Terms and Conditions
1. Acceptance of Terms: By accepting this quote, placing a purchase order, or accepting delivery of any product manufactured by Mars International. (“Mars”), the customer agrees to be bound by these Terms & Conditions. These Terms & Conditions supersede any conflicting terms provided by the customer, unless explicitly agreed to in writing by Mars.
2. Indemnification: The customer shall indemnify, defend, and hold Mars harmless from any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising from or related to the use, misuse, or inability to use the product supplied, except to the extent caused by Mars’s gross negligence or willful misconduct.
3. Product Conformity and Returns: If the product supplied does not meet the customer’s specifications as agreed upon in writing, the customer must notify Mars in writing within 20 business days of receipt and return the product within 30 business days of receipt. Upon timely notification and return, Mars shall, at its sole discretion, either: (1) Repair the product, (2) Replace the product at no cost to the customer, or (3) Refund the payment made by the customer for the non-conforming products. This remedy shall be the customer’s sole and exclusive remedy for non-conforming products.
4. Order Acceptance and Cancellation: Mars reserves the right, at its sole discretion, to decline a customer’s purchase order based on this quote or cancel the purchase order within 7 business days of acceptance. In case of cancellation by Mars, Mars’s sole liability shall be to refund any payments made by the customer for the cancelled order
5. Limitation of Liability: To the maximum extent permitted by applicable law, Mars shall not be liable for any direct or indirect, special, incidental, consequential, or punitive damages, including but not limited to loss of profits or revenue, loss of data, loss of use, rework, manufacturing expense, injury to reputation, or loss of customers, even if Mars has been advised of the possibility of such damages. Mars’s total liability under this agreement shall not exceed the amount paid by the customer for the products giving rise to the claim.
6. Quotation Validity: Quotes are valid for 30 days only and are subject to revision based on existing market conditions, component availability, and tariffs at the time of order. Design, specification, or turn time changes may affect pricing. Any price reductions are at Mars’s sole discretion and must be agreed to in writing. Annual reductions are excluded unless mutually agreed to in writing in advance of the project award date. Failure to achieve annual project sales projections negates any annual reduction commitment for the life of the program.
7. Intellectual Property: All intellectual property rights in the products, including any custom designs or specifications provided by the customer, shall remain the property of their respective owners. The customer warrants that any designs or specifications it provides do not infringe on any third-party intellectual property rights and shall indemnify Mars against any claims of such infringement. The customer grants Mars a non-exclusive, royalty-free license to use any customer-provided designs or specifications solely for the purpose of fulfilling the customer’s orders
8. Force Majeure: Mars shall not be liable for any delay or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemics, supply chain disruptions, or government actions.
9. Governing Law and Jurisdiction: These Terms & Conditions shall be governed by and construed in accordance with the laws of [New Jersey], without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms & Conditions shall be subject to the exclusive jurisdiction of the courts of Bergen County, New Jersey
10. Severability: If any provision of these Terms & Conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
11. Prices – Quotes are valid for 30 days and based upon costs at the time of quotation. Prices for Products covered by this Agreement may be adjusted by Seller, upon notice to Buyer at any time prior to shipment and regardless of the acceptance or issuance of a Sales Confirmation, to reflect any specifications are revised, unforeseen difficulties with the design, any increase in Seller’s cost of raw materials, components (e.g., steel, aluminum, electronic components), inability to secure Products, changes in law, labor, taxes, duties, tariffs or quotas, acts of Government, any similar charges, or to cover any extra, unforeseen and unusual cost elements. All pricing is EXW Mars Hong Kong or Mars New Jersey unless otherwise agreed in writing.
12. Quantity – With regard to Custom Products, Seller may deliver a quantity that is a maximum amount of ten percent (10%) more or less than the ordered quantity of any order line item. Such delivered quantity will be accepted and paid for (against an amount being the actual delivered quantity times the unit price) in full satisfaction of each party’s obligation under the Agreement for the quantity ordered.
13. Excess material – The Buyer is liable for all excess materials related to the production of product. “Excess Material” shall mean any raw materials, components, subassemblies, or packaging materials purchased or maintained by the Manufacturer to fulfill a Customer Forecast or Purchase Order that exceed the quantities required to manufacture the Products actually ordered by the Customer within a ninety (90) day period, due to:
- A reduction, cancellation, or push-out of Customer forecasts or Purchase Orders.
- Supplier minimum order quantities (MOQs), non-cancelable, non-returnable (NCNR) terms, or standard package sizes.
- Engineering Change Orders (ECOs) or component obsolescence initiated by the Customer.
14. Payment – Unless agreed otherwise between Seller and Buyer in writing, Seller may invoice Buyer for the price of the Products upon shipment of the Products in accordance with the applicable Incoterm. Net payment is due within thirty (30) days of date of invoice unless agreed otherwise between Seller and Buyer in writing.
