Sales Terms & Conditions
April 7, 2025
Buyer agrees to purchase and Cardinal Components agrees to sell the goods described on Buyer’s purchase order per the specification agreed to by both parties subject to the following terms and conditions:
- Acceptance of Purchase Orders: Cardinal Components (Cardinal) accepts purchase orders conditioned upon Buyer’s
assent to Cardinals’ sales terms and conditions. Acceptance is subject to final credit approval at Cardinals’ sole discretion. - Confirmation of Purchase Orders: Buyer shall examine Cardinals’ confirmation for discrepancies
with Buyer’s purchase order with respect to the following: merchandise specifications, quantity, price, delivery date and special requirements, if any. Cardinal will not be responsible for errors or discrepancies in any of the above if Cardinal is not notified by Buyer within fifteen days of the date of receipt of Cardinals’ confirmation. - Delinquent Invoices: Purchase orders will be held up for delivery if any delinquent invoices are outstanding.
- Delivery: Delivery dates indicated are Cardinals’ best estimates of delivery time. Cardinal shall not be responsible for delays or defaults in deliveries due to causes beyond Cardinals’ control.
- Prices: All prices are EXW point of shipment (Ex-Factory), unless otherwise specified, and do not include any taxes, tariffs or imposts levied by any government or governmental agency. Any such taxes, tariffs or imposts shall be paid by Buyer.
- Shipment: Shipments shall be made FOB Cardinals’ factory in Lynnwood, WA. U.S.A. or one of Cardinals’ factories outside the U.S.A. unless otherwise specified. Risk of loss passes to Buyer upon the transfer of the goods from Cardinals to the carrier at Cardinals’ premises.
- Payment Terms: Net 30 days if credit is established, pre-payment by credit card if credit is not established. Delinquent amounts bear interest at the rate of twelve percent per annum until paid. If any delinquent amount is placed in the hands of an attorney for collection, Buyer agrees to pay all costs of collection, including a reasonable attorney’s fee.
- Inspection/Acceptance: Buyer shall inspect the goods promptly upon receipt. Failure to inspect within thirty days after receipt shall constitute a waiver of Buyer’s right of inspection and shall constitute acceptance of the goods. Notice of any defects, damages, failure to meet specifications or of any shortage in
goods delivered by Cardinal to Buyer must be given to Cardinal within five days of inspection by Buyer. Failure to give such notice within the prescribed period shall constitute acceptance of the goods. - Limited Warranty: Cardinal warrants to the original purchaser that all goods shall be free from defects in material and workmanship at the time of shipment. If Buyer claims any goods to be defective, Buyer must immediately, within five days after inspection, provide Cardinal with defect information and samples. If the defect is verified and the terms for returning defective parts are confirmed, Cardinal will issue an RMA number (Return Material Authorization). Buyer shall return parts within 30 days after RMA is issued (our RMA number needs to appear on all packaging and paperwork). Upon such return, Cardinals’ sole obligation shall be to repair or replace (at Cardinals’ option) all defective goods and return the new or repaired goods to Buyer at Cardinals’ expense. This warranty does not extend to any of our goods, whether by themselves or as parts of other products, which have been subject to misuse, neglect, accident, improper application, improper installation or which have been implanted in the human body, nor shall it extend to goods, products or material which have been altered or repaired by anyone other than an authorized representative of Cardinal. Cardinals’ products are not designed, intended, authorized or warranted to be suitable for use in life support applications, devices or systems or other critical applications that may involve potential risks of death, personal injury or severe property or environmental damage. Inclusion of Cardinals’ products in such applications is understood to be fully at the risk of the customer.
This warranty is in lieu of all other warranties expressed or implied, including warranties of merchantability or fitness for a particular purpose. In no event shall Cardinal be liable to Buyer for consequential, incidental or punitive damages, including but not limited to, loss of profit or revenue, loss of use of machinery or equipment, downtime costs, or claims of Buyer’s customers or other third parties for damages. In no event shall damages exceed the amount of the purchase price of the goods involved. - Export Control: Buyer understands that the Products purchased are subject to export regulation by the United States or other governments, and agrees that it will not provide or assist in providing the Products or Product information to a Customer or a potential Customer, within or outside the Territory, without ensuring clearance from Cardinal for the purpose of compliance within the US Export Administration Regulations and any other laws or regulations applicable to export transactions, including, without limitation, the US Arms Export Control Act and the International Traffic in Arms Regulations. Buyer will grant Cardinal all reasonable access to documents, materials, or information that Cardinal may request in furtherance of any compliance efforts, including the name and address of each end-user and potential end-user of the Products and technical data related thereto, the use given or contemplated to be given to the Products or technical data by such end-user or potential end-user, and any other reasonable information requested. Buyer understands and agrees that any sale by Cardinal may be cancelled if appropriate authorization is not obtained from the governments exercising export authority. Cardinal will not be liable to Buyer in any way for any such cancellations. Buyer further agrees that it is Buyer’s responsibility to comply with the US Department of Commerce, Export Administration Regulations if Buyer exports or re-exports the Product. Buyer bears legal responsibility and financial liability in entirety for any violation to such regulations.
- Governing Law: The terms and conditions herein shall be governed and construed in accordance with the laws of the state of Washington. Buyer agrees to submit to the nonexclusive jurisdiction of the courts of the State of Washington and of the US Federal District Court for the Western District of Washington at Seattle.
IMPORTANT NOTICE
Cardinal Components Incorporated (CARD) reserves the right to make corrections, improvements, modifications and other changes to this product at anytime. CARD reserves the right to discontinue any product or service without notice. Customers are responsible for obtaining the latest relevant information before placing orders and should verify that such information is current and complete. All products are sold subject to CARD’s terms and conditions of sale supplied at the time of order acknowledgment.
Cardinal Components warrants performance of this product to the specifications applicable at the time of sale in accordance with Cardinal’s limited warranty. Testing and other quality control techniques are used to the extent Cardinal deems necessary to support this warranty. Except where mandated by specific contractual documents, testing of all parameters of each product is not necessarily performed. Cardinal assumes no liability for application assistance or customer product design. Customers are
responsible for their products and applications using Cardinal components. To minimize the risks associated with the customer products and applications, customers should provide adequate design and operating safeguards.
Cardinal products are not designed, intended, authorized or warranted to be suitable for use in life support applications, weapons, weapons systems or space applications, devices or systems or other critical applications that may involve potential risks of death, personal injury or severe property or environmental damage. Inclusion of Cardinal products in such applications is understood to be fully at the risk of the customer. Use of Cardinal products in such applications requires the written approval of an appropriate Cardinal officer. Questions concerning potential risk applications should be directed to Cardinal.
Cardinal does not warrant or represent that any license, either express or implied, is granted under any Cardinal patent right, copyright, artwork or other intellectual property right relating to any combination, machine or process which Cardinal product or services are used. Information published by Cardinal regarding third-party products or services does not constitute a license from Cardinal to use such products or services or a warranty or endorsement thereof. Use of such information may require a license from a third party under the patents or other intellectual property of the third party, or a license from Cardinal under the patents or other intellectual property of Cardinal.
Reproduction of information in Cardinal data sheets or web site is permissible only if the reproduction is without alteration and is accompanied by associated warranties, conditions, limitations and notices. Reproduction of this information with alteration is an unfair and deceptive business practice. Cardinal is not responsible or liable for such altered documents. Resale of Cardinal products or services with statements different from or beyond the parameters stated by Cardinal for that product or service voids all express and implied warranties for the associated Cardinal product or service and is an unfair or deceptive business practice. Cardinal is not responsible for any
such statements.
