MSC Sales Terms and Conditions v.2023

THE AGREEMENT
The following terms and conditions of sale shall apply to any sale of goods and services by
Magnetic Sensors Corporation, a California Corporation, hereinafter referred to as “MSC”.
“Purchaser” means the entity to which MSC is providing Products or Services per the Purchase Order
Confirmation. The law of the State of California shall govern the validity, interpretation, and
enforcement of these terms and conditions of sale and of any contract of which these terms and
conditions are a part.

GENERAL
An acceptance and official confirmation of the Purchaser’s order by MSC shall constitute the
complete agreement, subject to the terms and conditions of sale herein, and shall supersede all
previous quotations, orders, or agreements. In the event of any conflict or inconsistency between
the terms and conditions of sale herein and the terms and conditions contained in Purchaser’s order
or any other form issued by Purchaser, terms, and conditions of MSC herein shall prevail. No
waiver, alteration, or modification of these terms and conditions shall be binding upon MSC unless
made in writing and signed by a duly authorized MSC representative. MSC reserves the right to limit
the provision of its “proprietary information” related to any Sales Order based on its internal
procedures.

QUOTATIONS
Unless otherwise stated, the MSC quotation shall be null and void unless accepted by Purchaser
within thirty (30) days from the date of quotation.

PRICES/COST OF TRANSPORTATION
All payments are to be made in United States Dollars (USD), with the payment drawn from a US bank.
All banking charges and transfer fees are to be paid by the Purchaser so that the amount received
by MSC should be the exact amount invoiced to Purchaser. Unless otherwise stated in the quotation,
quoted prices are subject to change by MSC with or without notice until Purchaser’s acceptance.
Prices are subject to correction for error. Unless otherwise stated, all prices are F.O.B. factory
and include domestic packing. Customary methods of transportation shall be selected by MSC and such
transportation will be at Purchaser’s expense. Special methods of transportation will be used upon
Purchaser’s request and at Purchaser’s additional expense provided reasonable notice of Purchaser’s
transportation requirements is given by Purchaser to MSC before shipment.

TAXES & DUTIES
All taxes, import tariffs, duties, customs fees, or other charges of any nature on the value
including freight and insurance of MSC products, required for transactions or the delivery of the
parts to the customer levied by government authorities at any level in the United States or other
countries where the customer is receiving the parts, shall be paid by the Purchaser, in addition to
the invoiced price.

DELIVERY
Delivery schedules are approximate and are based on prevailing market conditions applicable
respectively at the time of MSC’s quotation and MSC’s acceptance of the Purchaser’s order. Delivery
shall also depend on the prompt receipt by MSC of the necessary information to allow maintenance of
the manufacturer’s engineering and manufacturing schedules. The acceptance of delivery of goods by
the Purchaser shall constitute a waiver of all claims for loss or damage due to any delay
whatsoever.

FORCE MAJEURE
MSC shall not be responsible or liable for any loss or damage incurred by Purchaser herein
resulting from causes beyond the reasonable control of MSC including, but without limitation, acts
of God, war, invasion, insurrection, riot, the order of any civil or military authority, fire,
flood, weather, acts of the elements, delays in transportation, unavailability of equipment or
materials, breakdown, sabotage, lock-outs, strikes or labor disputes, faulty castings or forgings,
or the failure of MSC’s suppliers to meet their delivery promises.

SHIPMENT/DAMAGES OR SHORTAGES IN TRANSPORT/RISK
Except for obligations stated under “Warranty” herein, MSC’s responsibility for goods ceases upon
delivery to the carrier. In the event of loss or damage during shipment, Purchaser’s claim shall be
against the carrier only. MSC will, however, give Purchaser any reasonable assistance to secure
adjustment of Purchaser’s claim against the carrier provided immediate notice of such claim is
given by Purchaser to MSC. Claims for shortages must be made in writing within ten
(10) days after receipt of goods by the Purchaser. If MSC does not receive written notification of
such shortages within ten (10) days, it shall be conclusively presumed that the goods were delivered in their entirety.
Unless agreed upon otherwise in writing, MSC reserves the right to make partial shipments and to
submit invoices for partial shipments. MSC is not liable for damages to the “customer-furnished material” in the                                                                      shipping and/or manufacturing process.

LIABILITY
MSC shall not be liable for and shall be held harmless by Purchaser from any damage, losses, or
claims of whatever kind, contractual, consequential or incidental, direct or indirect, arising out
of, in connection with, or resulting from the sale governed hereby or the goods, including, but
without limitation, the manufacture, repair, handling, installation, possession, use, operation or
dismantling of the goods and any and all claims, actions, suits, and proceedings which may be
instituted in respect to the foregoing.

WARRANTY
All MSC products are covered by the company warranty against defects in material and workmanship
provided the goods and services are subjected to normal use and service. The applicable warranty
period is twelve (12) months from the date of installation or eighteen (18) months from the
shipping date to the Purchaser of any item of the goods, whichever occurs first, or any other
warranty period otherwise stipulated in writing by MSC under this sale. Any repairs or replacements
due to manufacturing defects will be accommodated under the company warranty at no charge provided
that prompt notice of any defect is given by Purchaser to MSC in writing within the applicable
warranty period and that upon the Purchaser’s return of the defective parts to MSC, properly packed
and with transportation charges prepaid by Purchaser, an inspection thereof shall reveal to MSC’s
satisfaction that Purchaser’s claim is valid under the terms of this warranty. Maximum liability is
limited to the return of any amounts received by MSC on the underlying transaction.

INSTALLATION
Unless otherwise expressly stipulated, the goods shall be installed by and at the risk and expense
of Purchaser. If MSC is requested to supervise such installation, MSC’s responsibility shall be
limited to exercising that degree of skill customary in the trade for supervising installations of
the same type. Purchaser shall remain responsible for all other aspects of the work including
compliance with the local regulations.

RETURNED GOODS
No goods may be returned to MSC without MSC’s prior written permission and issuance of an RMA
number. When requested, MSC will send a questionnaire to be filled out before the issuance of the
RMA number. MSC reserves the right to decline all returns or to accept them subject to a
handling/restocking charge. Even after MSC has authorized the return of goods for credit, MSC
reserves the right to adjust the amount of any credit given to Purchaser on the return of the goods
based on the conditions of the goods on arrival to the MSC warehouse. Credit for returned goods
will be issued to Purchaser only where such goods are returned by Purchaser and not by any
subsequent owner of the goods. Goods will be considered for return only if they are in their
original condition and packaging.

TOOL RETENTION AND DISPOSAL
All tools, either manufactured by MSC for the customer or provided by the customer, are retained
for a period of three years after the date of last use for the production of parts. Thereafter, the
tools will be discarded. Customers are required to collect their tooling before the end of the
retention period stated above.

TERMS OF PAYMENT
All first-time orders are subject to prepaid terms. Upon approval for credit purchases, and unless
otherwise stated, invoices on “open account” shipment are payable within thirty (30) days of the
invoice date. Unless specifically provided, no cash discount shall be available to Purchaser. When
a cash discount is offered, the discount price is computed from the date of the invoice. MSC does
not offer a cash discount on C.O.D. shipments. Late payments will result in an interest charge of
1.5% per month on any total outstanding balance after 10 days past the due date. The charging of
such interest shall not be construed as obligating MSC to grant any extension of time in the terms
of payment. In the event the Purchaser fails to pay for any invoice when the payment becomes due,
MSC reserves the right to either cancel the contract or suspend further deliveries. If the
Purchaser’s payments for invoices become unsatisfactory, MSC may suspend the Net terms and request
prepay arrangements for the orders.

CHANGES AND CANCELLATION
Orders accepted by MSC are not subject to changes or cancellations by Purchaser, except with MSC’s
written consent. In such cases where MSC authorizes changes or cancellation, MSC reserves the right
to charge Purchaser with reasonable costs based upon expenses already incurred and commitments made
by MSC, including, without limitation, any labor costs, material purchased, and Supplier’s usual
overhead and reasonable profit and cancellation charges from MSC’s suppliers.