Terms and Conditions of Sale

Last updated: 2/9/2025

​

Haxlar, Inc.’s (“Haxlar”) supply of products or services to purchaser (“Purchaser”) is subject to these Terms and Conditions of Sale (“T&Cs”):

1. APPLICATION

These T&Cs apply to: (a) all proposals and quotations submitted by Haxlar to Purchaser; (b) all purchase orders received and filled by Haxlar, and (c) all sales of goods and services sold by Haxlar. Any services provided by Haxlar, regardless of whether they are otherwise ancillary and part of a sale of goods, will be considered ancillary to a sale of goods and Article 2 of the Uniform Commercial Code will apply.

​

2. FORMATION

A written quotation issued by Haxlar is an offer to sell. Purchaser accepts the T&Cs and an agreement is formed by any of the following: (1) Purchaser signs and returns a copy of the T&Cs, or (2) Purchaser fails to object in a writing sent to Haxlar within 10 business days after receipt of the T&Cs and places a purchase order or gives instructions to Haxlar respecting manufacture, assortment, or delivery of the goods or services. All terms and conditions proposed by Purchaser that are different from or in addition to the T&Cs, including those on the face of any purchase order, are expressly rejected by Haxlar.

3. AUTHORITY OF SELLER’S AGENTS

No agent, employee, or representative of Haxlar has authority to bind Haxlar to any affirmation, waiver, representation, or warranty concerning the goods that is not expressly included within the Agreement.

4. PRICES

Prices contained in individual written quotations or proposals issued by Haxlar are firm only for a period stated therein. If no period is stated, the prices are only valid for 30 days. After the firm price period, the prices are subject to change, and Purchaser should inquire of Haxlar as to their validity and request a written confirmation or revision.

All prices are in United States dollars. Goods that are procured by Haxlar from sources outside the United States are predicated on the rate of exchange in force at the time of the quotation (or Order if there is no quotation). If the rate of exchange between the United States dollar and the currency of the country from which the goods are procured varies between the date of the quotation (or Order if there is no quotation) and delivery of the goods, the price of the goods will be increased accordingly to compensate Haxlar for such variation.

Prices contained in individual written quotations do not include taxes or government fees levied on the installation and inspection of the goods. All export and import permits and licenses and the payment of all export and import duties and customs fees are the responsibility of Purchaser.

Prices for goods to be produced in China contained in individual written quotations include the tariff cost based on the rate as of the date of the quote. If the tariff rate varies between the date of the quotation (or Order if there is no quotation) and delivery of the goods, the price of the goods will be increased accordingly to compensate Haxlar for any such variation.

5. RISK OF LOSS AND TITLE

Unless otherwise stated in a writing signed by Haxlar, the goods will be delivered F.O.B. Haxlar’s dock. Regardless of whether Haxlar prepays shipping charges, risk of loss passes to Purchaser upon tender of the goods to a carrier and Purchaser is responsible for selecting its preferred freight carriers and responsible for their performance, including delays, damage, or scheduling errors. Notwithstanding the transfer of the risk of loss, title to the goods will remain with Haxlar until Purchaser pays for the goods in full.

6. CHANGES OR DELAYS

Purchaser may from time to time, by notice to Haxlar, request changes to the products or services, including to the drawings, specifications, materials, packaging, time or method of delivery or shipment, or similar requirements. At Haxlar’s request, with appropriate supporting documentation, the parties will agree upon an equitable adjustment to the prices and times for performance that result from the Purchaser’s requested changes.

If any delay in delivery beyond the date of delivery scheduled is requested or otherwise caused by Purchaser, Haxlar may adjust the price under the provisions of this subsection, to cover increased costs of performance due to, among other circumstances: volume fluctuations and increases in the costs of labor, materials, production, or transportation and change in specifications or directions or in the law or other conditions beyond Haxlar’s reasonable control.

7. SHIPPING AND PACKING

Haxlar will not be responsible for any freight, transportation, insurance, shipping, storage, handling, demurrage, or similar charges arising out of its performance. All goods will be packed for shipment in accordance with standard practices. It is Purchaser’s responsibility to determine whether special packaging procedures or materials are appropriate. Purchaser will pay Haxlar for all additional procedures or materials. Purchaser will pay Haxlar for additional handling charges for small, expedited or other shipments outside Haxlar’s normal and ordinary course of business. As an example only, requests for drop shipments must be in writing and an additional charge will apply.

8. INVOICING AND PAYMENT

Invoices may be rendered separately for each shipment made by Haxlar. Purchaser will pay all invoices net 30 days after the date of shipment. All amounts not paid when due will incur a carrying charge of 1.5% per month to the extent allowed by law and otherwise at the highest written contract rate allowed by law.

9. MANUFACTURING

Haxlar may elect to provide goods or to procure such goods from third-party subcontractors or suppliers, including those located in countries outside the United States. To the extent that any requirements imposed by a governmental authority may limit or preclude the acceptance of products manufactured or sourced outside the United States (or from particular countries), or impose additional duties or other cost on products from such country of manufacture, Haxlar may at its option change the source of manufacture or supply, or terminate the Agreement without liability.

10. DELIVERY AND DELAYS

Shipping dates are estimates based on Haxlar’s present engineering and capacity and scheduling, and may be revised by Haxlar upon receipt or scheduling of Purchaser’s order. Timely delivery is dependent on Purchaser providing Haxlar with the minimum lead time quoted by Haxlar and Haxlar’s prompt receipt of a written purchase order or acceptance, letter of credit, down payment, or other conditions as specified in the Agreement, and of all drawings, information, and approvals necessary to provide the goods.

Unless otherwise agreed, Haxlar will deliver the goods FCA Haxlar’s Dock (Incoterms 2010). Purchaser must pay all expedite costs and fees including those that result from Purchaser’s failure to provide Haxlar the quoted lead time, unless delay was exclusively due to the fault of Haxlar, in which case Haxlar will be responsible for the incremental difference between the normal delivery costs and expedited delivery costs. Purchaser is responsible for making any claim against the carrier and other handlers of the goods after delivery to Purchaser.

If shipment or other performance by Haxlar is delayed at the request of or due to the fault of Purchaser, Haxlar may hold the goods at the place of manufacture or elsewhere at the risk and expense of Purchaser. In the event of any such delay in shipment, full and final payment for goods is due and payable 30 days after Purchaser is notified that the goods are ready for shipment.

Haxlar will not be in default because of delay or failure to deliver resulting, in whole or in part, from: (a) any foreign or domestic embargoes, seizures, acts of God, insurrections, war, or the adoption or enactment of any law, ordinance, regulation, ruling, or order; (b) shortages of raw materials or labor; (c) the lack of usual means of transportation, fires, floods, explosions, strikes or other work actions, or any other accidents, contingencies, or events, at Haxlar’s or its supplier’s plant or elsewhere that directly or indirectly interfere with, or render substantially more burdensome, Haxlar’s production, delivery, or performance; (d) delays by Purchaser in inspecting and acceptance, in furnishing requested specifications, materials, tooling, or information, in making payments, or otherwise; (e) failure of Haxlar’s suppliers to perform including any third party’s failure to provide directed source supplies or components. If one or more deliveries hereunder is delayed by reason of any one or more of such occurrences for a period of 30 days, Haxlar may, at its option, terminate the Agreement as to the undelivered goods or waive such delay and establish a new delivery schedule.

11. INSPECTION AND REJECTION

Purchaser may reject the goods only for material nonconformities; any nonmaterial nonconformities will be resolved under the express warranty. All samples, prototypes, and goods will be deemed approved and accepted by Purchaser unless it provides a written objection or rejection within seven days of receipt that states with specificity all defects and nonconformities claimed. All defects and nonconformities that are not so specified are waived. Haxlar will advise Purchaser within a reasonable time as to a disposition of the goods rejected, whether to sort, destroy, return, or otherwise dispose of them. There will be no limitation on the period of time in which Haxlar may cure any nonconformity or breach, provided it continues to make reasonable efforts to do so.

12. EXPRESS WARRANTIES

Haxlar expressly warrants only that the goods or services will (i) conform to the specifications, drawings, samples, and descriptions furnished to or by the Purchaser, and (ii) are of good material and workmanship, and free from defect (excluding design). Haxlar will not be responsible and does not warrant the design, fitting, or fitness for a particular purpose of any goods which are designed by Purchaser. If any goods or service are determined to be defective, Purchaser’s remedies are limited to repair or replacement of the defective goods within the period of 12 months from delivery. This is not a warranty of performance, but a limited warranty as to the condition of the goods at delivery. Because the goods may be subject to a wide variety of use, installation, maintenance, and cleaning, the warranty is only against such defects and not against any other failures such as, but not limited to, those due to normal wear and tear, normal maintenance, and unknown causes.

13. PATENT WARRANTIES

If the designs or specifications are furnished by Purchaser, Purchaser warrants that they do not infringe on any patent or other intellectual property right, and must indemnify and hold harmless Haxlar from any claims of infringement against Haxlar relating to their use. Haxlar disclaims any warranties of noninfringement.

14. DISCLAIMER AND LIMITATION OF EXPRESS WARRANTIES

There are no express warranties other than those contained in the Agreement. Regardless of whether the goods are to be used exclusively by Purchaser, there will be no third-party beneficiaries to the express warranties contained in these T&Cs. Haxlar does not warrant any portion of the goods not conceived, designed, developed, or manufactured by Haxlar. Haxlar does not warrant that it or the goods are in compliance with any entity, organization, or industry standards, guidelines or procedures unless agreed to in writing.

15. REMEDIES AND LIMITATION OF LIABILITY

Defective or nonconforming goods or parts thereof discovered during the express-warranty period will be repaired or replaced by Haxlar without any additional charge. Haxlar’s warranty obligation is limited to the repair or replacement of any part of the goods that Purchaser must, exercising reasonable judgment and within the warranty period, return to Haxlar, with transportation charges prepaid by Purchaser, and that Haxlar will determine upon examination to be defective or not in conformity with the express warranties. Haxlar’s obligation to repair or replace any defective goods will not exceed the purchase price paid by Purchaser for the goods that fail due to a defect covered by Haxlar’s express warranty. In lieu of repair or replacement, if Haxlar elects, it may, upon return of such goods and making a determination of nonconformity or defect, keep the goods and refund the purchase price.

Under no circumstances will Haxlar be liable for exemplary, punitive, special, consequential, or incidental damages, including: lost profits or revenues; increased costs; damage to equipment, tooling, premises, or work-in-process; cost of capital; cost of purchased power; substitute or additional equipment, facilities, or services, production interruption or start-up; or the claims of third parties for such damages. Purchaser waives any causes of action or theories of liability including those arising under contract, tort, strict liability, product liability statutes, or otherwise, except as specifically provided by the UCC as modified and limited in these T&Cs.

Haxlar will not be liable for any costs related to a recall, service campaign, or similar action without its prior written consent. Haxlar’s maximum obligation in any such activity (including the provision of replacement goods and all other costs) will not exceed 2% of Haxlar’s average annual sales to Purchaser of the specific good.

16. INDEMNIFICATION

Purchaser will defend and indemnify Haxlar from all lawsuits, liability, claims, damages, losses, costs, and expenses incurred, including reasonable attorney’s fees: (a) resulting from Purchaser’s use or disclosure of Haxlar’s confidential or proprietary information; and (b) resulting from the Purchaser’s, its agent’s, employee’s, and customer’s, uses of the goods, or with respect to matters and allegations that the goods are defective in design, material, or workmanship.

Purchaser will indemnify and defend Haxlar against third-party claims or demands for injury or death to persons, property damage, economic loss, and any resulting damages, losses, costs, and expenses (including reasonable legal fees), if and to the extent caused by or related to Purchaser’s (1) specification of materials in the goods, (2) Purchaser’s design of the goods, or (3) any instructions or warranties for the goods, regardless of whether the claim or demand arises under tort, contract, strict liability, or other legal theories.

17. NON-DISCLOSURE OF INFORMATION, DESIGNS AND DATA

The parties will keep confidential the features of any equipment, tooling, patterns, designs, drawings, processes, engineering and business data and other technical and proprietary information (without limitation), furnished during the performance of the supply relationship and use such items only in production of supplies from Haxlar.

18. INTELLECTUAL PROPERTY 

Purchaser does not transfer to Haxlar any patent, trade secret, trademark, service mark, copyright, or other intellectual property right (“Intellectual Property Right”) of Purchaser in information, documents, or property that Purchaser makes available, other than the right to use Purchaser’s Intellectual Property Rights to produce and supply goods and services to Purchaser. Haxlar does not transfer to Purchaser any Intellectual Property Right of Haxlar related to the goods or services or incorporated in Purchaser’s goods, other than the right to sell those goods.

Purchaser warrants that any designs or specifications it provides to Haxlar will not infringe any Intellectual Property Right by reason of their manufacture, use, or sale. Purchaser will indemnify, defend, and hold harmless Haxlar, its agents, employees, successors and customers against all such claims, demands, losses, suits, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of any suit, claim or action for actual or alleged direct or contributory infringement of any Intellectual Property Right for all goods designed by Purchaser.

Engineering, consulting or development services (“Development Services”) funded by Purchaser that results in any idea, invention, concept, discovery, work of authorship, patent, copyright, trademark, trade secret, know-how or other intellectual property (“IP”) shall be the sole property of Purchaser.

19. COMPLIANCE

Purchaser warrants that any designs or specifications it provides to Haxlar will comply with any and all applicable federal, state, local, and foreign laws, regulations
and other legal requirements, including but not limited to the Federal Hazardous Substances Act, the Transportation Safety Act of 1974, the Hazardous Materials Transportation Act, the Clean Air Act, the Toxic Substances Control Act, the Clean Water Act, the Resource Conservation and Recovery Act and Sections 6,7, and 12 of the Fair Labor Standards Act, and such amendments to such laws and regulations and policies, orders, permits, licenses and governmental approvals promulgated or issued thereunder. Purchaser will indemnify, defend, and hold harmless Haxlar, against all suits, actions or proceedings, at law or in equity, and from all claims, demands, losses, judgments, damages, costs, expenses, or liabilities, including reasonable attorneys' fees, arising out of any failure of Purchaser to comply with any applicable laws and regulations.

20. MISCELLANEOUS

The failure of Haxlar at any time to require performance by Purchaser of
any provision of the T&Cs will in no way affect the right to require such
performance at any time thereafter, nor will the waiver of a breach of
any provision constitute a waiver of any succeeding breach of the same or any other provision

Haxlar and Purchaser are independent contracting parties and do not grant either party any authority to assume or to create any obligation on behalf of or in the name of the other.

The T&Cs and any Agreement between the parties is to be construed according to the law of the State of Michigan, without regard to its conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply. Purchaser agrees that the forum and venue for any legal action or proceeding concerning this Purchase Order will lie in the appropriate federal or state courts in the place of shipment by Haxlar or the State of Michigan and specifically waives any and all objections to such jurisdictions and venues.

If any term of this Purchase Order is invalid or unenforceable under any statute, regulation, ordinance, executive Purchase Order, or other rule of law, that term will be deemed reformed or deleted, but only to the extent necessary to comply with such statute, regulation, ordinance, Purchase Order or rule, and the remaining provisions of this Purchase Order will remain fully in effect.

​