WARRANTS THAT THE GOODS SOLD HEREUNDER SHALL BE FREE OF DEFECTS IN MATERIAL AND WORKMANSHIP FOR (2) YEARS FROM DATE OF SHIPMENT. IN THE EVENT OF SUCH DEFECTS, SELLER’S ONLY OBLIGATION SHALL BE THE REPLACEMENT OF THE DEFECTIVE GOODS, EXCLUSIVE OF ANY LABOR OR ANY OTHER CHARGES. THIS WARRANTY IS SELLER’S SOLE OBLIGATION AND EXCLUDES ALL OTHER REMEDIES OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SELLER FURTHER DISCLAIMS ANY RESPONSIBILITY WHATSOEVER TO BUYER OR TO ANY OTHER PERSON FOR INJURY TO PERSON OR DAMAGE TO, OR LOSS OF, ANY PROPERTY OR ITS VALUE CAUSED BY ANY PRODUCT OF SELLER WHICH HAS BEEN SUBJECTED TO MISUSE OR MISAPPLIED OR MODIFIED OR REPAIRED BY ANY PERSON OR ENTITY NOT AUTHORIZED BY SELLER OR WHICH HAS BEEN IMPROPERLY INSTALLED. FOR PURPOSES OF THIS PARAGRAPH AND OF THESE TERMS AND CONDITIONS GENERALLY, GOODS REFERS NOT ONLY TO GOODS MANUFACTURED BY SELLER, BUT ALSO TO GOODS MANUFACTURED BY THIRD PARTIES FOR THE SELLER PURSUANT TO PRIVATE LABEL AGREEMENTS OR OTHERWISE AND THEREAFTER SOLD BY SELLER TO BUYER.

B. ALL PRODUCT INFORMATION FURNISHED BY SELLER IS BELIEVED TO BE ACCURATE AND RELIABLE.  HOWEVER, BUYERS MUST INDEPENDENTLY EVALUATE THE SUITABILITY OF AND TEST EACH PRODUCT SELECTED FOR THEIR OWN APPLICATIONS. SELLER PRODUCTS ARE NOT DESIGNED FOR, AND SHALL NOT BE USED FOR, ANY PURPOSE (INCLUDING, WITHOUT LIMITATION, AUTOMOTIVE, MILITARY, AEROSPACE, MEDICAL, LIFE-SAVING, LIFE-SUSTAINING OR NUCLEAR FACILITY APPLICATIONS, DEVICES INTENDED FOR SURGICAL IMPLANT INTO THE BODY, OR ANY OTHER APPLICATION IN WHICH THE FAILURE OR LACK OF DESIRED OPERATION OF THE PRODUCT MAY RESULT IN PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE) OTHER THAN THOSE EXPRESSLY SET FORTH IN APPLICABLE SELLER PRODUCT DOCUMENTATION.  WARRANTIES GRANTED BY SELLER SHALL BE DEEMED VOID FOR PRODUCTS USED FOR ANY PURPOSE NOT EXPRESSLY SET FORTH IN APPLICABLE SELLER DOCUMENTATION.  SELLER SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF PRODUCTS USED IN APPLICATIONS NOT EXPRESSLY INTENDED BY SELLER AS SET FORTH IN APPLICABLE SELLER DOCUMENTATION.

8. Inspection. Buyer shall inspect the product promptly after receipt and shall notify Seller in writing of any claims, including claims of breach of warranty, no later than thirty (30) days after Buyer discovers or should have discovered the facts upon which the claim is based. Failure of Buyer to give written notice of a claim within the time period shall be deemed to be a waiver of such claim.

9. Ownership of Tooling. Unless otherwise agreed specifically in writing (and not by a printed provision in any business form), all special tools, dies, molds, jigs and fixtures made or utilized by Seller shall be and remain Seller’s property.  Should any special tools, dies, molds, jigs or fixtures be furnished by Buyer or contractually be Buyer’s property, they shall be held at Buyer’s sole risk, and Seller shall have a lien thereon while in Seller’s possession to secure all indebtedness whatsoever due from Buyer to Seller, which lien shall be enforceable by sale or court action.

10. LIMITATION OF LIABILITY. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR OTHER DAMAGES WHATSOEVER RESULTING FROM SELLER’S PERFORMANCE OR FAILURE TO PERFORM UNDER THESE TERMS OR THE FURNISHING, PERFORMANCE OR USE OF ANY PRODUCTS SOLD PURSUANT HERETO, WHETHER DUE TO BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, PRODUCT LIABILITY, THE NEGLIGENCE OF SELLER OR OTHERWISE.  SELLER SHALL NOT BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOSS OF PRODUCTION OR SIMILAR DAMAGES REGARDLESS OF WHETHER THEY ARE CHARACTERIZED AS DIRECT OR CONSEQUENTIAL DAMAGES.  IN NO EVENT SHALL SELLER’S LIABILITY EXCEED THE U.S. DOLLAR AMOUNT EQUAL TO THE AMOUNT PAID BY BUYER FOR THE COST OF THE PRODUCTS PAID BY BUYER UNDER THE APPLICABLE INVOICE GIVING RISE TO A CLAIM.  THE DAMAGE LIMITATIONS PROVIDED IN THIS AGREEMENT AND THE REMEDIES STATED HEREIN SHALL BE EXCLUSIVE AND SHALL BE BUYER’S SOLE REMEDY.  THIS LIMITATION ON LIABILITY SHALL SURVIVE FAILURE OF ANY ESSENTIAL PURPOSE.  Certain jurisdictions do not permit the limitation of certain types of liability, so this limitation may not apply to the Buyer.

11. Limitation of Actions. Anything to the contrary notwithstanding, any action for alleged breach by Seller of these Sales Terms, including, without limitation, an action for breach of the warranty herein set forth, shall be barred unless commenced by Buyer within one (1) year after the date the Products in question were first delivered to Buyer.

12. Patents. Seller makes no warranty that the goods sold hereunder will be delivered free of the rightful claim of any third party by way of infringement of intellectual property rights. Subject to the limitations set forth in these Sales Terms, if a Product furnished to Buyer becomes or, in Seller’s opinion, may become the subject of any claim, suit or proceeding for infringement of an intellectual property right of a third party (“Claim”), Seller shall indemnify and hold Buyer harmless from and against such Claim, provided that Buyer (i) provides Seller with prompt written notice of such Claim; (ii) grants Seller sole control of the defense of such Claim and right to settle the Claim; and (iii) cooperates with Seller’s reasonable requests in the defense and settlement of such Claim.  In the event of any such Claim, Seller may, at its option and expense, (i) obtain for Buyer the right to continue to use, lease or sell the Product, (ii) replace the Product with an alternative non-infringing product, (iii) modify the Product, or (iv) request the Buyer to return the Product and refund the purchase price paid by Buyer for the Product less a reasonable amount for use, damage or obsolescence.  Notwithstanding anything contained herein to the contrary, Seller will not be liable for any Claim arising from any of the following (each an “Excluded Claim”) (i) Seller’s compliance with Buyer’s designs, specifications or instructions; (ii) the combination of Products with components not provided by Seller; (iii) the modification of the Product other than by Seller; or (iv) the use of a Product in practicing a process or method.  Additionally, Buyer agrees, at its expense, to indemnify, hold harmless, protect and defend Seller from and against any Excluded Claim and all damages, costs and expenses attributable thereto.

13. Packing. Any packing requirements other than Seller's standard packaging and commercial containers shall incur an extra charge which shall appear on Seller's invoice.

14. Collateral Promises. There are no representations, warranties or conditions express or implied, statutory or otherwise except those contained in these Terms and Conditions and no collateral agreement or waivers shall be binding on either Buyer or Seller unless in writing and signed by both Buyer and Seller.

15. Indemnification. If Buyer alters the goods sold hereunder or combines them with other component parts for resale , Buyer agrees to indemnify Seller and hold Seller harmless from all losses, costs, and expenses, including attorney's fees, resulting from claims that are based on such combination.

16. Changes by Buyer. It is understood that the prices herein are subject to adjustment by Seller in case of changes by Buyer in specifications, quantities, or delivery requirements after our acknowledgement of Buyer's order. It is further understood that all warranties, limitations of liability, disclaimers and indemnity agreements as contained in Paragraphs 7, 10 and 15 herein together with all other paragraphs hereof shall apply to all goods covered by any change by Buyer and that no modification or rescission of an such warranty, limitation or liability for damages, disclaimers, or indemnity agreements shall be binding on Seller unless Seller expressly agrees in writing.

17. Export Controls. Buyer acknowledges that all shipments by Seller are or may be subject to restrictions and limitations imposed by United States export controls, trade regulations and trade sanctions.  Buyer at all times will comply with such sanctions, controls and regulations and will cause compliance with such sanctions, controls and regulations in its use and disposition of the Products.  With respect to each Product shipment, Buyer will obtain and supply to Seller in writing all information required by Seller to obtain any U.S. export license, permit, approval or documentation applicable to such shipment.  Notwithstanding any contrary provision in these Sales Terms, Seller will have no obligation to make any shipment to Buyer until Seller has received all such information and has obtained the applicable licenses, permits, approvals or documentation for shipment, if any.  If Seller learns, or has reasonable cause to believe, or if any branch or agency of the government of the United States claims, that a violation of any applicable trade sanctions, export controls or trade regulations has occurred or is likely to occur because of any shipment, Seller may, in addition to any other remedy it may have, suspend all shipments to Buyer until: (a) Seller is satisfied that such violation did not occur or has ceased to occur, or (b) such claim is withdrawn or otherwise resolved in favor of Seller.  Neither Buyer, nor its employees, agents, subcontractors, officers or representatives, shall cause or permit any of the Products to be shipped to any recipient in any country for which a validated export license is required by the United States, or to which shipment is prohibited under trade regulations or trade sanctions of the United States.  It shall be the duty of Buyer to inform itself in detail of such export controls, trade regulations and trade sanctions.  Buyer will not cause or permit any Buyer reseller, customer or user in other parts of the world to receive Products until all necessary import and/or export approvals and clearances have been obtained, and until all United States export controls, trade regulations or trade sanctions applicable to such shipments have been fully complied with.   Buyer will indemnify and will hold Seller harmless from and against any claim, loss or liability arising out of any breach of the foregoing covenants contained in this section.  Buyer represents and warrants that Buyer is not a Person described or designated as a Blocked Person pursuant to Section 1 of Executive Order No. 13,224 of September 24, 2001, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism, (31 CFR part 595), as amended, and Customer does not engage in any dealings or transactions with any such person.

18. Termination.

A. As to contracts to design and develop a special product to meet a Buyer's requirements, Seller reserves the right, without any liability whatsoever, to terminate its obligations hereunder if, in Seller's bona fide judgment, the product to be developed or designed will not serve the purposes or requirements designated by Buyer.

B. Buyer may cancel this order, in whole or in part, upon written notice to Seller and upon payment of cancellation charges, which shall be the sum of (1) the specified price of the order of all goods that that have been delivered and not previously paid for, plus (2) the actual cost incurred by Seller that is properly allocable to the goods not delivered at the time of notice of cancellation, including, without limitation, the cost of special components and materials purchased for use in producing such goods, plus (3) the profit including reasonable overhead, that Seller would have made from full performance by Buyer, and (4) the costs of engineering and testing prototypes.

19. Interpretation. Rights and liabilities arising out of any contract with Seller, including these Terms and Conditions, shall be determined under the Uniform Commercial Code as enacted in Connecticut.

20. Delay or Non-delivery. Seller shall not be liable for or deemed to be in default by reason of any failure to deliver the Products, or any delay in delivery due to any preference, priority, allocation or allotment order issued by any governmental body or any other cause beyond its control, including, but not limited to, acts of God or a public enemy, terrorism, acts of the government, fires, floods, epidemics, quarantine or travel restrictions, strikes, lockouts, inability to obtain materials or shipping space on terms deemed reasonably acceptable by Seller, delays of carriers or suppliers, freight embargoes, unusually severe weather conditions and delays of any subcontractor.  In addition, Seller shall be so excused in the event it is unable to acquire from its usual sources and on terms it deems to be reasonable, any material necessary for manufacturing or acquiring the Products.

21. Procedure Upon Impracticability. When Seller is excused from performance as set forth in Paragraph 18 or of the Uniform Commercial Code, Buyer shall have only those rights conferred by Sections 2-615 and 2-616 of the Uniform Commercial Code as incorporated by the Statutes of the State of Connecticut.

22. Assignment and Transfer. After acceptance, this proposal may not be assigned or transferred by Buyer without written approval of the Seller.

23. Non-Waiver/Severability. The failure of Seller to insist upon strict adherence to any provision of these Terms and Conditions on any occasion shall not be considered a waiver of Seller’s right to insist upon strict adherence to such provision on any other occasion or to any other provision of these Terms and Conditions in any instance. Any waiver shall be in writing signed by a duly authorized representative of Seller. If one or more provisions of these Terms and Conditions is found by an arbitrator or court of competent jurisdiction to be illegal, invalid or unenforceable in whole or in part, the remaining terms hereof shall remain in full force and effect disregarding such illegal, invalid or unenforceable portion and such arbitrator or court shall be empowered to modify, if possible, such unenforceable provision to the extent necessary to make such provision enforceable in accordance with the intent and purposes of the parties expressed herein to the fullest extent permitted by applicable law.

24. Arbitration. Seller, in its sole discretion, may demand that one or more issues arising under these Terms and Conditions that Seller specifically designates in writing be determined by arbitration conducted pursuant to the rules and regulations of the American Arbitration Association. The remedy of arbitration shall be in addition to, and not in derogation of other remedies available to Seller. Unless Seller otherwise designates in writing, the arbitration proceedings shall be conducted in Hartford County, Hartford, Connecticut.

25. Title and Risk of Loss. Title to materials sold shall remain with Seller until such materials are paid for in full. Buyer shall bear the risk of loss and damage from the time the materials are delivered to a carrier at the shipping point, whether or not the freight is prepaid.

REV: Effective December 1, 2021, for product shipment dates commencing December 1, 2021.

THE ABOVE TERMS AND CONDITIONS INCLUDING THE WARRANTY OR WARRANTIES ARE PRESENTLY IN FORCE.  THEY DO NOT APPLY IN ALL CIRCUMSTANCES.  FURTHERMORE, CARLING TECHNOLOGIES RESERVES THE RIGHT, WITHOUT NOTICE, TO REVISE, AMEND OR OTHERWISE CHANGE ALL OR PART OF ITS TERMS AND CONDITIONS, INCLUDING ITS WARRANTY POLICIES.

QAF-001 12/01/2021