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Terms and Conditions

1.Scope. San Jose Delta Associates Inc.'s ("SJD") offer to sell as stated herein whether or not in response to Buyer's order is expressly conditioned upon Buyer's acceptance of SJD's Terms and Conditions of Sale.Buyer's tak ing delivery of all or any part of product is evidence of such assent.

2. Entire Agreement. These Terms and Conditions of Sale (the "Agreement") are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties. No other document, including Buyer's purchase order, proposal, or request for quotation shall be part of these Terms and Conditions of Sale, unless specifically agreed in writing by SJD. No term or condition of these Terms and Conditions of Sale shall be waived or modified by SJD except in a writing signed

3. Customer Representations. Customer hereby represents and warrants, with respect to each request to SJD to provide manufacturing services or pursuant to each pur chase order from Customer that: (a) Customer has full right, power, and authority to request the manufacturing services from SJ D; (b) Customer has full right, power, and authority to provide SJD with all design documentation or information relating to those manufacturing services, including without limitation all design drawings, specifications, and related materials; (c) Customer shall grant to SJD any licenses or other rights necessary for SJD to provide the requested manufacturing services; (d) Customer's provision of any desi gn documentation or information to SJD shall not infringe upon or misappropriate the intellectual property or other proprietary rights of any third party; (e) any product produced by SJD for Customer under any purchase order or request for manufacturing services shall not infringe upon or misappropriate the intellectual property or other proprietary rig hts of any third party; and (f) Customer will not export, directly or indirectly, any product manufuctured by SJD to countries outside the United States in violation of the United States export laws or regulations.

4. Design Owner Notification. To the extent the design documentation or information provided to SJD by Customer is owned by any party other than Customer (the "Owner"), Customer hereby consents to the notification of Owner by SJD of Customer's request for manufacturing services using Owner's design documentation and information.

5. SJD Proprietary Rights. Customer acknowledges and agrees that all know-how, processes, formulae, ideas and designs relating to SJD's manufacturing techniques and processes are the trade secrets and confidential proprietary information of SJD. If any such information is disclosed to Customer, Customer understands that it is subject to a duty to maintain that informat ion's confidentiality and to refrain from disclosing it to any third party absent SJD's prior written consent.

6. Warranty Disclaimer. EXCEPT FOR THE WARRANTY OF TITLE SJD MAKES NO WARRANTY WITH RESPECT TO THE PRODUCTS WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION , ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

7. Acceptance and Returns. Customer shall accept the products within thirty (30) days of receipt (the "Acceptance Period"), and upon the end of the Acceptance Period the products shall be deemed to be accepted automatically. To avoid administrative difficulties with respect to returns, Customer shall request a formal Return Materials Authorization ("RMA") from SJD before returning any product for any reason to SJD. SJD shall not be responsible for any packing, inspection or labor costs in connection with the return of any products. SJD shall not be responsible for any return of products not accompanied by a RMA. Returned products may be shipped F.O.B. SJD's plant upon receipt by Customer of the RMA. Customer must return the products with the original paperwork and the RMA number must be prominently displayed on the outside packing. Customer must include a detailed statement of the alleged deficiencies and shall otherwise comply with SJD's instructions contained in the RMA.

8. Liability Limitation. IN NO EVENT SHALL SJD BE LIABLE TO CUSTOMER OR TO ANY PARTY CLAIMING UNDER CUSTOMER WHETHER AS A RESULT OF BREACH OF CONTRACT WARRANTY, TORT (INCLUDING NEGLIGENCE OR OTHERWISE): FAILURE OF REMEDY TO ACCOMPLISH ITS PURPOSE OR OTHERWISE, FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUE, EQUIPMENT OR PRODUCTS OR CLAIMS FROM CUSTOMERS CLIENTS FOR SUCH DAMAG ES. IN NO EVENT SHALL SJD'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH ANY PRODUCT EXCEED THE TOTAL AMOUNT PAID TO SJD FOR THAT PRODUCT. IN NO EVENT SHALL SJD BE LIABLE FOR THE REPAIR OR R EPLACEMENT OF ANY MATERIALS PROVIDED TO SJD BY CUSTOMER FOR MODIFICATION OR OTHER WORK UNDER TIIIS AGREEMENT. CUSTOMER ACKNOWLEDGES THAT THE PRICES PAID FOR THE PRODUCT REFLECT THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AN D CONDITIONS OF SALE AND THAT SJD WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

9. Legal Compliance, Customer shall comply full y with all applicable laws, including but not limited to, the export administration and control laws and regulations ofthe U.S. or , in the export, resale, distribution, handling or u se of the products. In addition, Customer shall also comply with all handling instructions and guidelines SJD provides with respect to any products.

10. General. Customer will indemnify and hold harmless SJD, its officers, employees, and agents from any claims, losses, damages or costs arising from or related to a breach or alleged breach of any Customer's representations, warranties, or covenants under this Agreement. This Agreement will be governed and construed by the laws of the State of California, without reference to its choice oflaw provisions. Customer and SJD expressly agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. No waiver by SJD of any breach of this Agreement shall be a waiver of any preceding or succeedi ng breach. SJD may terminate this Agreement on ten (10) days prior written notice, with or without cause. This Agreement may not be assigned by Customer without SJD's prior written consent.

482 Sapena Court, Santa Clara, California  95054
Fax: 408-727-6019, Email: sales@sanjosedelta.com.
Copyright © 2017 San Jose Delta Associates, Inc. (408) 727-1448. All Rights Reserved
MACOR® is a registered trademark of Corning Incorporated, Corning, NY