Terms and Conditions of Sale

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1. Acceptance of Purchase Order

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a. Acceptance

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Acceptance of purchase orders by APF Holdings of NY, Inc. (hereafter referred to as "the Seller") does not signify acceptance of any terms and conditions that conflict with those outlined herein, unless the Seller specifically acknowledges such acceptance in writing. Each purchase order must, at a minimum, specify a purchase order number, the addresses for billing and shipping, the method of shipment, a contact name, and a phone number.

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b. Acceptance of Buyer Furnished Documents and Hardware

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All specifications, drawings, artwork, and related materials delivered to the Seller under this order must be complete and detailed enough to facilitate design and/or production. The Seller assumes no responsibility for Buyer-supplied specifications, drawings, artwork, and similar materials that do not meet the necessary design or performance requirements. The Seller reserves the right to review all such documents to determine their adequacy and compliance with this provision.

 

c. Change Order Instructions

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Prices quoted are based on the Seller having the freedom to design and manufacture the order in the most efficient and economical manner. Any order instructions such as engineering changes, hold orders, or changes to delivery schedules that increase the Seller’s costs may result in price increases or additional charges. Special conditions require written consent from the Seller. The Seller will provide written notification to the Buyer regarding any such price increases or additional charges.

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2. Shipments

 

a. Shipments

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All shipments, deliveries, payment terms, and work performance are subject to the Seller’s approval. The Seller may, at any time, decline to ship, deliver, or perform any work except upon receipt of payment, security, or on terms satisfactory to the Seller. Stated delivery dates are estimates only. Delays or defaults on any installment do not relieve the Buyer of their obligation to pay for remaining deliveries. The Buyer must make claims for shortages within 10 days of delivery.

 

b. Method of Shipping and Shipping Costs

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Unless otherwise specified by the Buyer, the Seller reserves the right to determine the method of shipment. The Buyer is responsible for all shipping costs. All shipments are made FOB Seller’s manufacturing plant in Hauppauge, NY, and are at the Buyer’s risk. If the Buyer requests insurance, it will be provided at the Buyer’s expense.

 

c. Time Frame of Shipping

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Unless otherwise agreed upon in writing, items scheduled for shipment cannot be revised, rescheduled, or terminated within 30 days prior to shipment. Custom products are not subject to rescheduling or termination.

 

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3. Prices

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a. Prices

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All prices quoted by the Seller are net prices and do not include applicable taxes. The Buyer is responsible for paying any taxes on items sold. List prices may change without notice. Payment terms are specified in the quotation.

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4. Special Orders

 

a. Special Orders

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Non-standard or reconfigured items are not cancelable or returnable.

 

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5. Returns

 

a. Returns

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The Buyer must inspect all goods upon receipt. Claims for defective material, workmanship, shortages, or any other issues must be made in writing and received by the Seller within ten (10) days of receipt. The Seller will not accept returned merchandise without a Return Material Authorization (RMA) issued by the customer service department. All returns must be properly packaged and boxed to prevent damage. Any freight damage, signs of usage, or missing parts will result in adjustments to the credit issued. Returns are subject to a minimum 25% restocking charge, and the Buyer is responsible for all freight charges. The restocking charge must be paid within thirty days. All merchandise must be returned within ten (10) days from the date of the RMA to receive credit.

 

b. Credits

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The Seller does not issue refund checks for material returned for credit. Credits will be applied toward future orders only.

 

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6. Reschedule/Cancellation

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All orders placed with the Seller are subject to cancellation charges. Cancellation for default is not effective unless the Seller fails to correct the alleged default within 45 days after receiving written notice from the Buyer.

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7. Limited Warranty

 

a. Warranty

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The Seller warrants to the original Buyer that each item will be free from defects in material and workmanship for a period of one (1) year from the date of shipment. The Seller’s obligation, and the Buyer’s sole remedy, is limited to adjustment, repair, or replacement of parts that are promptly reported by the Buyer as defective and confirmed as such by the Seller upon inspection. Replacement parts become the property of the Seller on an exchange basis. This warranty does not apply if adjustment, repair, or parts replacement is required due to accident, neglect, misuse, failure of environmental controls, transportation damage, or causes other than normal use. Batteries are warranted for 30 days from the date of shipment.

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b. Warranty Service Procedure

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If a defect impairs unit performance during the warranty period, the Seller will, at its discretion, repair or replace the unit or defective components F.O.B. Seller at 99 Marcus Blvd., Hauppauge, NY 11788, or at another designated Seller service facility. The original Buyer must notify the Seller at the provided address or by telephone at 631.244.3620 and describe the defect or performance issue. The Seller will then issue a Return Material Authorization (RMA) number, which must accompany the returned equipment. Equipment must be shipped to the Seller prepaid; collect shipments will not be accepted.

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c. Warranty Limitations

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The Seller is not obligated to provide warranty service if the unit’s case has been opened or if unauthorized repairs have been performed. Any service outside the warranty scope must be paid for by the Buyer at the Seller’s rates in effect at the time of repair. The Seller will not perform repairs outside of warranty without written authorization from the Buyer. For warranty repairs, the Seller will ship the unit back to the Buyer prepaid by a method chosen solely by the Seller. If the Buyer requests a different shipping method, the additional expense is the Buyer’s responsibility.

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d. Equipment Management

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The Seller maintains exclusive management and control of equipment use. The Buyer is responsible for proper installation, use, management, and supervision of the equipment. The Seller is not liable for personal injury or property damage.

 

e. Warranty Disclaimer and Limitation of Liability

 

These warranties replace all other expressed or implied warranties, including, without limitation, warranties of merchantability and fitness for purpose. In no event is the Seller liable for loss of profits, loss of use, or any indirect, consequential, or incidental damage. The Buyer agrees that the Seller is not liable for any damages resulting from the Buyer’s failure to fulfill their responsibilities as set forth herein.

 

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8. Other Terms

 

a. Venue

 

This contract is governed and construed according to the laws of the State of New York.

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b. Rights

 

If either party fails to fulfil any term of this contract and the other party does not enforce that term, it does not waive or prevent the right to enforce that term on any other occasion.

 

c. Change in Schedule or Requirements

 

For changes in schedule, engineering, change-orders, or other special requirements, additional terms may apply.

 

d. Litigation

 

In the event of litigation, including appellate proceedings arising from any breach of this contract, the prevailing party is entitled to recover reasonable attorney’s fees, court costs, and interest at 1.5% per month on any unpaid balance.

 

e. Assignability

 

This contract may not be assigned without the express written consent of the affected party and is binding on heirs, successors, and, where applicable, assigns. The Seller reserves the right to assign, with written notice to the Buyer, any or all rights and/or obligations to any Seller subsidiary or authorized distributor without the Buyer’s prior consent.

 

f. Acts of Nature

 

The Seller is not liable for failure to perform any obligations during periods delayed by fire, flood, war, embargo, strike, hurricane, tornado, earthquake, riot, labor disputes, material shortages, transportation delays, governmental intervention, or any other unforeseen circumstances.

 

g. Indemnification

 

The Buyer agrees to indemnify, defend, and hold the Seller harmless from any liability or damage resulting from claims of patent infringement based on artwork or schematics supplied by the Buyer or PCBs requested or supplied by the Buyer. The Buyer will defend such actions at its own expense and pay all costs and damages awarded.

 

h. Entire Agreement

 

This document is intended as the complete and final expression of the agreement regarding the terms included herein. No oral or external evidence may alter or modify the agreement except in writing, signed by both parties. This agreement supersedes all prior proposals, offers, and communications—oral or written—relating to the subject matter.

 

i. Use Restrictions

 

The Seller’s products are not authorized for use in life support devices, systems, or other applications posing significant risk of personal injury. The Buyer represents and warrants that the products purchased will not be used in such unauthorized applications.

 

j. Confidential Information

 

All drawings, diagrams, specifications, and other materials furnished by the Seller and marked as confidential, relating to the use and service of supplied articles, are proprietary to the Seller. The Buyer may not reproduce or distribute such materials except to employees who use the articles as part of their duties. All such materials must be treated as confidential unless they become public domain or are disclosed under judicial or government action. The Buyer must exercise reasonable care to maintain their confidentiality.

 

k. Government Contract Conditions

 

If the Buyer’s purchase order includes a U.S. Government contract number and orders products for use in performing that contract, applicable U.S. Government procurement regulations required by federal statute to be included in subcontracts are incorporated here by reference.

 

l. Limitation of Liability

 

No action may be brought for any breach of this order or contract more than one year after the cause of action accrues.