Phone: 315-668-6060

Terms and Conditions

1. Agreement and Acceptance.

This is an offer to sell, or a contract of sale for, as the case may be, the goods described in the body of the Sales Order (Goods), for the price indicated in the body of the Sales Order, between Lead Electronics, Inc. (Seller) and the purchaser identified in the body of the Sales Order (Purchaser). Any acceptance of the delivery of the Goods, or any acceptance or confirmation of the Sales Order, express or implied, shall constitute acceptance of the terms and conditions in the body of the Sales Order and those contained in Lead Electronics, Inc. "Terms and Conditions" Paragraphs 1 through 19. The Sales Order constitutes the entire agreement between the parties with respect to the Goods, and supersedes all previous offers and agreements, whether oral or written, including any request for quotations, quotation, or purchase order. No addition to, or other modification of, the Sales Order shall be binding on Seller unless it is in writing and executed by a duly authorized representative of Seller. In the event of a conflict between any of the terms contained in the Sales Order and those contained in Lead Electronics, Inc. "Terms and Conditions" Paragraphs 1 through 19, the terms in the body of the Sales Order shall control.

2. Payment Terms and Minimum Orders.

A minimum order with a subtotal (before shipping and tax) of $50.00 is required to waive a $10.00 Handling Charge. This Handling Charge will be added to your order once it is received. We accept credit and procurement cards from MasterCard ® and VISA ® cards. A surcharge may be assessed for Customers who routinely pay past due invoices by credit card. A Customer that desires to open a credit account must furnish such information as requested by Lead Electronics, Inc. Lead Electronics, Inc. reserves the right in its absolute discretion to grant, refuse or discontinue any extensions of credit, or reduce or suspend any credit limit at any time. Lead Electronics, Inc. also reserves the right to cancel any order, require payment in advance, or require the Customer to provide adequate assurance of performance, without any liability by Lead Electronics, Inc., in the event of the Customer's insolvency, filing of a petition in bankruptcy, the appointment of a receiver or trustee for Customer, or the execution by Customer of an assignment for the benefit of creditors. Standard terms for Customers that are registered businesses and meet the Lead Electronics, Inc. credit criteria are Net 30 days from invoice date, unless otherwise agreed in writing by Lead Electronics, Inc. All payments are due within 30 days of the invoice date, without any deductions or set offs. Lead Electronics, Inc. shall have the right of set-off and deduction for any sums owed. If Customer fails to pay within payment terms, Lead Electronics, Inc. may defer shipments until such payment is made and may, at its option, cancel all or any part of unshipped orders. Lead Electronics, Inc. reserves the right to add a $25.00 service charge on all returned checks. Credits granted by Lead Electronics, Inc. must be used within one year. Credits not taken within one year are subject to cancellation, and Lead Electronics, Inc. shall have no further liability. Customer shall pay Lead Electronics, Inc. all costs incurred by it in collecting any past due amount from Customer, including all court costs and attorney's fees, provided, however, if the foregoing charges exceed that rate which may be lawfully charged under applicable law, then such charges shall be calculated so as not to exceed the lawful rate.

3. Taxes, Duties and Tariffs.

Unless otherwise specified on the face of the Sales Order, Purchaser shall bear the cost of all applicable federal, state, and local taxes, duties and tariffs incurred in connection with the sale of the Goods.

4. Inspection and Approval.

The Goods shall be deemed accepted by Purchaser upon physical receipt of Goods unless Purchaser provides Seller with written notice of its rejection of all or part of the Goods, such notice specifying the defect underlying the rejection, within ten (10) business days after initial receipt of the Goods from the same lot.

5. Returns.

All returns must be accompanied by a valid Return Material Authorization (RMA) issued by Seller. Seller shall have the sole discretion not to accept returns of non-defective Goods, and may impose a restocking fee of at least 25% as a condition to accepting a return of non-defective Goods. No returns shall be accepted more than 30 days after the delivery date. Any returned Goods must be in a new and unused condition and be shipped in their original containers.

6. Order Fulfillment.

Should the Sales Order represent a partial fulfillment of a larger order, Purchaser must accept delivery of the remaining Goods within one (1) year after the initial receipt of goods by Seller unless otherwise specified on the face of the Sales Order.

7. Risk of Loss.

Unless otherwise specified on the face of the Sales Order, all deliveries are F.O.B Seller or authorized shipper of Seller. Risk of damage to or loss of the Goods shall pass to Purchaser upon tender to shipment carrier.

8. Limited Warranty.

Unless otherwise specified on the face of the Sales Order, Seller warrants that the Goods at time of shipment are: (a) new and unused; (b) free and clear of all liens and encumbrances; (c) in material conformance with all specifications, drawings, or descriptions furnished to Seller by Purchaser and accepted by Seller; and (d) of merchantable quality. Seller's obligation under the warranty is limited to the replacement of the product or parts thereof which the Seller reasonably determines do not conform to these warranties. Any action for a breach of the limited warranty must be commenced within sixty (60) days from the date when the breach was, or should have been, discovered.

9. Selection/Design of Goods.

The selection of the Goods ordered, or design of any custom Goods, shall be Purchaser's sole and ultimate responsibility, and Seller shall have no liability whatsoever for any design defects of Goods selected by Purchaser or of custom Goods, or in the event the Goods ordered are unsuitable for Purchaser's intended use. Any advice or assistance provided by Seller to Purchaser in connection with Purchaser's selection or design of the Goods is at Purchaser's risk, and Seller makes no representation or warranty whatsoever in connection with such advice or assistance.

10. Limitation of Liability.

Seller shall not be responsible for any misuse, neglect, accident, reconfiguration, or alteration of the Goods by Purchaser or others, or improper installation or use in violation of instructions furnished by Seller. Seller's liability for any claims or damages relating to the Goods shall be limited to the purchase price of the Goods, and in no event shall Seller be liable for any consequential, special, or incidental damages, loss, or expenses, or personal injury, directly or indirectly arising from use of Seller's products separately or in combination with any other equipment or material.

11. Goods Solely for Commercial Purposes.

Purchaser represents and warrants that the Goods are being purchased, and will be used by it, solely for commercial, business, or government purposes, and not for personal, family, or household purposes.

12. Indemnification.

Purchaser shall indemnify, hold harmless, and defend Seller, and its directors, officers, employees, agents, and affiliates from and against any and all costs, claims, suits, liabilities, damages, and expenses of any kind whatsoever (including, but not limited to, court costs and reasonable attorney's fees), incurred or suffered as a result of Purchaser's late payment or non-payment (including the costs of collection), misuse or alteration of the Goods, or design of Goods selected by Purchaser or of custom Goods.

13. Cancellation.

Seller may cancel any outstanding portion of the Sales Order without penalty in the event Purchaser fails to comply with any of the terms and conditions of the Sales Order. Seller may also cancel any outstanding portion of the Sales Order in the event Purchaser becomes insolvent, is subject to a bankruptcy proceeding, makes an assignment for the benefit of creditors, or ceases or suspends its normal business operations. Any cancellation by Seller shall be without prejudice to any other rights which Seller may have against Purchaser under the Sales Order or otherwise. Purchaser may not cancel the Sales Order or any portion thereof without written approval from the Seller. Purchaser will be responsible any and all costs incurred by Seller as a result of any cancellation (including, but not limited to the cost of Goods purchased or produced to fulfill the Sales Order which cannot be immediately sold for the same or higher price or returned to Seller's supplier for full refund).

14. Cross-Defaults.

Any material breach by Purchaser under any other order, purchase order, quotation or other agreement existing between Seller and Purchaser during the pendency of the Sales Order (including, but not limited to, the non-payment of any amounts owed to Seller by Purchaser), shall constitute a breach of the Sales Order by Purchaser and give Seller the right to terminate the Sales Order and demand immediate payment of any outstanding amounts owed to it in addition to any other right or remedy Seller might have at law or in equity. Similarly, any material breach by Purchaser under the Sales Order (including, but not limited to, the non-payment of any amounts owed to Seller by Purchaser), shall constitute a breach of any other Order, purchase order, quotation or other agreement existing between Seller and Purchaser during the pendency of the Sales Order and give Seller the right to terminate such other agreement and demand immediate payment of any outstanding amounts owed to it in addition to any other right or remedy Seller might have at law or in equity.

15. Force Majeure.

Seller shall not be responsible for delays in producing, procuring, or delivering the Goods caused by: acts of God, fires, war, terrorism, riot or insurrection, strikes or differences with or among workmen, government interference, inability to secure transportation, weather conditions, timing of deliveries from Seller's vendors or suppliers, or other contingencies beyond Seller's control. Should any of the foregoing conditions continue for a period of thirty (30) days after its first occurrence, Seller may cancel the Sales Order without incurring any liability to the Purchaser.

16. Assignment.

Purchaser shall not assign any of its rights, or delegate any of its duties, under the Sales Order without the prior written consent of Seller, and any attempt to do so shall be void.

17. Remedies and Waiver.

All rights and remedies of Seller under the Sales Order shall be cumulative and in addition to any other rights and remedies available to Seller under any other valid agreement with Purchaser or any applicable law. No waiver of any breach of the provisions of the Sales Order shall be deemed a waiver of any other provision of the Sales Order or of any other Sales Order or further breach of the Sales Order or of any other Sales Order.

18. Severability.

If any provision of the Sales Order shall be found invalid, illegal, or unenforceable to any extent, the remainder of the Sales Order and its application shall not be affected, and shall remain enforceable to the fullest extent permitted by law.

19. Governing Law and Venue.

The Sales Order shall be construed in accordance with, and governed by, the internal laws of the State of New York, without regard to that state's choice of law principles. Any action brought in connection with the Sales Order or the Goods shall be brought only in the federal or state courts located in Oswego County (New York). Purchaser irrevocably submits to the personal jurisdiction of such courts, and waives any objection it may have concerning the venue or convenience of such forums.