Multilink Terms and Conditions of Sale

TERMS AND CONDITIONS OF SALE

These Terms and Conditions of Sale (“Terms” or “Contract”) govern the purchase of any goods or products, including custom-made products (collectively, “Products”), from Multilink, Inc. (“MULTILINK”).  Any purchase order or other request (each, an “Order”) for Products submitted by a purchaser (“Purchaser”), and all sales of Products by MULTILINK, are expressly limited to, and expressly conditional on, Purchaser’s acceptance of these Terms.  MULTILINK expressly rejects and objects to Purchaser’s terms and conditions of purchase and any additional or different terms Purchaser proposes.  Failure of MULTILINK to object to provisions contained in any purchase order or other writing of Purchaser shall not be construed as acceptance thereof or as a waiver of these Terms.  Purchaser’s issuance of an Order for Product(s) and/or acceptance of any Product(s) constitutes Purchaser’s unconditional acceptance of these Terms.

Price and Payment: All prices, unless otherwise agreed by MULTILINK and stated in an accepted Order, are F.O.B. shipping point and are exclusive of any federal, state, local, or other taxes.  Any applicable taxes are the responsibility of Purchaser and shall be added to the invoice unless MULTILINK is provided the appropriate, valid exemption certificate by Purchaser.  All prices are subject to change without notice.  Shipments of ten percent (10%) more or less than the Order quantity constitute completed orders, unless previously agreed to in writing by both Purchaser and MULTILINK.  Invoices are payable in full within thirty (30) days following invoice date.  Invoices outstanding past thirty (30) days following invoice date will be subject to a late payment charge of one- and one-half percent (1-1/2%) per month until paid in full including interest.  Failure to pay any invoice by its due date makes subsequent invoices due immediately regardless of the terms herein.  MULTILINK has the option to withhold subsequent shipments until the account in question is settled to MULTILINK’S satisfaction. 

Acceptance; Cancellation:  All Orders are subject to acceptance by MULTILINK.  Once accepted, an Order may be cancelled only upon terms exempting MULTILINK against all loss, including tooling costs, and only with the consent of MULTILINK. 

Back Orders: All back orders will be retained and shipped on arrival unless otherwise notified. 

Title and Risk of Loss:  Title and risk of loss on all Products sold by MULTILINK shall pass to Purchaser upon delivery of said materials to a common carrier regardless of freight terms stated or method of payment of transportation charges. 

Freight Policy; Transportation Charges:  Orders are shipped via best method as determined by MULTILINK unless otherwise specified by Purchaser.  Freight bills will be prepaid if shipped via common carrier under the condition that freight bills will be paid in net 7 days per ICC regulations.  Most shipments are via United Parcel Service and are prepaid and billed; however, MULTILINK reserves the right to specify routing of shipments.  Purchaser is responsible for all transportation charges, which will be included in MULTILINK’s invoice.

Claims for Shortages or Damages:  Claims for shortages or damages to Products must be made within seven (7) days of invoice date.  All freight damages and shortages should be filed with the carrier within seven (7) days.

Return Policy:  All Products sold by MULTILINK are non-returnable except for non-conformity with the Order.  Upon receipt of Products, Purchaser has 30 days to inspect the Products and make a viable claim for Order non-conformance.  Any Product shown to MULTILINK’S satisfaction to be non-conforming at time of shipment will be replaced.  MULTILINK will then render credit for the returned Products, provided MULTILINK shall not be responsible for claims beyond replacement value of the defective material.  Before returning any Products, Purchaser must obtain a written material return authorization from MULTILINK.  All Products must be returned to MULTILINK in accordance with MULTILINK’s instructions.  Products that are accepted for return must be in original cartons, in resaleable condition, and sent prepaid.  If a Product was shipped to Purchaser via UPS, it must be returned via UPS.  All returns must be made within 60 days of delivery and are subject to a 25% restocking charge.  Special order Products and custom Products are non-returnable and non-refundable. 

Express warranties:  MULTILINK warrants that the Products are free from any material defect in workmanship and materials under normal and proper usage for a period of one year from the date of shipment by MULTILINK.  Purchaser acknowledges that no sample or model of the Products, nor any sales literature, proposals, projections, or engineering data regarding the Products, are any part of the basis of the bargain between the parties.  Purchaser has made, and relies solely upon, its own determination of the suitability, compatibility, performance, and uses of the Products and acknowledges to MULTILINK that Purchaser does not rely upon any oral or written representations or statements by MULTILINK regarding the Products, other than as expressly set forth in these Terms.  NO SALESMAN, DISTRIBUTOR, REPRESENTATIVE, OR AGENT IS AUTHORIZED BY MULTILINK TO GIVE ANY WARRANTY OR GUARANTEE CONTRARY TO THOSE MADE HEREIN. 

Purchaser’s Exclusive Warranty Remedy:  IF MULTILINK BREACHES THE EXPRESS WARRANTY SET FORTH ABOVE, THEN PURCHASER’S SOLE AND EXCLUSIVE REMEDY IS FOR MULTILINK, AT MULTILINK’S COST, TO REPAIR THE PRODUCTS OR REPLACE THE PRODUCTS IF, AFTER A REASONABLE NUMBER OF ATTEMPTS, THEY CANNOT BE REPAIRED.  At MULTILINK’s sole option, in lieu of making any repair or replacement of the Products, Multilink may elect to refund the total purchase price in full satisfaction of all obligations owed to Purchaser by reason of such breach of warranty, in which case MULTILINK’s duty to pay the refund will be conditioned upon Purchaser permitting Multilink to inspect and take possession of the Products.  All warranty claims must be made in writing within the one-year warranty period.

Disclaimer of Implied Warranties: THE EXPRESS WARRANTIES GIVEN IN THESE TERMS ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN BY MULTILINK AND ARE TO THE EXCLUSION OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH OTHER WARRANTIES MULTILINK EXPRESS DISCLAIMS. 

Limitation of Liability:  TO THE MAXIMUM EXTENT PERMITTED BY LAW, MULTILINK DISCLAIMS AND SHALL NOT BE LIABLE TO PURCHASER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, WHETHER ARISING IN CONTRACT, TORT, WARRANTY, OR OTHERWISE, EVEN IF MULTILINK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A WARRANTY PROVIDED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

Claim Limitation:  All claims by either party under these Terms must be brought within one year after the cause of action has accrued, or else such claim is waived and forever barred. 

Entire Agreement:  Any term or condition contained in Purchaser’s purchase order, acknowledgement form, confirmation, or any other document issued by Purchaser that conflicts with any term of this Contract, or that adds to MULTILINK’S obligations under this Contract, is not part of this Contract and is not binding upon MULTILINK unless specifically identified and accepted in writing by an officer of MULTILINK.  This Contract, including any attachments, embodies the entire agreement of the parties as to the subject matter hereof.  There are no promises, terms, conditions, or obligations between the parties regarding the subject matter of this Contract other than those contained in this document, including any attachments.  This Contract supersedes all previous communications, representations, or agreements, either verbal or written, between the parties, including any correspondence, proposals, quotes, brochures, samples, models, or specification sheets, or any other oral or written statements or representations made by any MULTILINK sales personnel.  No course of prior dealings between the parties and no usage of trade is relevant to supplement or explain any term of this Contract. 

Modification of Contract:  No amendment, modification, or change to any term or provision of this Contract will be valid or binding on either party unless it is in writing and signed by all of the parties; and with respect to MULTILINK, signed by an officer of MULTILINK. 

Non-Waiver:  Failure of MULTILINK or any of its agents or representatives to comply with any of the terms or conditions herein or failure to properly notify Purchaser of any breach of these conditions shall not be deemed a waiver of any right MULTILINK has to insist upon strict compliance of these terms and conditions in subsequent agreements.  No waiver of any term, condition, or provision of this Contract will be binding unless made in writing and signed by the party making the waiver.

Force Majeure:  MULTILINK shall not be liable for any loss, damage, delay, change in shipment schedule or failure to deliver caused by accident, fire, strike, riot, civil commotion, insurrection, war, the elements, embargo, failure of carrier, inability to obtain transportation facilities, government requirements, acts of God or public enemy, limitations on MULTILINK’S or its suppliers’ products, or any other similar or dissimilar cause or contingency beyond MULTILINK’S control, whether of the type enumerated herein or otherwise.