1. Prices.
(a) Prices are firm for a period of thirty (30) days following the date of the quotation. Standard terms are net thirty (30) days subject to credit approval.
(b) The prices do not include any applicable governmental taxes or other charges. Customer shall pay any of these taxes or other charges, together with penalties and expenses, if any, upon receipt of an invoice from Coilcraft. In lieu of a payment of these taxes, Customer shall provide Coilcraft with a tax exemption certificate acceptable to the taxing authorities.
(c) Unless otherwise quoted by Coilcraft, all prices are F.O.B. Coilcraft’s plant of manufacturer.
(d) Customer shall reimburse Coilcraft for all costs and expenses, including attorneys’ fees and court costs, incurred in collecting any amounts due.
2. Completion – Delivery.
(a) The proposed delivery date and performance schedule stated in the quotation is a best estimate at the time of quotation and is not binding on Coilcraft.
(b) Coilcraft shall have no liability to customers or any third party for any loss, damage, or expense from any delay or failure of performance due to any cause beyond the control of Coilcraft, including, but not limited to, fire, strike, accident, war conditions, government regulation or restriction, shortages in transportation, power, labor, or material, freight embargo, riot or civil commotion, default of the supplier, or prohibitions or events which render performance difficult or impossible.
(c) Upon giving notice to a customer of a delay in accordance with the Illinois Uniform Commercial Code, Coilcraft shall allocate all goods produced by Coilcraft among the then customers of Coilcraft in proportion to the contracts then received.
3. Title and Deliver.
Delivery of goods to a carrier by Coilcraft F.O.B. Coilcraft’s plant of manufacture, consigned to Customer or its order, as Customer may direct, shall be complete delivery to Customer as well as transfer to Customer of title, ownership, and possession of and to the goods. Customer assumes risk of loss, damage, or shortage in transit and shall be responsible for pursuing all claims with the carrier or carrier’s insurer. Customer shall provide Coilcraft with written notice of any shortage, loss, or damage within five (5) days of receipt of goods.
4. Cooperation, Changes, or Cancellations
(a) Customer shall at all times cooperate with Coilcraft and furnish any specifications, drawings, or information requested by Coilcraft within a reasonable time after any request. Coilcraft and its agents and employees are under no obligation whatsoever to treat as confidential any disclosure made by Coilcraft in connection with this or other transactions with Coilcraft.
(b) Customer shall not countermand, cancel, or change the order or cause the work or shipment to be delayed or stopped except with the consent of, and upon the terms agreed to by, Coilcraft.
5. Performance by Coilcraft.
In the event of any proceedings filed by or against Customer, voluntary or involuntary, in bankruptcy or insolvency, or for appointment of a receiver or trustee, or an assignee for the benefit of creditors, Coilcraft shall have the right to discontinue work on the order and receive full reimbursement for all costs incurred plus a reasonable profit. If Coilcraft, in its sole discretion, in good faith, is insecure as to customer’s payment or performance, it may refuse to perform until it receives adequate assurances of customer’s payment or performance.
6. Medical Applications.
Coilcraft goods are not recommended for use in medical, or other high risk applications, where a failure or malfunction of the component may directly cause injury or loss of life. The user of Coilcraft goods, in any such applications, assumes all risks and liability of such use and agrees to hold Coilcraft harmless against all damages unless such application is authorized in writing by Coilcraft. Please contact Coilcraft prior to any intended use of Coilcraft’s goods in an application that requires extremely high reliability.
7. Warranty.
For a period of one year from the date of shipment, Coilcraft warrants that the goods manufactured by it shall be free from defects in material, workmanship, and design.
(a) NOTWITHSTANDING ANY PROVISION OF THESE TERMS AND CONDITIONS, THE WARRANTY CONTAINED IN THIS PARAGRAPH, AS LIMITED IN IT, IS THE ONLY WARRANTY EXTENDED BY COILCRAFT IN CONNECTION WITH ANY SALE BY IT AND IS EXTENDED TO CUSTOMER ONLY AND NOT TO ANY SUCCESSIVE BUYERS, USERS, THIRD PARTIES, OR EMPOYEES AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
(b) Coilcraft offers its technical advice as a convenience to its Customers and Coilcraft strives to provide useful information regarding Coilcraft’s parts. COILCRAFT DOES NOT GUARANTEE THAT ANY INFORMATION OR RECOMMENDATION PROVIDED IS COMPLETE, OR CORRECT, AND COILCRAFT SHALL HAVE NO RESPONSIBILITY OR LIABILITY IN CONNECTION WITH ANY INFORMATION OR RECOMMENDATION PROVIDED, OR THE CUSTOMER’S RELIANCE ON SUCH INFORMATION OR RECOMMENDATION. THE CUSTOMER IS SOLELY RESPONSIBLE FOR ANALYZING AND DETERMINING THE APPROPRIATENESS OF ANY INFORMATION OR RECOMMENDATION PROVIDED BY COILCRAFT, AND ANY RELIANCE ON SUCH INFORMATION OR RECOMMENDATION IS AT THE CUSTOMER’S SOLE RISK AND DISCRETION. ACCORDINGLY, THE CUSTOMER SHALL RELEASE AND HOLD COILCRAFT HARMLESS FROM AND AGAINST ANY AND ALL LOSS, LIABILITY, AND DAMAGE INCURRED BY THE CUSTOMER OR ANY THIRD PARTY AS A RESULT OF ANY INFORMATION OR RECOMMENDATION PROVIDED TO THE CUSTOMER OR THE CUSTOMER’S RELIANCE ON SUCH INFORMATION OR RECOMMENDATION.
8. Remedies.
Coilcraft’s obligations under these Terms and Conditions upon breach of warranty or other provision shall be limited, at Coilcraft’s election, to the repair or replacement of goods or the crediting to the Customer of an amount not to exceed the purchase price of the goods. If notice of a breach of warranty is given by Customer, Coilcraft shall be obligated only to repair, replace, or credit the purchase price for goods which examination by Coilcraft or its representatives shall disclose to have been defective under ordinary and normal use. Written notice of any defect shall be given by Customer to Coilcraft at 1102 Silver Lake Road, Cary, Illinois, within thirty (30) days after the defect appears. No allowance shall be made for any expenses incurred by Customer in repairing defective goods except on the written consent of Coilcraft. In any case, if Coilcraft agrees to replace or repair a defective good, Customer shall have the responsibility and bear the cost for and related to procuring and providing all necessary dismantling, reassembling, and handling facilities in connection with these services.
9. Limitation of Damages.
In no event shall Coilcraft have any liability whatsoever for payment of any consequential, incidental, indirect, special, or tort damages of any kind, including, but not limited to, any loss of profits.
10. Patents.
(a) Coilcraft will defend and save Customer harmless from and against any loss or expense caused by any claimed infringement of any United States patent arising out of the purchase, sale, or use of goods designed and manufactured by Coilcraft in the event Customer gives Coilcraft prompt, written notice of any claim of infringement and complete authority in defending against it. Notwithstanding Coilcraft’s indemnity, Customer releases any claims Customer my have at any time against Coilcraft for consequential damages or loss of profits to Customer resulting from any suit regarding the use of Coilcraft’s goods. Customer shall give Coilcraft any reasonable assistance in defense of any claimed infringement as it shall be able to give and shall not charge Coilcraft for the costs of that assistance. If the goods designed and manufactured by Coilcraft are held to infringe any United States patent and the use is enjoined, Coilcraft shall, at its own expense, in lieu of all other liability, either procure for Customer the right to continue using the goods, replace the goods with noninfringing goods, modify the goods so as to become noninfringing, or return the purchase price. NOTWITHSTANDING ANYTHING IN THESE TERMS AND CONDITIONS TO THE CONTRARY, COILCRAFT’S LIABILITY UNDER THIS PARAGRAPH 12 SHALL BE LIMITED TO THE PURCHASE PRICE AND THE TRANSPORTATION AND INSTALLATION COSTS OF THE GOODS. Coilcraft grants no license express or implied other than the right of Customer to use the goods in the form delivered by Coilcraft.
(b) Customer will defend, protect, and save Coilcraft harmless from and against any loss or expense incident to any claimed infringement of any United States patent arising out of the manufacture, service, or sale of goods which are manufactured by Coilcraft to Customer’s design or specification or specially designed by Coilcraft to meet Customer’s requirements.
11. Applicable Law.
These Terms and Conditions of sale shall be construed in accordance with the law of the State of Illinois.
12. Successors.
Coilcraft’s quotation and these Terms and Conditions shall inure to the benefit of, and be binding upon, the successors of the parties to them.
13. Limitation on Action.
Any action or suit against Coilcraft arising in any way from the quotation or with respect to the goods must be commenced within one (1) year after the cause of action has accrued.
14. Severability.
The invalidity of any segment of these Terms and Conditions shall in no way operate to invalidate any other portion and, except for the invalid segment, the entire balance of these Terms and Conditions shall be and remain in full force and effect.
15. Whole Agreement.
All previous oral and written communications of the parties for the sale of goods are abrogated. The parties agree that there are no other agreements or warranties, except as contained in these Terms and Conditions and the accompanying quotation. These Terms and Conditions and the accompanying quotation are the final, complete, and exclusive expression of the parties’ agreement.
16. Wavier.
No waiver of performance required by Customer shall be valid unless in writing signed by a duly authorized officer of Coilcraft. No waiver of a specific action shall be construed as a waiver of future performance.