Terms & Conditions
Terms & Conditions
The following terms and conditions apply to the sale of Products ("Products”) by ERA Transformers ("ERA") as well as by third party vendors and/or service providers of ERA.
1. General Terms and Conditions
(a) These terms and conditions ("Agreement") may not be modified or cancelled without ERA's written permission. Goods and services provided by ERA are sold only as per this Agreement.
(b) Sale of Products hereunder is governed by this Agreement. Additional or contrary terms and conditions in any planning schedule, acknowledgment, confirmation, order, purchase order, or any other document or form issued by either party which affects the sale and/or purchase of Products, are not recognized under this Agreement.
(c) Apart from any terms and conditions on Customer's order, the information and conditions on the Credit Application are governing over ERA and Customer. Any conflicting statements or terms listed on the Customer confirmations, invoices, purchase orders, or other Customer generated documents (“Customer Documents”), whenever submitted, are negated once Credit Application is submitted and credit is issued by ERA. ERA deems as unacceptable all additional or different terms and conditions contained in any Customer Documents.
(d) Unless otherwise specifically agreed upon in writing by ERA, ERA’s performance of any contract is expressly made conditional on Customer's acceptance of this Agreement. In the absence of such acceptance by Customer, commencement of performance and/or delivery on the part of ERA shall be for Customer's convenience only and shall not be construed to be acceptance of Customer's terms and conditions or any among them. If a written contract is not formed earlier by mutual agreement, Customer’s acceptance of any goods or services shall be deemed acceptance by Customer of the herein stated terms and conditions.
(e) Without prior written consent of ERA, no agreements, obligations, rights, or duties hereunder may be transferred or assigned by operation of law, merger or otherwise. The terms and conditions, obligations and rights hereof are binding on the parties hereto and their respective successors and assigns. The waiver or breach of any covenant, term, or condition hereof, or default under any provision hereof, is not deemed to constitute a waiver of any other covenant, term or condition herein, or of any subsequent breach or default of any kind or nature. Any provision hereof which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be moot to the extent of such prohibition or unenforceability, without invalidating any remaining provisions hereof in that jurisdiction, or affecting the validity or enforceability of any such provision in any other jurisdiction. This Agreement is to be governed by and conceived in accordance with the laws of the State of California and the applicable laws of the United States.
(f) This Agreement, together with any agreements, policies or terms incorporated by reference, constitutes the final, complete, and exclusive statement of the terms of the Agreement between the parties concerning the subject matter of this Agreement and the transactions between the parties, and can be modified or rescinded only in writing, signed by ERA and Customer. The provisions hereunder supersede any and all prior written and oral communications, quotations, agreements, and understandings of the parties in regard to the subject matter of this Agreement. Products sold and services rendered by ERA are provided only according to these terms and conditions. If any provision of this Agreement is found to be invalid by any court of proper jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
(a) ERA retains the right of acceptance to all orders placed by Customer . Orders may not be rescheduled or cancelled without ERA’s written approval. All orders must include the following: delivery dates, quantities, part numbers, and complete description of Products being purchased. In its sole discretion, ERA may choose to allocate Product among its Customers.
(b) ERA may designate certain Products as non-cancellable, non-returnable ("NCNR") Products, with the sale of such Products being subject to special terms and conditions, which supersede any terms and conditions contained herein or elsewhere. Customer acknowledges that "NCNR" products are manufactured by ERA, expressly for Customer.
3. Privacy and Personal Data
(a) Orders are billed at the prices current at the time of shipment. Prices are as specified by ERA and will apply for the period specified in ERA's quote. If there is no period specified, quoted prices will apply for thirty (30) days. Prices are subject to increase due to an increase in ERA's costs or other circumstances beyond ERA's control.
(b) If Customer does not purchase the approved quantity upon which quantity prices are based, Customer will pay the non-discounted price for the actual quantity purchased, and/or a cancellation or restocking fee.
(c) Prices do not include the following: taxes, impositions and other charges, including use, excise, sales, value-added, and similar taxes or charges imposed by any government authority; forwarding agent's and broker's fees, bank fees, international shipping charges, consular fees, and document fees.
5. Payment Terms
(a) Full payment is due at the time of placing an order on this website.
(b) For all other orders, contingent upon approval of credit, standard payment terms are net thirty (30) days from the date of invoice, unless ERA otherwise specifies in writing. Customer is construed to have accepted an invoice upon the fifteenth (15th) day from the date of invoice, and no objections to the invoice are accepted after this date. If Era specifies, in writing, payment terms longer than thirty (30) days from the date of invoice, then: (i) the invoice will be deemed accepted upon the thirtieth (30th) day from the date of invoice and no further objections will be accepted; and (ii) Customer must certify within thirty (30) days from the invoice date that payment has been submitted for processing.
(c) At its sole discretion, ERA shall invoice each shipment separately, and each shipment will be considered a separate and individual contract. Customer agrees to pay such invoice per its own terms without benefit of setoff or deduction.
(d) All late payments shall be charged interest, computed on a daily basis, beginning from the due date until paid in full. A late charge of one and one-half percent (1 1/2%) per month or the maximum rate allowable by law, whichever is less, will be added to all past due accounts. Customer shall be liable for collection costs, including court costs and reasonable attorneys’ fees, pertaining to any action to collect past due amounts.
(e) Customer shall pay to ERA the transportation charges from ERA’s facility to Customer’s facility, in addition to the purchase price of the Product, unless otherwise agreed to in writing by ERA. ERA will select the carrier if not specified by Customer.
(f) ERA may establish and/or change payment and credit terms extended to Customer when, in ERA’s sole evaluation, Customer’s financial condition or previous payment record suggests such action. On delinquent accounts, ERA will be under no obligation to continue performance under any agreement or contract with Customer.
(g) If in good faith ERA believes that Customer's ability to make payments may be compromised, or if Customer fails to pay any invoice when due, ERA may suspend delivery of any order or any remaining balance thereof until such payment is made, or cancel any order or any remaining balance thereof. In such case, Customer shall remain liable to pay for any Products already shipped, and for all NCNR and CS Products ordered by Customer.
(h) ERA retains a purchase money security interest in the Products delivered to Customer, as well as in their accessories, replacements, accessions, proceeds and Products, including accounts receivable (collectively, the "Collateral") to ensure payment of all amounts due under this Agreement. Should Customer fail to pay all amounts hereunder in full when and as due, this shall constitute a default hereof and ERA shall have all the rights of a secured party. Should Customer fail to pay any amount at all when due, ERA shall have the right to repossess and remove all or any part of the Collateral from Customer, though not from Customer’s Customers. Any repossession or removal shall be without prejudice to any other remedy of ERA, at law or in equity, as set forth in this Agreement. Customer agrees to take any action and deliver any document (including, without limitation, financing statements) reasonably requested by ERA to create, transfer, enforce, perfect, preserve, and protect this security interest.
(i) Any payment received from Customer may be applied by ERA against any obligation owing from Customer to ERA, regardless of any statement referring to such payment, without discharging Customer's liability for any additional amounts owing from Customer to ERA. Further, the acceptance by ERA of such payment does not constitute a waiver of ERA's right to pursue the collection of any remaining balance.
6. Delivery and Title
(a) All shipments by ERA are F.O.B. point of shipment from ERA's facility. The Customer will pay all transportation charges to ERA, in addition to the purchase price of the Products. Subject to Era's right of stoppage in transit, delivery of Products to the carrier constitutes delivery to Customer, and title and risk of loss then pass to Customer. ERA will make reasonable efforts to initiate shipment and schedule delivery as near as possible to Customer's requested delivery date. Customer understands that delivery dates provided by ERA are only estimates, and that ERA is not liable for failure to deliver on exact dates. Unless specifically designated by Customer, selection of the carrier and delivery route will be made by ERA.
(b) ERA reserves the right to make deliveries in installments if required. Delay in delivery of one installment shall not entitle Customer to cancel any other installment(s). Delivery of any installment of Products within thirty (30) days after the date requested will qualify as a timely delivery. Delivery of a quantity other than the quantity specified does not relieve Customer of the obligation to accept delivery and pay for the Products delivered.
7. Export Control
(a) For articles that are imported, the requirements of 19 U.S.C. 1304 and 19 CFR part 134 provide that articles in their containers must be marked in a conspicuous place as legibly, indelibly, and permanently as the nature of the article or container permits, so as to effectively indicate to a final purchaser in the United States, the English name of the article’s country of origin.
(b) Customer certifies that it will be the recipient of the Products delivered by ERA. Customer affirms that the Products are subject to the import and/or export control laws and regulations of all applicable countries, including the Export Administration Laws and Regulations of the United States. Customer agrees to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required under law. Customer acknowledges that it will not directly or indirectly export any Products to any country to which such export is restricted or prohibited. Products sold by ERA cannot be transferred, sold, or re-exported to any party designated by the U.S. Treasury Department’s Office of Foreign Assets Control, or to any party on the Entity List or Restricted Person List of the U.S. Department of Commerce, Bureau of Industry and Security (BIS), or to any party which has been debarred or sanctioned for proliferation or terrorism reasons by the U.S. State Department.
8. Acceptance and Returns
(a) Unless rejected by Customer upon receipt, shipments will be construed to have been accepted upon delivery of said shipments to Customer. Customer shall perform whatever inspection or tests Customer presumes necessary no later than ten (10) days after delivery, after which time Customer will be deemed to have irrevocably accepted Products. Any discrepancy in shipment quantity must be reported to ERA within ten (10) working days of receipt of the Products.
(b) In the event of over shipment, Customer may return the Products to ERA at ERA’s expense or alternatively, Customer may choose to retain the Products (subject to adjustment of the invoice or issuance of another invoice to account for the additional items.) Product returns must comply with ERA’s Return Merchandise Authorization ("RMA") policies and procedures, available upon request. In addition, a restocking charge equivalent to 50% of the value of such Product as specified in ERA’s invoice to Customer will be charged to Customer. Returned Products must be re-packaged in the original manufacturer’s sealed packaging and conform to minimum package quantity ("MPQ") requirements. Products that are not eligible for return shall be returned to Customer at Customer’s expense, freight collect.
(c) In general, returns are accepted when completed within 30 days of the ship date, at ERA’s sole discretion. If ERA agrees to accept a Return, Customer must prepay all return freight charges, as ERA will not accept COD shipments.. Customer shall contact a sales representative for a Return Materials Authorization Number and addressing instructions prior to returning Product.
(d) The foregoing statements concerning Returns are not applicable to non-cancellable, non-returnable ("NCNR") Products. Customer agrees that "NCNR" Products may not be cancelled, returned or rescheduled by Customer without the agreement and written consent of ERA, or unless such Products are governed by a Purchase Agreement Letter which specify terms of such cancellation.
9. Patents and Other Intellectual Property Rights.
ERA will retain ownership of any intellectual property—including ideas, discoveries, patents, trade secrets, inventions, concepts, and work of authorship—that is generated by the consulting, engineering, or development services it provides to the Customer. ERA’s entire liability will apply only to claims that any of its products in its product line or manufactured to its specifications infringe on a U.S. patent. This liability will only be assumed by ERA if ERA receives prompt written notice of the claim of infringement and is given complete authority to defend and settle the claim, along with information and assistance.
Without prior written consent from ERA, ERA is not liable for any claims settled by the Customer. ERA will also not be liable for products that have been modified or used in combination with products not provided by ERA,
ERA’s liability in the case of a claim shall be limited to replacing the product or removing it and issuing a refund or working out an arrangement for the Customer to keep using the product.
If claims result out of ERA’s adherence to Customer instructions or specifications, ERA will not be liable for any expenses, costs, damages, or loss that ensue.
10. Limited Warranty
ERA products come with a one year warranty from the purchase date that certifies said products conform to ERA’s published specifications or to any specifications detailed in a written agreement with the Customer. The warranty also affirms that products will be delivered without defects in workmanship or in materials at the time they are shipped. ERA makes no other implied or stated representation regarding the description, merchantability, condition, or suitability for any purpose of its products.
If ERA’s products have not been used in strict adherence to manuals and instructions or have been misused, neglected, abused, damaged by accident, or used in an application or circuit that has been modified, this warranty does not apply.
The warranty described above supersedes any other warranties, guarantees, or offers that are made or implied by any ERA employee or any of its literature, marketing materials, or other communications.
In the event of breach of warranty, ERA and the Customer agree that ERA’s obligation will not extend beyond the price of the product, and the Customer agrees that this represents a reasonable limitation of risk. Customer remedy will be limited to credit, replacement, or repair of the product in question. ERA’s obligation only applies if the product is returned to ERA in adherence to process described below and is found by ERA, upon testing, to meet the conditions of the warranty.
11. Warranty Replacement and Adjustment.
Customer must have written authorization from ERA before returning any product, along with instructions from ERA on how and to what destination the product should be shipped. All returns will be prepaid and sent via transportation that ERA has indicated to be acceptable.
To make a valid warranty claim, the Customer must submit it to ERA in writing promptly when the problem comes to the Customer’s attention. It must also be received by ERA or its authorized representative within the warranty period that applies for that product. Any claim not promptly reported may be rejected by ERA at its discretion.
ERA also reserves the right to reject claims on products that have been modified or shipped in a way that does not conform to its return-shipping instructions. Regardless of whether the product is deemed to be defective, Customer will responsible for loss in transit or damage that occurs because of incorrect packaging or handling.
Customer will be informed if ERA finds that the product is not defective and is still fully functional, in which case ERA will return the item to the Customer at Customer’s expense. At ERA’s discretion, the Customer may also be charged for the cost of examination and testing. ERA will have exclusive, sole, and final responsibility for identifying the reasons for product failure.
12. Limitation of Liability.
In all cases, ERA’s liability will be limited to an amount not to exceed the price of the product or products in question. This limitation of liability applies to all damages or injuries that may arise, including injuries to persons or property, regardless of whether such damage or injuries occur from ERA’s negligence, breach of warranty or of terms and conditions of sale, or other tort with respect to its products or services.
In no case will ERA be liable to Customer or to any third party for punitive, consequential, incidental, special or indirect damages, including lost revenues and profits, based upon breach of contract or warranty, negligence, tort liability or other cause. This release from liability applies even in circumstances where ERA has been informed of the possibility of such damages.
13. Technical Assistance
If statements or advice, technical or otherwise, are offered to Customer, such statements or advice will be deemed to be given solely as an accommodation to Customer and without charge. ERA shall have no responsibility or liability for such content or for Customer’s use of such statements or advice. ERA’s Technical support is provided by telephone and electronic mail, therefore, is narrow in scope. ERA does not directly participate in the design of any Customer products. ERA does not conduct product suitability studies or engineering reviews of the final product that a Customer produces.
14. Dispute Resolution
(a) The parties agree that any and all disputes, controversies, or claims arising out of or related to the interpretation, performance, or validity of this Agreement for all Products shall be resolved in the context of this Section 14. The interpretation, performance, or validity of this Agreement for all Products delivered, and all Services performed hereto, shall be governed by, and construed in accordance with, the internal law of California, without giving effect to conflict of laws principles. Both parties agree that any demand, action, claim or counterclaim relating to the terms and provisions of this Agreement, or to any claimed breach, shall be begun in a state or federal court located in the State of California, and both parties expressly acknowledge that personal jurisdiction and venue shall lie exclusively and is properly in California. Both parties further agree that any demand, action, claim or counterclaim relating to the interpretation, performance, or validity of this Agreement, or any other matter between the parties, shall be resolved by a judge alone in California, and both parties hereby waive and forever renounce any right to a trial before a civil jury.
(b) For all disputes to which this Section 14 applies and the amount, in the aggregate, of the obligations arising out of this agreement equals or exceeds $250,000, the interpretation, performance, and validity of this Agreement shall be governed by, and construed in accordance with the laws of the State of California, without any effect given to conflict of laws principles, and the Federal Rules of Civil Procedure to any dispute.
(c) In regard to all disputes, the provisions of the United Nations Convention on Contracts for the International Sale of Goods 1980 (as amended, replaced or codified from time to time) shall not be applicable.
15. Force Majeure
ERA shall not be liable for its inability to secure sufficient quantities of any Product or failure to deliver due to causes beyond ERA’s reasonable control including, but not limited to: acts of God, natural or artificial disaster, fire, strikes, floods, epidemics, quarantine restrictions, acts of terrorism, riot, war, strike, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, delay by carrier, delays in transportation or inability to obtain labor, materials or Products through its regular sources, shortage of Product, acts or omissions of other parties, which shall be considered as an event of force majeure excusing ERA from performance and barring remedies for non-performance. In an event of force majeure condition, ERA’s time period for performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition, and ERA shall not be subject to any penalty or liability. ERA may, at its sole discretion, cancel the remaining performance, without any penalty or liability, by giving notice of such cancellation to Customer.