INTEGRA TECHNOLOGIES STANDARD PRODUCTS
For more information contact: John Baima, (316) 630-6816
TERMS AND CONDITIONS OF SALE
1. In the absence of prior agreement as to shipping, Integra may select a carrier. Integra's responsibility for any loss or damage ends, and title passes, when products are delivered to the carrier, to customer, or to customer's agent (including, without limitation, any test house or value added service provider), whichever occurs first. Customer will pay for storage charges if Integra holds products at customer's request pending instructions or rescheduled delivery.
2. Integra warrants those products assembled or customized by it against defects caused solely by faulty assembly or customization for 60 days after delivery. All other products, and the components and materials utilized in any assembled or customized products, are covered by, and subject to, the terms, conditions, and limitations of the manufacturer's standard warranty, which warranty is expressly in lieu of any other warranty, express or implied, of or by Integra or the manufacturer. Customer's exclusive remedy, if any, under these warranties is limited, at Integra's election, to any one of (a) refund of customer's purchase price, (b) repair by Integra or the manufacturer of any products found to be defective, or (c) replacement of any such product. Customer acknowledges that except as specifically set forth or referenced in this paragraph, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, IN ADVERTISING MATERIALS, BROCHURES, OR OTHER DESCRIPTIVE LITERATURE) BY Integra OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AS TO THE CONDITION OR PERFORMANCE OF ANY PRODUCTS, THEIR MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. Integra ASSUMES NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR MANUFACTURER'S PRODUCT SPECIFICATIONS OR THE PERFORMANCE OR ADEQUACY OF ANY DESIGN OR SPECIFICATION PROVIDED TO Integra BY OR ON BEHALF OF CUSTOMER. Use of the customer's part number on any document or on any products is for convenience only and does not constitute any representation by Integra with respect to the performance, specifications, or fitness of any part for any purpose.
3. Products are deemed accepted by customer unless customer notifies Integra in writing within 10 days of delivery of product shortages, damage or defect. No returns may be made for any reason without a Return Authorization Form issued by Integra. If customer refuses to accept tender or delivery of any products or returns any products without authorization from Integra, such products will be held by Integra awaiting customer's instruction for 20 days, after which Integra may deem the products abandoned and dispose of them as it sees fit, without crediting customer's account.
4. Integra will not be liable for any failure or delay in its performance or in the delivery or shipment of products, or for any damages suffered by customer by reason of such failure or delay, when such failure or delay is caused by, or arises in connection with, any fire, flood, accident, riot, earthquake, severe weather, war, governmental interference or embargo, strike, shortage of labor, fuel, power, materials or supplies, delay in delivery by Integra's suppliers or any other cause or causes beyond Integra's reasonable control. Integra reserves the right to cancel without liability any order, the shipment of which is or may be delayed for more than 30 days by reason of any such cause. Integra reserves the right to allocate in its sole discretion among customers or potential customers, or defer or delay the shipment of, any product which is in short supply.
5. This document, and not any purchase order or other customer document (which, if construed to be an offer is hereby rejected), will be deemed an offer or counter offer and is a rejection of any other terms or conditions. Customer, by accepting any products, making any payments or ordering any products having previously received these terms and conditions, will be deemed to have assented to these terms and conditions, notwithstanding any terms contained in any prior or later communication from customer and whether or not Integra will specifically or expressly object to any of customer's terms. Integra's failure to object to any document, communication or act of customer will not be deemed a waiver of any of these terms and conditions. Any addition or change to these terms and conditions must be specifically agreed to in writing by a duly authorized officer of Integra before becoming binding on Integra.
6. If customer's order is placed under a contract with the United States Government, Integra agrees to comply only with those contract provisions and regulations with which, pursuant to law, it must comply and of which customer has, at the time of order placement, placed Integra on written notice. In no event will United States Government Cost Accounting Standards apply. All rights in technical data and software owned or licensed by Integra or the manufacturer are hereby reserved and deemed restricted or limited. Unless specifically otherwise agreed in writing by Integra, customer acknowledges that products sold by Integra are not intended for and will not be used in life support systems, human implantation, nuclear facilities or systems or any other application where product failure could lead to loss of life or catastrophic property damage. Customer will indemnify and hold Integra harmless from any loss, cost or damage resulting from customer's breach of the provisions of this paragraph.
7. Products may be subject to export or resale restriction or regulation, and customer acknowledges that it will comply with such restrictions and regulations. Any statement as to product country of origin, Export Control Classification Number, or compliance with applicable law (including, without limitation, that products are lead-free or RoHS compliant) is as provided to Integra by its suppliers, and Integra does not warrant its accuracy and will not be liable for any error with regard to same. Customer uses such information at its own risk.
8. Except for the warranty coverage referenced in paragraph 3, above, NEITHER Integra NOR ITS SUPPLIERS WILL HAVE ANY LIABILITY OR OBLIGATION TO CUSTOMER OR ANY OTHER PERSON FOR ANY CLAIM, LOSS, DAMAGE, OR EXPENSE CAUSED IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY THE INADEQUACY OF ANY PRODUCTS FOR ANY PURPOSE, BY ANY DEFICIENCY OR DEFECT IN ANY PRODUCT (WHETHER OR NOT COVERED BY ANY WARRANTY), BY THE USE OR PERFORMANCE OF ANY PRODUCTS OR BY ANY FAILURE OR DELAY IN Integra'S PERFORMANCE HEREUNDER, OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY OR LOSS OF BUSINESS OR PROFIT, WHETHER OR NOT CUSTOMER WILL HAVE INFORMED Integra OF THE POSSIBILITY OR LIKELIHOOD OF ANY SUCH DAMAGES.
9. The performance of any value added service may void the manufacturer's warranty and render products non returnable. Orders incorporating such services are, accordingly, non cancelable and the products are non returnable. Any third party value added service provider is deemed to be an agent of customer.
10. Any software or other intellectual property included in or relating to products is supplied by its manufacturer or licensor. Integra makes no representation or warranty with respect thereto and will have no liability in connection therewith. Customer agrees to comply with all requirements with regard to proprietary and similar rights in and to any intellectual property (including any requirement to enter into a separate license agreement and prohibitions against duplicating or disclosing the same), even if Integra has broken the seal on any "shrink wrapped" software. If Customer provides Integra with any intellectual property, Customer warrants that it has all necessary legal rights to such property. Customer will indemnify Integra against and hold it harmless from any and all liability, cost or expense arising from a breach or purported breach of the requirements described in this section.
11. No order or Customer obligation may be cancelled, rescheduled, reconfigured, or assigned without Integra's prior written authorization and, in such event, customer will be liable to Integra for any additional costs and expenses incurred by Integra. Prices are subject to change by Integra upon customer rescheduling or reconfiguration of orders. Prices are also subject to change in response to supplier price increases or if a price has been quoted in error, whereupon, customer may cancel the undelivered portion of any affected order by delivering written notice to Integra prior to the shipment thereof and within 10 days of its receipt of notice of the price increase.
12. Product is NCNR, customer will assume ownership of material at placement of order and assume all financial liability for the material.