Should Xilix Systems LLC (Buyer) determine at the time of receipt of any partial or entire shipment received at 504 Tradesmens Park Dr, Hutto, TX 78634, that the terms of any section below have not been adhered to fully, a written communication detailing the issues of non-compliance will be forwarded to the suppler via email within 24 hours of receipt of shipment. This failure to comply with our instructions without prior approval from Xilix Systems LLC will result in a deduction, designated as a “non-Compliance Fee” of 10% from the supplier’s total invoice.
PRICES, TERMS OF PAYMENT: The prices and terms of payment stated on the Purchase Order apply to all shipments made or services rendered. Unless otherwise indicated, prices are firm. Prices are based on U.S. dollars and payment shall be made in U.S. dollars. Seller shall be responsible for any taxes or duties on the goods or services except for any such taxes or duties imposed by applicable law specifically upon Buyer.
DOCUMENTATION: All materials must be shipped with a packing list detailing items, quantities, description of products.
SHIPPING: Unless otherwise noted on the purchase order, or communicated directly, items are to be shipped ground and the cost added to the Seller’s Invoice.
ACCEPANCE OF GOODS: All material must be packaged suitable for transportation. All material provided will be subject to inspection/verification and testing (if required). Any damaged, defective or material not in conformity with the requirements of the Purchase Order, Quote or Buyer’s design may be rejected. The packaging and handling expense will fall to the Seller for return.
SUBSTITUTIONS and/or EXTRAS: No substitution of materials or accessories may be made without Buyer’s consent. No charges for extras will be allowed unless such extras have been ordered by the Buyer and the price agreed upon.
CANCELLATION: An addition to any other provisions contained herein for the cancellation or termination of the Purchase Order, BUYER may cancel the Purchase Order, for any reason or no reason, in whole or in part, by notice to SELLER on the condition that BUYER pay to SELLER the actual net cost to SELLER incurred in good faith prior to SELLER’s receipt of the cancellation notice in connection with this Purchase Order, provided, however, that in no event shall BUYER be liable for SELLER’s commitments or production arrangements in excess of the amount, or in advance of that time, necessary to meet BUYER’s delivery schedule.
AWARENESS: Seller shall ensure their staff and external providers are aware of their contribution to product and service conformity, product safety and the importance of ethical behavior.
INTELLECTUAL PROPERTY: Any data and information provided the buyer has been developed using the Research & Development resources of Xilix Systems, LLC, and as such, this data or information is proprietary to and is confidential and/or a trade secret of Xilix Systems, LLC. All rights, title, and interest in any invention, idea, discovery, innovation, and/or other development that is made or conceived by Xilix Systems LLC or jointly by Xilix Systems LLC and others is solely the work of Xilix Systems LLC. By accepting services provided by Xilix Systems, LLC the buyer agrees to and accepts that Xilix Systems, LLC maintains all rights or claims to our intellectual property. Buyer further agrees that all designs, drawings, trade secrets, patent and copyrights, computer programs, software, computations, work papers, ideas, inventions, discovery, innovation, and/or all documents of any kind are solely Xilix Systems, LLC proprietary property. This addendum regarding Intellectual Property will supersede any terms that were outlined in any purchase or other agreement executed between buyer and seller, and by choosing to use Xilix Systems, LLC the buyer agrees to these terms. The buyer agrees not to reproduce, use or disclose this information, data, designs, drawings, schematics etc., in whole or in part to any person or organization without express written approval from Xilix Systems, LLC.