Supplier Terms and Conditions

Preamble

The following General Terms and Conditions of Elphel, Inc. (hereinafter "Elphel") govern all relationships between Elphel, Inc. and it's suppliers (hereinafter "Supplier") for the purchase of the Goods by Elphel from the Supplier, unless mandatory legal provisions or an individual written agreement provides otherwise.

The Supplier expressly waives the applicability of her/his own general terms and conditions.

Prices

Unless otherwise agreed by Elphel in writing, the price for the Goods shall be set out in Elphel's Purchase Order, as per Supplier's proposed Quotation, on the date of the order. The price of the Goods will include the CIP delivery to Salt Lake City, Utah.

Elphel will pay separately only the import duties and/or taxes required by state of Utah and USA.

Payments

All amounts due to the Supplier shall be paid by Elphel within 30 days upon receiving of the Goods.

Elphel will accept and pay only for the Goods that are free from any defect in materials or workmanship. Elphel will keep the right to reject whole batch of Goods, if less then 70% are free from any defect.

Payment terms are Net 30.

Pre-payment for some long lead time or expensive components is negotiable. Not more then 30 % of total order amount pre-payment is possible.

Elphel is offering a bonus payment for up to 20% of the Purchase Price for the Goods received, with 95% of the Goods free of defects.

Delivery

The delivery terms are CIP Salt Lake City .

CIP – Carriage and Insurance Paid (To) (named place of destination). The containerised transport/multimodal equivalent of CIF. Supplier pays for carriage and insurance to the named destination point, but risk passes when the goods are handed over to the first carrier.

The delivery shall be arranged by the Supplier, using the Supplier's account with one of the major carrier ( UPS, FedEx, DHL) unless agreed otherwise, in writing.

Time limits for delivery shall be stated in the Purchase Order and are binding. If the seller is unable to meet time limits for delivery it shall inform Elphel accordingly without delay (no later then 2 weeks before the delivery date) and receive a new delivery date approved, by Elphel. After 2 weeks of unapproved delay Elphel will keep the right to reduce the payment by 5% per day or reject whole batch of Goods, if the delivery date is severely missed.

Warranty

The Supplier warrants to Elphel, that the Goods shall be free from any defect in materials or workmanship for a period of 90 days after delivery of the Goods to Elphel.

Defected items will be returned within 90 days, and shall be repaired or reworked within 30 days to be accepted and payed for by Elphel.

All costs including shipment, taxes and other fees, for the return of the defective Goods shall be paid by the Supplier, both ways.