1. GENERAL
    1. Customer orders are binding only after written acceptance by SCRIPTEL Corporation (Scriptel). Verbal orders shall not be accepted as binding until confirmed in writing by Scriptel.
    2. Prices are effective from date of publication and are subject to change without notice.
    3. Scriptel reserves the right, without prior notice, to:
      1. Change and/or revoke any price.
      2. Change and/or revoke any provisions contained herein.
      3. Discontinue shipments to any customers.
      4. Resolve any inconsistencies, conflicts or ambiguities.
    4. Special production runs or product orders are subject to Scriptel requirements such as, but not limited to, minimum quantities and extended delivery times. On special production run products, Scriptel reserves the right to over ship 10% or under ship 5% of the purchase order quantity and invoice accordingly. Special orders are subject to cancellation charges. Special or custom-production items and non-stock item orders cannot be cancelled and are not eligible for return without our prior written consent.
  2. PAYMENT TERMS
    1. For customers with established credit terms: Net 30 days from invoice date. Scriptel also accepts Visa, MasterCard, Discover Card & American Express for credit card payments.
    2. If credit is not established, payment plus estimated (by Scriptel) freight charges shall accompany purchase order for non-standard products. For standard products (off the shelf) Scriptel will ship C.O.D.
    3. Scriptel reserves the right to revoke any credit extended to customer if customer fails to pay for any shipments when due. If in Scriptel’s opinion there is a material adverse change in customer’s financial condition, Scriptel shall have the right to suspend further shipments until receipt of adequate assurance of customer’s ability to pay therefore.
    4. Payment terms are specified on the invoice. Any invoice not paid when due is subject to a late payment charge of 1.5% per month, or if such rate is greater than the maximum rate permitted by applicable law, than at the highest rate allowed by applicable law. In the event the Buyer fails to make full payment when due and Seller employs an attorney or collection agency to assist in collection of the account, Buyer agrees to pay all of Seller’s reasonable cost of collection including collection agency fees, attorney fees and court costs.
  3. TRANSPORTATION
    1. The shipment is deemed accepted in good condition by the common carrier and title and all risk of loss or damage pass to customer upon that acceptance by the carrier. The customer is responsible for inspecting the merchandise upon receipt. The customer shall insist that visible damage be noted on its copy of the freight bill. If the product has been lost or damaged in transit, the customer must file the claim with the carrier, as Scriptel bears no responsibility for any such loss or damage.
    2. All freight and insurance charges shall be invoiced to the customer or shipped freight collect. A handling charge may be applied to each package in addition to the shipping charges.
    3. All shipments are made by carriers of Scriptel’s choice. Any special arrangements requested by customer shall be at customer’s additional expense including, but not limited to, drop shipments.
    4. Any quantity shortages, omissions or incorrect items shall be reported in writing to Scriptel within 15 days of delivery. Claims for shortages or omissions shall not be considered if written notice is not received within the 15-day period. Billing errors shall be reported in writing within 30 days of delivery. Sales order and invoice number are to be furnished on all claims.
    5. Scriptel reserves the right to make delivery in installments. All such installments shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve customer of his obligation to accept remaining deliveries.
    6. Scriptel shall not be liable for failure to deliver or delay in delivery occasioned by causes beyond Scriptel’s control, including without limitation, strikes, lockouts, fires, embargoes, war or other breakouts of hostilities, acts of God, inability to obtain shipping space, machinery breakdowns, delays of carriers or suppliers, and domestic or foreign governmental acts or regulations. In the event of any delay in delivery due to such causes, unless otherwise agreed, the time for delivery shall be deemed extended for a period of sixty (60) days, and customer shall extend the letter of credit if payment is to be made by letter of credit. If delivery is not made within such extended sixty-day period, the contract shall be deemed cancelled without liability to either party.
  4. RETURNS
    1. No returns shall be accepted without a Scriptel furnished Return Materials Authorization number (RMA#) clearly affixed to the shipping carton. These numbers are valid only for forty-five (45) days from date of issue.
    2. Customer must ship all authorized returns prepaid and shall insure them for full value.
    3. Product returned for warranty claim must include proof of purchase (Scriptel invoice). Items shall be inspected by Scriptel and, if found to be defective, shall be handled under Scriptel’s standard warranty policy.
    4. All items being returned are subject to a 25% restocking charge.
  5. LIMITED WARRANTY

    Scriptel’s latest limited warranty can be found at our web site on the page www.scriptel.com/support/warranty. The warranty posted at that site are in effect for these Terms and Conditions.

  6. PATENTS COPYRIGHT & MASK WORKS REGISTRATION

    In no event shall Scriptel be liable for damages arising from infringement or alleged infringement of patents, copyrights, or mask works registration. In the event that Customer should be enjoined in such suit or proceeding from using any of the Goods purchased, except any suit or proceeding based upon a design or modification incorporated in such Goods at the request of Customer, Scriptel at its option, shall promptly, either:

    1. secure termination of the injunction and procure for Customer the right to use such Goods without any obligation or liability, or
    2. replace such Goods with non-infringing materials or modify same to become non-infringing, at Scriptel’s expense and to Customer’s reasonable satisfaction, or
    3. remove all said goods at Scriptel expense and refund the purchase price of the infringing Goods to Customer. THIS SHALL BE Customer’s EXCLUSIVE REMEDY AGAINST SCRIPTEL WITH RESPECT TO PATENT. COPYRIGHT, OR MASK WORK REGISTRATION INFRINGEMENT. The sale of Goods by Scriptel does not convey or transfer any proprietary or patent rights of any manufacturer. Scriptel shall not have any liability if the alleged infringement is based upon the use of or application of the Goods in combination with other goods by Customer and Customer shall indemnify Scriptel thereof. Scriptel disclaims all other liability for infringement of intellectual property rights and further disclaims any liability for incidental consequential damages.
  7. MODIFICATION OF TERMS

    This contract constitutes the entire agreement between the parties, all prior representations and understands having been merged herein. It may not be modified or terminated except in writing signed by a duly authorized representative of Scriptel. This contract shall be governed by and construed according to the laws of the State of Ohio, and this Agreement shall be deemed to be in all things performable in Franklin County, Ohio.

Effective 4/25/2016