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STANDARD SALES TERMS AND CONDITIONS

 

1. DEFINITIONS & ACCEPTANCE

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  • Definitions: "Seller" refers to Status Components. "Buyer" refers to the entity or individual purchasing Goods or Services as identified on the applicable Sales Order or Invoice.​

  • Acceptance by Performance: Buyer shall be deemed to have accepted these Terms in their entirety upon the earliest of: (a) issuance of a Purchase Order; (b) electronic confirmation of a Quote or Sales Order; (c) acceptance of Goods; or (d) payment of an invoice.

 

2. INVOICING & PAYMENT

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  • Standard Goods: Products shall be invoiced immediately upon release from the Seller’s warehouse or upon fulfillment of the applicable Incoterms. Buyer acknowledges that the final invoiced Unit Price may be adjusted from the original Sales Order or Purchase Order to reflect any applicable Tariff Adjustments as defined in Section 6.

  • Set-Up Fees (NRE/Tooling): Fees shall be invoiced in full upon delivery of first article samples. If the Buyer waives the requirement for first article samples in writing, these fees shall be invoiced immediately upon such waiver or the commencement of production, whichever occurs first. Payment is due per the Sales Order, regardless of final production status.

  • Payment Terms: Payment shall be in USD. If no terms are specified on the Sales Order or Invoice, payment is due immediately. Past-due accounts are subject to a 1.5% monthly service charge (18% per annum). Buyer is responsible for all collection costs and reasonable attorney’s fees.​

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3. CANCELLATION & TERMINATION

 

  • Order Cancellation: Once a Sales Order is confirmed or a Purchase Order is issued, it cannot be canceled or modified by the Buyer without Seller’s written consent.

  • Cancellation Fees: In the event of an approved cancellation, Buyer shall be liable for: (a) 100% of all Set-Up, NRE, and Tooling Fees; (b) the full price of any finished Goods; and (c) a prorated amount for Work-in-Process (WIP) and raw materials uniquely procured for the Buyer’s order.

 

4. INSPECTION & ACCEPTANCE (RMA)

 

  • Inspection Period: Buyer shall inspect all Goods within ten (10) business days of receipt. Goods shall be deemed accepted unless Buyer provides written notice of a defect or discrepancy within this period.

  • Returns (RMA): No Goods may be returned without a Seller-issued Return Material Authorization (RMA) number. Returned Goods must be in their original packaging.

  • Remedy: For validly rejected Goods, Seller’s sole obligation is to, at its option, repair the Goods, replace the Goods, or credit the Buyer’s account.

 

5. DELIVERY & RISK OF LOSS

 

  • Incoterms: All shipments are EXW (Incoterms 2020) 5650 Belcher Way Suite 100, Lebanon, IN 46052 unless otherwise specified in writing by Seller. Risk of loss and title pass to the Buyer upon delivery to the carrier at Seller’s facility.

  • Lead Times: Estimated delivery dates are for informational purposes only. Seller is not liable for delays beyond its reasonable control.

  • Country of Origin: All Goods are of China origin unless otherwise specified in writing by Seller.

 

6. TARIFF ADJUSTMENTS & THRESHOLDS

 

  • Baseline Rate: Unit Prices are based on the HTSUS duty rates in effect as of the date of the Sales Order.

  • Automatic Adjustment: For every incremental 2% increase in the mandated duty rate at the time of import above the Baseline Rate, the Unit Price shall automatically increase by 1% (2:1 ratio).

  • 20% Renegotiation Threshold: If cumulative automatic increases reach 20% of the original Unit Price, the automatic formula is suspended. Either party may initiate a 30-day "Good Faith" negotiation; if no agreement is reached, either party may terminate the affected portion of the order without penalty.

  • Automatic Rollback: For every incremental 5% decrease in the mandated duty rate at the time of import below the Baseline Rate, the Unit Price shall automatically decrease by 1% (5:1 ratio).

  • Confidentiality: Seller’s justification is limited to public evidence (e.g., Federal Register). Seller is not required to disclose internal cost structures or profit margins.

 

7. LEGAL PROTECTIONS

 

  • Force Majeure: Neither party shall be liable for failure or delay (except for payment) caused by Acts of God, pandemics, government restrictions, or global supply chain disruptions.

  • Governing Law & Jurisdiction: This Agreement is governed by the laws of the State of Indiana. Any legal action shall be brought exclusively in the state or federal courts serving Hamilton County, Indiana.

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