Terms and Conditions

Terms and Conditions of Sale
Smith Systems, Inc.

1. Quotations and Acceptance:
1. Quotations are valid for a period of sixty (60) days from the date of quotation, and represent no obligation until Smith Systems, Inc. (hereafter SSI) acknowledges the written Purchase Order.
2. SSI's conditions shall be binding unless and until the variation has been accepted in writing by an authorized person of SSI.
2. Price and Delivery:
1. Unless otherwise agreed, Delivery will be F.O.B. Destination and goods will be packed to SSI specification unless otherwise directed by Buyer. Transportation will be arranged at the request and at the expense of the Buyer. Freight Insurance will be added to the invoice and where applicable, COD charges will be included on the invoice of the goods. Any delivery period quoted (an estimate) commences from SSI's acknowledgment of the Buyers order.
2. SSI reserves the right to deliver in more than one lot and to invoice each lot separately unless otherwise directed by the Buyer.
3. Defective or damaged goods must be reported to SSI within thirty (30) days of Delivery. All goods are shipped at Buyers risk should they decline freight insurance and claims for goods require that the Buyer file damaged or lost in transit direct with the transportation company. All invoices include freight insurance to be paid by the Buyer unless otherwise specified.
4. Retention of Ownership Provision
1. On shipment of contract goods by SSI the customer acquires immediate ownership of those goods. SSI does not recognize retention of ownership by SSI itself, or in the form of expanded or extended retention of ownership by subcontractors.
2. Risk of loss shall pass to the customer on leaving the SSI premises.
5. Payment:
1. Payment shall be due 30 days from date of invoice, subject to credit approval, except where SSI stipulates Prepay, COD or other terms. SSI reserves the right to charge interest at 2.42% per month on any sum outstanding after the due date.
2. SSI reserves the right, among other remedies, either to cancel the contract or to suspend further deliveries under it, in the event the Buyer fails to pay for any one shipment when the payment becomes due. Should Buyers financial responsibility become unsatisfactory to SSI, COD or Prepay arrangements may be required.
3. Any tax, duty, custom, or other fee of any nature imposed upon this transaction by any federal, state, or local government authority shall be paid by the Buyer, in addition to the price quoted or invoiced. In the event SSI is required to prepay any such tax Buyer will reimburse SSI.
4. Unless specifically otherwise stated, all payments are to be made in United States Dollars (US$), with the payment drawn on a US Bank. All banking charges, if any, are to be paid by the Buyer.
6. Technical Assistance and Data:
1. SSI reserves ownership and intellectual property rights to illustrations, drawings and computations and other documents on SSI designs. They may not be made accessible to third parties without the expressed written consent of SSI. This applies in particular to written documents designated "confidential" and/or "proprietary". The commitment to privacy remains in effect after the purchase order has been processed. It ceases when and to the extent that the knowledge contained in the illustrations, drawings, computations and other documents have entered the public domain.
7. Warranty:
1. SSI warrants all articles sold to be free from defects in materials and workmanship for a period of one (1) year from the date of shipment. SSI's obligation under this warranty is limited to repair or replacement at SSI's option of the defective part at SSI's factory and does not extend to equipment other than of SSI's manufacture. In no event will SSI be liable for special or consequential damages. This warranty shall not apply to any product, which has been subjected to misuse, negligence, accident, or attempted or unauthorized repair or modification. All returned shipments must be factory authorized prior to shipment and shipment must be at Buyers expense.
2. Buyer warrants that the designs and specifications furnished by it to SSI will not infringe any patent, trademark, or copyright with respect to the manufacture and sale of the resulting product.
3. All returned materials must have a Returned Authorization (RMA) number issued by SSI. Returned materials for Quality Complaints will be evaluated by the quality department and a credit issued or part replaced when the complaint is approved.
8. Changes
1. Buyer may, at any time, by written change order, request changes in the drawing, design, specifications, method of shipment or packing, or time or place of delivery of Goods. If any such change causes an increase or decrease in the cost of, or the time required for, performance of the order, an equitable adjustment shall be made in the contract price for delivery dates or both and the order shall be modified in writing accordingly. No change order will be binding unless issued by an authorized representative of the Buyers purchasing office and accepted by an authorized representative of SSI.
2. Customer specific products may not be returned except for Quality Complaints or SSI error.
3. For all Customer Specific Products, Cancellation charges and/or inventory carrying costs may be imposed for products when orders are canceled or modified within eight weeks of the scheduled ship date.
9. Termination
1. If the Buyer commits any breach of the terms and conditions of the contract or suffers distress or execution or becomes insolvent or commits an act of bankruptcy or enters into any arrangement or composition with his creditors or goes or is put into liquidation, SSI may without prejudice to any rights which may have or may in the future accrue, terminate the contract summarily by notice in writing.
10. Complete Agreement
1. This agreement constitutes the entire contract of sale and purchase of the product herein named. It is not assignable by Buyer without the written consent of SSI. No modification of this contract shall be of any force or effect unless in writing signed by the parties and no modification shall be effected by the acknowledgment on acceptance of the purchase order forms containing different terms or conditions.
11. Applicable Law
1. The validity, performance, and construction of this order shall be governed by the laws of the State of North Carolina and the Buyer further submits itself to the jurisdiction of said courts in the event SSI elects to institute any action in said courts.
12. Inspection by Buyer, Buyer's Customers and Regulatory Agencies
1. SSI shall permit access to all of its facility related to the Order and all applicable quality records related to the Order by Buyer, all regulatory authorities and Buyer's customers.
13. Effectiveness
1. If individual provisions in these Terms and Conditions of Sale or a provision in other agreements are or become void, the legal effectiveness of all other provisions and agreements are not thereby affected.

Acceptance of these terms and conditions is evidenced by receipt of product and/or payment of invoice.

March 31, 2009