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Terms and Conditions

Pricing: Prices are in U.S. Dollars, include BEI designed packaging (unless otherwise specified), and are based on the Customer’s specifications and the projected volumes, minimum run rates and other assumptions provided to BEI by Customer. BEI shall have the right to revise prices in the event of (a) any variation on the market prices of components, parts and raw material (collectively “Material”), including any such variations resulting from shortages, (b) changes to the specifications, or (c) changes in the volumes upon which such prices were quoted. Prices do not include (a) export licensing of the product or payment of broker’s fees, duties, tariffs or other similar charges; (b) taxes or charges imposed by any taxing authority upon the manufacture, sale, shipment, storage, “value add” or use of the Product which BEI is obligated to pay or collect (other than those based on net income of the BEI); or (c) setup, tooling, or non-recurring engineering activities. Any charges for these items shall be paid by Customer in addition to the prices set.

Quotation Period: Pricing is firm for 30 days from the date of this quotation.

Payment Terms: Payment terms are net thirty (30) days after date of invoice. On any invoice not paid by maturity date, Customer shall pay interest from maturity to date of payment at the rate of 1.5% per month. In acceptance of this quotation, BEI is hereby authorized to purchase component parts per the provided Bill of Materials.

Proprietary Information; No License: BEI retains for itself all proprietary rights in and to all BEI designs, manufacturing processes, engineering details, and other data pertaining to any product sold except where rights are assigned under written agreement by a corporate officer of BEI. The products are offered for sale and are sold by BEI subject in every case to the condition that such sale does not convey and license, expressly or by implication, estopped or otherwise, under any patent claim or process or manufacturing technology otherwise used to manufacture the products with respect to which BEI can grant licenses covering complete equipment or any assembly, circuit combination, method or process in which any such products are used as components. BEI expressly reserves all its rights under such patent claims.

Components: The Customer shall be responsible for all component parts not used in products 30 days after the last original scheduled shipment on the purchase order. The Customer is responsible for any non-cancelable, non-returnable product that is not consumed. The Customer is responsible for any excess materials caused by minimum purchase requirements.

Warranty: BEI warranties its products for material and workmanship for the period of one year from the date of shipment or as negotiated. Any parts not supplied by BEI are not be covered by this warranty. This warranty is voided if the failure is due to any modifications made to the board by anyone not authorized in writing by BEI, any engineering errors and/or omissions, or it is caused by any Customer-directed, non-franchised distributor (i.e. broker) parts purchases.

Limitation of Liability: In no event shall BEI be liable to Customer for any indirect, consequential, incidental or special damages, or any damages whatsoever resulting from loss of use, data or profits (however caused and under any theory of liability), even if BEI has been advised of the possibility of such damages. In no event shall BEI’s liability under this agreement (under any theory) exceed the amounts paid to BEI hereunder. In no event will BEI be liable for costs of procurement of substitute goods by Customer. To the extent permitted by law, the limitations set forth herein shall apply to all liabilities that may arise out of third-party claims against Customer. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.

Force Majeure Event: Neither party shall be responsible for any failure to perform due to a Force Majeure Event provided that such party gives notice to the other party of the Force Majeure Event as soon as reasonably practicable, specifying the nature and particulars thereof and the expected duration thereof. A “Force Majeure Event” shall mean the occurrence of unforeseen circumstances beyond a party’s control and without such party’s negligence or intentional misconduct, including, but not limited to, any act by any governmental author­ity, act of war, natural disaster, strike, boycott, embargo, shortage, supplier delay, riot, lockout, labor dispute, civil commotion.

Miscellaneous: The terms and conditions set forth herein constitute the entire agreement of the parties, superseding all previous agreements covering the subject matter. This agreement shall not be changed or modified except by written agreement, specifically amending, modifying and changing this agreement, signed by a corporate officer of BEI and an authorized representative of the Customer. Customer hereby acknowledges that it has not entered into this Agreement in reliance upon any warranty or representation by any person or entity except for the warranties or representations specifically set forth herein. The failure by BEI to enforce at any time any of the provisions of this contract, to exercise any election or option provided herein, or to require at any time the performance by Customer of any of the provisions herein will not in any way be construed as a waiver of such provisions. In the event the parties cannot resolve a dispute, the parties acknowledge and agree that the state courts of Racine County, Wisconsin and the federal courts located in the Madison of the State of Wisconsin shall have exclusive jurisdiction and venue to adjudicate any and all disputes arising out of or in connection with this agreement. The parties consent to the exercise by such courts of personal jurisdiction over them and each party waives any objection it might otherwise have to venue, personal jurisdiction, inconvenience of forum, and any similar or related doctrine. This agreement shall be construed in accordance with the substantive laws of the State of Wisconsin (excluding its conflicts of laws principles). Reasonable attorney’s fees and costs will be awarded to the prevailing party in the event of litigation involving the enforcement or interpretation of this agreement

Customer Supplied Materials: All Customer-supplied parts must be in BEI’s possession at least two weeks prior to the promised ship date.

Minimum Release: BEI has a billing minimum of $1,000 per release.

FOB Point: Franksville, WI

Passive Substitutions: BEI reserves the right to substitute a passive component(s) listed on the Customer’s bill of materials with a higher quality performance component(s) without a formal Customer approval or notification. The substitution shall not affect the form, fit, or function of the final product. This clause is not applicable on components, parts or materials that are defined by the Customer’s bill of materials as “use only.” This clause also applies to only standard (off the shelf) passive components, parts or materials.