Sales Terms, Conditions, & Warranty

1. These Terms and Conditions of Sale shall apply to and govern the sale of any products by Flex-Cable (Seller) identified in the applicable quote, order document, or credit application to the applicable customer (Customer) identified in such quote, order document, or credit application.


2. This agreement constitutes the entire agreement between Buyer and Seller with respect to the subject matter of this agreement (Product).


3. Quote Validity:
   a. All quotations will automatically expire 30 Calendar Days from the date of issuance and can be terminated by Seller by notice at any time within said 30 days.
   b. Quoted prices are subject to change consistent with cost of materials and outside services to Seller.


4. Delivery: All lead times are good-faith estimates and subject to change depending on Customer Response.


5. Any change in Product Specification, Quantities, Destinations, Shipping Schedules, or any other aspect of Product must be agreed to in writing by the seller and may result in a Price and Delivery adjustment by the Seller.


6. Payment of the purchase price for Products sold by the Seller to Customer shall be in the amounts set forth on each invoice and Customer agrees to pay all charges in accordance with the amounts established in said invoices.


7. Payment Terms:
   a. Unless otherwise agreed to and indicated, all sales are Cash In Advance (CIA) by ACH, Wire Transfer, or Credit Card.
   b. Unless otherwise agreed to and indicated, all Wire Transfers are subject to a $35 USD Fee.
   c. With approved Credit, Terms are Net 30 Days.


8. Freight and Shipping:
   a. All Freight, Duties, Customs, and Tariffs are the responsibility of the Customer unless otherwise agreed to and indicated.
   b. All shipments are Ex-Works Seller’s Dock in Howard City, Michigan, USA unless otherwise agreed to or indicated.
   c. Carrier and Shipping Mode are at the discretion of the Customer.
   d. For Domestic shipments only, customer may request approval for Flex-Cable to pre-pay and add shipping charges to the invoice.


9. Returns:
   a. Seller will not accept returns of Products or the taking of financial credits by Customer unless previously authorized by the Seller via a written Return Material Authorization (RMA).
   b. Customer shall promptly submit all claims for shortages in writing to Seller at time of receipt; otherwise such claims shall be waived.
   c. Any Product sent to Seller for Inspection or Repair must have a Customer Supplied Material (CSM) form issued by the Seller.
   d. Returns requested due to customer excess stock/inventory will be considered on an individual basis. Returns may be granted depending upon certain criteria, i.e., manufacture date, resalable material, standard/non-standard product, etc.
   e. All accepted returns will be subject to a 25% Restocking Fee.


10. Warranty:
    a. For Product Manufactured by Seller:
    i. Any Defect in components or workmanship or departure from design will be covered for a period of 12 months from date of receipt by customer with either refund or replacement unless otherwise agreed to or indicated.
    ii. Any modifications by the Customer to the product after receipt will void any warranty.
    b. For Product Resold by Seller, Seller hereby transfers and assigns any and all transferable warranties made to Seller by the manufacturer of the Products and any intellectual property indemnity from the manufacturer of such Products to Customer. Customer will inspect the Products upon delivery and will, within 10 business days of delivery, notify Seller in writing of any defect in the Products so that Seller may place the Product Manufacturer on notice of the same, otherwise, such products will be considered accepted.
    c. Customer’s sole and exclusive remedy for any alleged defect, failure, inadequacy, or breach of any warranty related to Products shall be limited to the purchase price of those products.


11. Order Cancellation:
    a. All orders are non-cancellable and non-refundable.
    b. Blanket Purchase Orders will require a rolling 3 Month Forecast. Cancelled orders will be subject to full payment authorization for:
    i. Raw Material 2 Months
    ii. Fabrication 1 Month


12. Liability:
    a. Seller shall not be liable for any failure to perform its obligations under the agreement resulting directly or indirectly from, or contributed to or by acts of God, acts of Customer, acts of terrorism, civil or military authority, fires, strikes or other labor disputes, accidents, floods, war, riot, or any other circumstances beyond Seller’s reasonable control.
    b. To the extent permitted under applicable law, if Customer furnishes specifications to Seller for use in the manufacture of the Products, Customer will indemnify and hold Seller harmless against any claim of intellectual property infringement which arises out of Seller’s compliance with the specifications.


13. Jurisdiction: This agreement shall be governed, interpreted and construed according the substantive laws of the State of Michigan, USA without regard to principles of conflicts of law thereof and shall not be governed by the U.N. Convention on the International Sale of Goods. If any dispute or controversy shall arise with respect to this agreement, such dispute or controversy will be settled in the state or federal courts located in Detroit, Michigan, USA.