CPS Coilcraft Terms & Conditions (US)
The Terms & Conditions contained herein constitute the agreement between the buyer and Coilcraft's US sales office. The agreement is limited to the Terms & Conditions and any different or additional terms proposed by the buyer are expressly rejected unless assented to in writing. International versions of this document may differ in order to meet local requirements; contact your local sales office for specific details.
1. Minimum Order
There is no minimum order requirement for standard products. Minimum order quantity may apply to custom made parts and/or critical products and services (CPS) components.
Price quotes are firm for a period of thirty (30) days following the date of the quotation. 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. Unless otherwise quoted by Coilcraft, all prices are FCA Seller’s Premises Incoterms 2010. Customer shall reimburse Coilcraft for all costs and expenses, including attorneys’ fees and court costs, incurred in collecting any amounts due. Prices and availability of merchandise are subject to change without notice.
3. Terms of Payment
Purchase orders are accepted upon credit approval. Coilcraft standard terms are net thirty (30) days subject to credit approval.
4. Order Changes and Cancellations
If the buyer changes the purchase order, any specifications or drawings, then such changes may be subject to an equitable adjustment in the performance schedule or the purchase price. All order changes and cancellation requests must be submitted in writing to Coilcraft’s Customer Service Department. Cancellations may be subject to a cancellation charge. Customer shall at all times cooperate with Coilcraft and furnish any information requested by Coilcraft within a reasonable time after any request. Custom made parts and/or CPS components are non-cancelable and non-returnable.
Coilcraft standard products can be returned within thirty (30) days of receipt of product by contacting Customer Service Department for a Return Material Authorization (RMA). Returned merchandise must be in original packaging and conform to minimum package requirements. Returned merchandise may be subject to a restocking fee. Custom made parts and/or CPS components are non-cancelable and non-returnable.
6. High Risk 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 application 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.
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. 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 the only warranty extended to customer only and not to any successive buyers, users, third parties, or employees and is in lieu of all other warranties of merchantability and fitness for particular purpose. 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.
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, US, 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. Limited Liability
Coilcraft is not liable for any incidental, special or consequential damages arising from the issuance of purchase orders, nor from the non-delivery or late delivery of goods ordered, nor from damages or loss arising from the supply of, or the buyer’s use of our products, or any services performed by Coilcraft. Coilcraft’s liability is expressly limited to, and in no event shall exceed the value of the goods ordered , or the services performed.
10. Force Majeure
Coilcraft shall not be liable for any loss, damages, or delays in delivery resulting, in whole or in part, from acts of God or of the public enemy, acts of any Government authorities, fires, floods, epidemics, strikes, shortages, retooling, delay of carrier, or any other circumstance beyond the control of Coilcraft in the conduct of business.
11. Title and Delivery
Delivery of goods to a carrier by Coilcraft FCA Seller’s Premises Incoterms 2010, 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.
12. 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 for such customer 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.
Coilcraft and its agents and employees are under no obligation whatsoever to treat as confidential any disclosure made to Coilcraft in connection with this or other transactions with Coilcraft. Any information disclosed by Coilcraft is private and should not be disclosed to others without Coilcraft’s approval.
14. Patent Indemnity
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 may 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 14 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. 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.
15. Applicable Law
These Terms and Conditions of sale shall be construed in accordance with the law of the State of Illinois.
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.
17. 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.
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.
19. 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.
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.
21. Testing Services
Purchaser agrees that Coilcraft’s obligation to perform services and report fully the results in accordance with the agreed upon test specifications. Coilcraft will not render any opinions regarding the tested items or the suitability or safety of the items for any intended purpose.
Coilcraft’s liability regarding the requested test services, including liability for any loss of, or damage incurred to materials supplied to Coilcraft by Purchaser in the performance of, or as a result of the testing handling shall be limited to the cost of the testing services to be provided specified in the Purchaser’s order. Purchaser agrees to indemnify Coilcraft against any liability regarding any claim or the cost of defending any claim that may be brought against Coilcraft by any third party relating to the requested services. Coilcraft shall not be liable for damages or expenses, direct or indirect, special, consequential, exemplary or compensatory including but not limited to loss of profits except to the extent otherwise herein provided.
Coilcraft may, under certain circumstances, subcontract testing to an outside laboratory.
Where applicable, partial tooling and set-ups quoted and made by Coilcraft are designated as Coilcraft ‘s proprietary processes, equipment or documentation and will not be released. Except as otherwise agreed in writing by the Parties, all right, title and interest to fixtures, special tooling, drawings, designs and other data is and shall remain the property of Coilcraft. Coilcraft may dispose of any fixtures, special tooling or drawings which are the property of the Purchaser and are left unclaimed for thirty (30) days from the date of written notification by Coilcraft to Purchaser.
Purchaser represents that it has authorization to release to Coilcraft any confidential information of any third party required to conduct the requested testing and will indemnify and hold harmless Coilcraft against any third party claims regarding Coilcraft’s possession and/or use of such confidential information.
22. Export Compliance
Coilcraft fully complies, and expects our customers to comply, with all U.S. export control regulations, including the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations (EAR).”
As a Term of Sale, Coilcraft requires its customers to use reasonable efforts to cooperate with, and assist, Coilcraft in the correct identification and classification of items provided by the customer or manufactured to customer’s requirements, designs and/or specifications, which may be subject to U.S. export control regulations. If the customer cannot, or will not, make commonly reasonable efforts to assist Coilcraft in the correct identification or classification of items relative to U.S. export control regulations, then the customer hereby indemnifies and holds harmless Coilcraft from any resulting violation and/or penalties which may arise from the inaccurate classification of items and any resulting exports of such items which occurs.
Coilcraft will not export controlled items without documented proof of a license or agreement from the appropriate U.S. governmental authority, and will follow all terms, conditions and provisos on such license or agreement as a condition of exporting and engaging in business with its customers.
Coilcraft shall not be liable in any way to customers or third parties for delays caused by licensing issues to the extent such licensing issues arise out of customer’s failure to cooperate with and assist Coilcraft in its efforts to accurately classify items provided by the customer or manufactured to the customer’s requirements, designs and/or specifications.
The customer will also ensure that all company personnel who represent the customer in a meeting with or visit to Coilcraft will identify their citizenship/nationality. In the event Coilcraft informs customer that export controlled items will be involved or accessible on a site visit to Coilcraft’s facility or during a meeting or customer otherwise knows that export controlled items will be involved or accessible on a site visit to Coilcraft’s facility or meeting, customer will only send personnel on such a site visit who are authorized by the U.S. export regulations to receive and work with export controlled items.