Quik Tek Assembly

Terms and Conditions

QUIK TEK ASSEMBLY, LLC

GENERAL TERMS AND CONDITIONS

By its submission of any purchase order to Quik Tek Assembly (“QTA”), Customer hereby agrees to the following General Terms and Conditions:

1.     GENERAL.

  1. These General Terms and Conditions of QTA apply to and are incorporated in every quotation, bid, offer, purchase order, acceptance, confirmation and agreement concerning the sale and/or delivery of goods and services (“Products”) by QTA to third parties (“Customer”). These General Terms and Conditions and any purchase order sent by Customer to QTA are hereby collectively referred to as an “Agreement.”
    1. The applicability of any general purchasing or other conditions of the Customer are hereby expressly rejected.
  • QUOTATION; PRICING.
    • Any quotation or bid (collectively a “Quote”) submitted by QTA to Customer shall be valid for a period of thirty (30) days.
    • QTA reserves the right to revise a Quote: (i) in the event there is a change in the market price of components, parts, or raw materials (collectively, the “Raw Materials”), including any variations resulting from shortages of Raw Materials; or (ii) because of increased wages, duties, tariffs and other similar charges (including price increases and tariffs incurred by QTA’s suppliers) that are passed onto QTA.
    • Quotes do not include: duties, tariffs, other similar charges, or applicable tax or charges imposed by any taxing authority upon the manufacture, sale, shipment, storage, or use of the Products that QTA is obligated to pay or collect (other than those based on the net income of QTA). Any and all charges for these items shall be paid by Customer in addition to the pricing set forth in a Quote.
  • MODIFICATIONS TO PURCHASE ORDERS.
    • QTA may revise its Quote if Customer changes the specifications, or changes the volume of goods and services to be provided by QTA.
    • In the event Customer changes the specifications or volumes of Product(s), QTA shall estimate the cost and the delay in making the requested changes and notify Customer in writing of the change. Unless the Customer gives notice within three (3) business days of its disapproval of the modified pricing, the modified pricing shall be deemed accepted by the Customer. Notwithstanding the provisions set forth in Section 12, notice pursuant to this Section may be made by e-mail if delivered to the following address: [email protected].
    • If Customer reduces the Product volume in a purchase order, Customer shall pay QTA for all Raw Materials that were ordered and/or delivered to QTA prior to the modification. Payment for these Raw Materials is subject to Section 10.
  • DELIVERY AND ACCEPTANCE.
    • Delivery dates identified by QTA (including in a Quote) are estimates and shall not be construed as a final deadline. QTA’s failure to meet a delivery date or other term in Customer’s purchase order(s) shall not be construed as or result in default under this Agreement or any other agreement between QTA and Customer.
    • QTA may deliver Products in installments and invoice each installment separately.
    • With respect to the Products, Risk of Loss shall pass to the Customer upon leaving QTA’s facility in Tempe, Arizona.
    • The Customer is obliged to take receipt of the Products at a place and time agreed upon by the parties. If Customer fails to accept receipt of the Product(s), QTA will store the Product(s) at the Customer’s risk and expense.
    • Upon delivery of each shipment of Product(s) to Customer, Customer is obliged,  within a reasonable period of time after delivery, to inspect and evaluate the Product(s) to determine their conformity with the respective purchase order. A “reasonable period of time” with respect to Customer’s inspection and evaluation of the Product(s) shall mean ten (10) business days or less (the “Reasonable Inspection Period”).
    • Promptly following the Reasonable Inspection Period, Customer shall deliver to QTA a written acceptance or rejection of the Product(s). Any rejection by Customer, partial or otherwise, must include a statement of defect(s) and the corresponding serial number(s) of the alleged defective Product(s).
    • IF CUSTOMER FAILS TO SUBMIT A WRITTEN ACCEPTANCE OR REJECTION FOR ANY SHIPMENT OF PRODUCT(S) WITHIN FIFTEEN (15) BUSINESS DAYS AFTER DELIVERY TO CUSTOMER, THE SHIPPED PRODUCT(S) SHALL BE DEEMED ACCEPTED.
    • If, within the Reasonable Inspection Period, Customer provides QTA with an effective notice of rejection, QTA will use commercially reasonable efforts to cure the alleged defects, if any, and shall return the cured Product(s) to Customer for reinspection and revaluation. Customer’s acceptance of the cured Product(s) is subject to the deadlines as set forth in Sections 4.5-4.7.
  • PAYMENT.
    • Payment by the Customer to QTA shall be made within thirty (30) days from the invoice date. Absent an agreement to the contrary, Customer may not unilaterally offset, discount, or reduce any payment owed to QTA.
    • If the Customer fails to pay the full amount of an invoice by the deadline set forth in Section 5.1, all amounts owed shall accrue interest at the rate of 1.5% per month or part thereof.
    • If a third-party is employed to collect outstanding balances owed, Customer shall be responsible to pay the reasonable costs, including attorney’s fees, for the collection of the amount owed.
  • WARRANTIES; DISCLAIMER OF WARRANTIES.
    • Subject to the limitations set forth in this Section, QTA warrants that any given Product meets the specifications for that Product, and that, pursuant to Section 7, below, QTA will remedy, at its own cost, any defective Product that does not meet the Specifications. SUCH WARRANTY, HOWEVER, SHALL TERMINATE SIX (6) MONTHS AFTER CUSTOMER’S RECEIPT OF DELIVERY OF THE PRODUCT(S)(the “Warranty Period”).
      • QTA’s warranty is not applicable to errors resulting from design defects, specification defects, or physical damage incurred after shipment. Any signs of tampering or disassembly of any Product shall automatically void any remaining warranty.
  • QTA MAKES NO WARRANTY, EXPRESS OR IMPLIED, CONCERNING MERCHANTABILITY OR FITNESS OF ITS PRODUCTS FOR A PARTICULAR PURPOSE.
  • .
  • LIABILITY. Without prejudice to the provisions of Section 6 of these General Terms and Conditions and with the exception of intent or willful recklessness on the part of QTA, QTA’S TOTAL LIABILITY TO CUSTOMER FOR ANY KIND OF LOSS, DAMAGE, OR LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, UNDER ANY THEORY OF LIABILITY, SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO QTA TO PERFORM THE WORK. IN NO EVENT SHALL QTA BE LIABLE TO THE CUSTOMER FOR DIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT QTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
  • INDEMNIFICATION. To the fullest extent permitted by law, Customer shall protect, indemnify, hold harmless, and defend QTA and its employees, directors, agents, suppliers, licensees, successors and assigns (the “Indemnitees”) against any and all claims, causes of action, suits, losses, costs, damages, expenses, or liabilities (including reasonable attorney’s fees court costs and any other costs of litigation)(hereinafter collectively referred to as “losses”) resulting from, or arising out of the acts, failures to act, omissions, negligence, or fault of QTA, including any faulty performance of an order of materials, equipment or personnel used or furnished by QTA, its employees or suppliers, unless such losses are solely caused by the Indemnitee’s act, failure to act, omission, negligence, or fault. 
  1. CANCELLATION.
    1. Customer may cancel a purchase order, or any part thereof, at any time, by written notice to QTA, provided, however, that Customer shall pay for any completed or partially completed Product(s), and Raw Materials ordered and/or delivered to QTA with respect to the given purchase order on the date of the cancellation.
    1. To secure the best pricing for Customer, Customer understands that QTA sometimes orders Raw Materials in excess of the exact number of Raw Materials necessary to fulfil a purchase order.  If Customer cancels a purchase order, Customer is responsible for payment of all Raw Materials, including excess Raw Materials ordered.
    1. A Twenty-Five percent (25%) mark-up fee shall be applied to the cost of Raw Materials ordered and/or delivered to QTA with respect to any cancelled purchase order.  
  1. FORCE MAJEURE.
    1. “Force Majeure Event” includes war, disturbances, fires and other disasters, lack of raw materials, fuels, operational breakdowns, strikes, lockouts, government intervention, traffic breakdowns, and weather and other circumstances.
    1. If, as a result of a Force Majeure Event,  QTA is unable to comply with its obligation(s) under an existing Agreement for a period of twenty-five (25) days, QTA and/or Customer may terminate all or part of an existing Agreement.
    1. QTA shall be not responsible for its failure to perform its obligations under an Agreement if cancelled pursuant to this Section.  QTA shall return any deposits paid by Customer, subject to any Raw Materials ordered by QTA, and QTA shall have no further obligation to Customer as a result of a termination resulting from a Force Majeure event.
  1. NOTICES. Unless stated otherwise, all notices sent to QTA shall be delivered via USPS certified mail, return receipt requested to the following address:

Quik Tek Assembly

Attn: Natalie Rhodes

1555 W. Elna Rae Street

Tempe, Arizona 85281

  1. GOVERNING LAW; JURISDICTION.
    1. Any offer from, and all Agreements between QTA and Customer shall be exclusively construed in accordance with the substantive laws of the State of Arizona.
    1. Venue for disputes between QTA and Customer and arising out of these General Terms and Conditions shall be in Maricopa County, Arizona.
    1. THE PARTIES HEREBY AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO AN AGREEMENT OR THE BREACH THEREOF, SHALL BE SETTLED BY ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
    1. In the event of a dispute between the parties, the prevailing party shall be awarded its reasonable attorney’s fees and costs in any action or arbitration.
  1. FINAL PROVISIONS.
    1. If any provision of these General Terms and Conditions is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.
    1. No alteration, amendment, waiver, cancellation or any other change in any term or condition of these General Terms and Conditions shall be valid or binding on either party unless agreed upon by QTA and Customer in writing and signed by QTA. ***