Terms and Conditions of Sale

Invoice Terms and Conditions of Sale

Orders

No contract exists until Buyer places an order for delivery and such order is accepted in writing by Quest and Quest issues its invoice based on the accepted order, as supplemented by the Quest invoice.

Price

All prices are in U.S. dollars. Prices are subject to change at any time prior to Quest's acceptance of any order. Prices are for Products only and do not include taxes, shipping charges, freight, duties and other charges or fees. Buyer is responsible for all Additional Fees.

Cancellation

Buyer may not change, cancel or reschedule accepted orders for standard Products without Quest's consent. All orders for Products identified by Quest as non-standard or "NCNR" may not be cancelled, revoked, rejected (unless non-conforming, as confirmed by Quest) or returned.

Delivery

Any estimates of time for delivery made by Quest are made in good faith based on information then available, but not guaranteed, and Buyer acknowledges and agrees that Quest assumes no liability for any loss, underlying general damages, special damages or consequential damages due to any delays or changes. All orders over the amount of US $100.00 shall be subject to an insurance fee payable by Buyer, unless Buyer has supplied Quest with a current insurance binder with Buyer’s transit policy limit and with Quest named as an additional insured. All shipments shall be F.O.B. at the originating shipping point. In the absence of specified instructions approved by Quest, Quest shall select the shipper. Title to the material shall pass to Buyer upon delivery thereof by Quest to the shipper or delivery service. All risk of loss passes to Buyer upon delivery to carrier or shipper. Upon such delivery by Quest to the shipper, Buyer shall assume all risk. Quest reserves the right to over and/or under ship not more than two percent (2%) of the specified quantities of Product in an approved Purchase Order.

Use of Product

No Products supplied by Quest shall be used in the design, development, production, utilization, maintenance or operation of, or otherwise incorporated into:

  1. Any weapons (Weapons of Mass Destruction (nuclear, chemical or biological weapons or missiles) or conventional weapons);
  2. Goods or systems specifically designed or intended for military end-use or military end-users; or
  3. Goods or systems that are to be redirected or resold to nations or organizations subject to U.S. export embargos or restrictions.

Unless specifically otherwise agreed in writing, products sold by Quest are not intended for, and will not be used in, critical safety, life support systems, human implantation, nuclear facilities or systems or any other application where product failure could lead to loss of life or catastrophic property damage. If Buyer uses or resells the Products for use in any such applications or fails to comply with the manufacturer's product specifications, Buyer acknowledges that such use, resale or non-compliance is at Buyer's sole risk. Buyer indemnifies Quest against all claims made by third parties against Quest arising out of such personal injury, loss or damage and agrees to defend Quest against any such claims and pay all defense costs, including reasonable attorneys’ fees, incurred in connection therewith.

Warranty

Quest makes no warranty with regard to the fitness of any Product for Buyer’s particular or intended use, or that Products sold will be compatible with Buyer’s circuit or product designs. Buyer acknowledges and agrees that Quest disclaims any implied warranty of merchantability. Buyer further acknowledges and agrees that there are no warranties that extend beyond any express, limited warranties that may be set forth herein.

Any limited warranties extend only to Buyer, as the original purchaser of the Product.

Quest warrants that any Product sold by Quest will be free from defects in form, fit and function for a limited period of one hundred eighty (180) days from the original invoice date (the “Warranty Period”). The limited warranty does not apply to any Product that: (i) has been used in any restricted application or system outlined in the above section "Use of Product" (ii) has been subject to abuse, misuse (including, without limitation, static discharge), neglect, accident or modification; (iii) is otherwise not capable of being tested; (iv) has been installed in an unsuitable installation environment for the Product; (v) has been used for purposes other than for which it was designed; or (vi) has been damaged by heat, moisture, electrostatic discharge or similar causes.

Buyer’s sole remedy for any breach of the limited warranty set forth herein shall be one of the following remedies, as selected by Quest in its sole discretion: (i) the replacement of the non-conforming Product; or (ii) the refund of the purchase price paid for the non-conforming Product within the Warranty Period, in accordance with Quest’s return policy.

Returns / Rejections

All Products shall be inspected by Buyer at the time of Buyer’s receipt and all non-conforming Products must be returned within fifteen (15) days of initial receipt. No Product shall be accepted for return without Quest’s written authorization. Such returns must be shipped via “least cost” method and will not be accepted if COD.

Limitation of Liability

Quest shall have no liability for special, general or consequential damages of any kind or from any cause whatsoever. Quest’s liability shall be limited, in Quest’s sole discretion, to one of the following: (i) the replacement of non-conforming Product; or (ii) the refund of the purchase price of the non-conforming Product, conditioned on Quest’s receipt of the non-conforming Product within the Warranty Period, in accordance with Quest’s return policy. In no event shall Quest be liable for damages or expenses caused by the use of the non-conforming Product.

Terms of Payment

Quest offers the following payment methods: Check, MasterCard, VISA, American Express, Discover, C.O.D. and prepaid by wire transfer, as well as Net Terms to qualified Buyers, as determined by Quest, in writing. Payment must be made in U.S. dollars. Quest reserves the right to require payment in advance of a requested C.O.D. payment request and shall have the right to otherwise modify credit terms. When partial shipments are made, payments for such partial shipments shall become due in accordance with designated terms upon issuance of Quest’s invoices for such partial shipment.

Quest may, at any time, alter or suspend credit, refuse shipment, or cancel unfilled orders when, in its sole discretion, Quest concludes that the financial condition of Buyer is such that there is an unacceptable risk of non-payment.

Payments not made when due shall be subject to a service charge of 1.5% per month, “18% per annum,” to compensate for loss due to delay in receiving payment.

Buyer agrees to pay all fees (i.e., collection fees, reasonable attorneys’ fees, court costs, or any other associated costs, etc.) incurred by Quest as a result of Buyer’s failure to pay Quest’s invoice within the terms set forth therein.

Incoterms

All international shipments are Ex-Works Quest’s location.

Governing Law / Jurisdiction

These Terms and Conditions and associated invoices shall be governed by the laws of the State of California. Buyer agrees that all legal proceedings concerning disputes regarding the Invoice, including non-payment, these Terms and Conditions and Buyer’s Purchase Order shall be commenced in the Superior Court of California, County of Los Angeles and consents to the jurisdiction of such court to resolve any such disputes.

Assignment

Orders entered into Quest’s books cannot be countermanded absent Quest’s written consent and upon terms that indemnify Quest against all loss and expense. Buyer shall not assign any warranty, guaranty or other rights, if any, set forth in these Terms and Conditions and the associated invoice, nor shall any subsequent buyer or user of the Products be entitled to any rights or benefits granted to Buyer as provided herein.

Modification of Invoice

Any modification of this Invoice or additional provisions beyond those stated in these Terms and Conditions and the associated invoice shall be binding only if evidenced in a writing signed by Buyer and Quest.

Entire Agreement

This Invoice constitutes the entire agreement between the parties relating to the Terms and Conditions of sale of the Products identified in any approved Purchase Order. Any conflicting terms or provisions contained in any Purchase Order shall not be binding on Quest. Any prior understanding or representation of any kind relating to the Terms and Conditions of sale preceding the date of this Invoice shall not be binding on Quest, except to the extent expressly set forth in this Invoice.