Delta Electronics Manufacturing Corporation
Terms and Conditions of Sale
Revision A, 10-03-2024

Please read these Terms and Conditions of Sale (this “Agreement”) carefully. All product quotes, sales orders, purchase orders, and other product orders initiated by or for you (“Buyer”), whether or not accepted by Delta Electronics Manufacturing Corp. (“Seller”), are made expressly subject to this Agreement.

1. SCOPE

The Terms and Conditions of Sale contained herein apply to all product quotes, sales orders, purchase orders, and other product orders initiated by or for the Buyer with the Seller. By requesting a product quote, initiating a purchase order, or accessing our website at https://www.deltarf.com (the “Site”), you agree to be bound by the terms of this Agreement and to any additional rules and guidelines that we may post on the Site. We may make changes to this Agreement (and to any such additional rules and guidelines) from time to time; we may notify you of such changes by any reasonable means, including by posting the revised version of this Agreement on the Site. You can determine when we last changed these Terms and Conditions of Sale by referring to the “LAST UPDATED” legend above. In the event this Agreement conflicts with the terms affixed to the form or order blank and/or specified by the Buyer, this Agreement shall govern and control. Any proposed changes in the Terms and Conditions of Sale contained herein must specifically be agreed to in writing by an authorized officer of the Seller before becoming binding on the Seller. This Agreement shall be applicable whether or not it is attached to or enclosed with the products sold or to be sold.

2. QUOTATION

Quoted prices are open for acceptance by the Buyer for a period of thirty (30) days from the date of quotation. Unless otherwise stated, prices are subject to change, including, without limitation, by reason of changes in foreign exchange rates, precious metal prices, purchase or sales tax, custom tariffs, and other direct taxes that occur between the date of quotation and the date of shipment.

3. ORDERS

All orders are subject to final acceptance by the Seller. The Seller reserves the right to accept or to reject any order from any Buyer, in whole or in part. The Seller reserves the right (without prejudice to any other remedy) to cancel any uncompleted order, or to suspend delivery in the event any of the Buyer’s obligations to the Seller are not being complied with or in the event of any act or omission on the part of the Buyer that delays the Seller’s performance. On the cancellation of any order, the Buyer shall indemnify the Seller against all losses, including cost of all labor, materials, overhead, damages, charges, expenses, and attorney’s fees and costs arising out of the order, its cancellation, or any default by the Buyer under this Agreement. Blanket orders shall be subject to the Seller’s acceptance and annual quantity pricing, provided such blanket orders are firm orders for a stated quantity and delivery is accepted by the Buyer within one (1) year after the date of such blanket order entry or as stated otherwise. Orders are subject to a variation of ten percent (10%) over or under the quantity or weight specified, and performance will be considered complete on that basis. If price is stated in terms of unit weight, the total contract price will be adjusted to conform to the quantity or weight delivered. The Seller assumes no further liability for variations.

4. TITLE AND DELIVERY

The goods shall be delivered F.O.B. Seller’s plant or designated warehouse, and title thereto and liability for loss of damage in transit or thereafter shall pass to the Buyer upon the Seller’s delivery of the goods in good condition to a common carrier for shipment to the Buyer or upon the Seller’s delivery of the goods directly to the Buyer at the Seller’s plant or designated warehouse if no common carrier is required. The Buyer shall pay all shipping costs, tariffs, duties, taxes, and similar fees. The Buyer acknowledges that the Seller retains a security interest in the goods until the entire payment due and all other monies payable hereunder are paid in full. The Buyer agrees that a copy of this Agreement is sufficient and may be recorded as a financing statement under the Uniform Commercial Code. A financing statement may be filed without the Buyer’s signature on the basis of this Agreement. Unless otherwise instructed by the Buyer, the method of shipment is subject to the Seller’s commercially reasonable discretion. Times quoted for shipments will date from receipt by the Seller of a purchase order accompanied by all necessary information enabling work to commence, together with any import license and/or permits that may be necessary or any letters of credit or other instruments of payment that may be requested by the Seller. Shipping dates are estimated only and are not guaranteed. The Seller shall not be liable for failure to meet such dates. In no event will the Seller be liable for any procurement costs relative to missing dates. The Seller will in no event be liable for delay or non-delivery due to causes beyond its reasonable control, including, but not limited to, pandemics, acts of God, acts of civil or military authority priorities, fires, strikes, lockouts, slowdowns, factory or labor conditions, errors in manufacture, and inability to obtain necessary labor, materials or manufacturing facilities. In the event of such delay, the date of delivery shall, at the request of the Seller, be deferred for a period equal to the time lost by reason of the delay.

5. TAXES

All federal, state, county, local, or other taxes will apply unless the Buyer provides the Seller with a tax exemption certificate acceptable to the taxing authorities.

6. PAYMENTS

All orders are subject to credit approval before acceptance. All invoices are due and payable in US dollars. If, in the Seller’s judgment, the Buyer’s financial condition does not at any time justify the terms of payment specified, the Seller may cancel any unfilled orders unless the Buyer shall at the Seller’s option: (a) immediately pay for any goods delivered or manufactured to the Buyer’s specifications; or (b) pay in advance for all goods ordered but not delivered; or (c) make any other credit or payment arrangements acceptable to the Seller. Each product order and shipment shall be considered a separate and independent transaction, and payment therefor shall be made accordingly. In the event of any default by the Buyer, the Seller may decline to make further shipments, without in any way affecting its rights without offset or discount thirty (30) days from date of the invoice, unless other terms are set by the Seller in writing. If, despite any default by the Buyer, the Seller elects to continue to make shipments of goods, its action shall not constitute a waiver of any default by the Buyer or in any way offset the Seller’s legal remedies for any such default, all of which are expressly reserved. In the event of any default by the Buyer under this Agreement, the Seller shall be entitled to receive from the Buyer all expenses arising out of such default, including attorney’s fees and costs through appeal.

7. PROPRIETARY RIGHTS

The Seller and its licensors and suppliers own all right, title, and interest in and to the information and materials, brochures, product descriptions, and the like, whether or not made available through the Site. Such information and materials are protected by copyright, trademark, patent and/or other proprietary rights and laws. Except as expressly authorized in advance by the Seller, the Buyer shall not reproduce, modify, rent, lease, loan, sell, distribute, or create derivative works based on all or any proprietary information of the Seller, including, without limitation, any information or materials made available through the Site.

The Buyer shall indemnify and hold the Seller harmless against any expense or loss resulting from any claims for actual or alleged (i) violation of or misappropriation of the Seller’s proprietary information and proprietary rights; and (ii) infringement of patents or trademarks arising from compliance with the Buyer’s designs, specifications, or instructions. The sale of goods by the Seller under this Agreement does not convey any license, by implication, estoppel, or otherwise, under any proprietary rights claimed by the Seller, including by reason of any combinations of said goods with other devices or elements.

8. WARRANTY

The Seller warrants our parts to be free of defects and workmanship for one year from purchase. During that time, we will repair or replace (at our option) any parts found to be defective. The warranty does not apply to parts that have been modified, used in conditions exceeding the Seller’s or military specifications, or disassembled. We will not, under any circumstances, be responsible for consequential or incidental damages or installation costs. No other warranties apply, and no other liability may be assumed or extended by representatives or distributors. The terms of the applicable warranty or warranties, as the case may be, as set forth herein are the sole and exclusive warranty terms that shall have any force or effect in any product order, resulting from the quotation and such terms and in lieu of all other warranties, expressed or implied, including the implied warranties of merchantability and fitness for a particular purpose, which are hereby expressly excluded. The Seller’s liability under this Agreement is expressly limited to the cost to replace or repair any defective goods, which shall be the Buyer’s sole and exclusive remedy, whether at law or in equity, and the Buyer hereby waives all its rights and remedies. 

9. RETURNS

No products are to be returned without written authorization from the Seller and then only in accordance with the Seller’s terms and instructions.

10. ASSIGNMENT

The Buyer shall not assign its order or any interest therein or any rights hereunder without the prior written consent of the Seller.

11. LEGAL DISCLAIMER 

The information and recommendations (“Information”) on this Site are presented in good faith. This Information is believed by the Seller to be correct in all material respects, provided that Delta Electronics Manufacturing Corporation makes no representations or warranties as to the completeness or accuracy of any Information presented on the Site. The Buyer hereby expressly assumes the entire risk of relying on this Information. This Information is supplied to you on the condition that you or any other person receiving this Information will make their own determination as to its suitability for any purpose prior to any use of this Information. In no event will the Seller be responsible for damages of any nature whatsoever resulting from the use of or reliance upon this Information, or any product referred to in this Information. This Information is not to be construed as recommendation to use any information, product, process, equipment, or formulation that conflicts with any patent, copyright, or trademark, and the Seller makes no representation or warranty, express or implied, that any use of this Information will not infringe on any patent, copyright, or trademark. NO WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, IS MADE CONCERNING THE GOODS DESCRIBED OR THE INFORMATION PROVIDED HEREIN. Delta Electronics Manufacturing Corporation makes no commitment to update, or correct, any information that appears on this Site. Trade names, trade dress, trademarks, and other proprietary rights in all goods made available on the Site belong exclusively to Delta Electronics Manufacturing Corporation.

12. INTERPRETATION

The Buyer hereby acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions. Further, the Buyer agrees that it is the complete and exclusive statement of the Agreement between the parties and supersedes all proposals or prior agreements, oral or written, and all other.

13. GOVERNING LAW; JURISDICTION

This Agreement is governed by and shall be construed in accordance with the internal laws of the Commonwealth of Massachusetts, U.S.A., without regard to its principles of conflicts of law. Disputes hereunder shall be submitted to a court of competent jurisdiction within the Commonwealth of Massachusetts, U.S.A., and the Buyer hereby waives any jurisdictional, venue, or inconvenient forum objections to such courts. The Buyer further agrees that the United Nations Convention on the International Sale of Goods will not apply to this Agreement. The Buyer covenants and agrees to comply in all respects with all laws, rules, and regulations applicable to the sale of goods and products under this Agreement, including, without limitation, the International Trafficking in Arms Regulations and all Export Administration Regulations (collectively, “Legal Requirements”) and shall indemnify, defend, and hold the Seller harmless against all losses, costs, and damages incurred by the Seller in connection with the Buyer’s failure or alleged failure to comply with all Legal Requirements. 

14. MISCELLANEOUS

This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, or agency relationship between the Seller and the Buyer. If any provision of this Agreement is found to be unlawful, void, or unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision, each of which shall be deemed enforceable in accordance with its terms. The Buyer may not assign, transfer, or sublicense any or all of its rights or obligations under this Agreement without the express prior written consent of the Seller in each instance. Any such attempted assignment, transfer, or sublicense shall be void and of no effect whatsoever. The Seller may assign, transfer, or sublicense any or all of its rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption, or section title contained herein is inserted only for convenience, and in no way defines or explains any section or provision hereof. The term “including” as used herein means “including without limitation.” This Agreement hereby incorporates by this reference any additional terms that we post on the Site (including the Warranty) and, except as otherwise expressly stated herein, this Agreement is the entire agreement between the Seller and the Buyer relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between the Seller and the Buyer relating to such subject matter. Notices to you may be made via posting to the Site, by e-mail, or by regular mail at the Seller’s discretion. Without limitation, the Buyer agrees that a printed version of this Agreement and of any notice given hereunder in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The Seller will not be responsible for failures to fulfill any of its obligations due to causes beyond its control.

At any point, your personal information may be changed by e-mail to info@deltarf.com, or by contacting Delta Electronic Manufacturing Corporation at, 416 Cabot Street, Beverly MA 01915. Delta Electronic Manufacturing Corporation reserves the right to change this policy at any time by notifying users of the existence of a new privacy statement, via electronic means. This statement and the policies outlined herein are not intended to, and do not create any contractual or other legal rights in or on behalf of any party.