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- PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS THE TERMS AND
CONDITIONS OF SALE THAT APPLY TO THE PURCHASE OF PRODUCTS FROM
IC Electronic Components (“THE COMPANY”). ANY
DIFFERENT OR ADDITIONAL TERMS SET FORTH IN CUSTOMER’S PURCHASE
ORDER OR SIMILAR COMMUNICATION ARE OBJECTED TO AND SHALL NOT BE
BINDING ON THE COMPANY UNLESS A SEPARATE AGREEMENT HAS BEEN SIGNED
BY AN AUTHORIZED OFFICER OF THE COMPANY. BY PLACING AN ORDER FOR
PRODUCTS FROM THE COMPANY, OR BY ACCEPTING DELIVERY OF THE PRODUCTS
DESCRIBED ON THE APPLICABLE PACKING SLIP, BILL OF LADING AND/OR
INVOICE RECEIVED WITH THE PRODUCTS, YOU AGREE TO BE BOUND BY AND
ACCEPT THESE TERMS AND CONDITIONS OF SALE.
- AVAILABILITY AND PRICING: Catalog product listings,
specifications, availability, and pricing are subject to change
without notice. Orders are not binding upon the Company until
accepted by an authorized representative of the Company. Prices
listed in the catalog and charges discussed herein are in U.S.
dollars. Some products may not be available for shipment outside the
United States. The Company reserves the right to refuse service,
terminate accounts or cancel orders in its sole discretion. The
Company may also change or modify these Terms and Conditions of Sale
from time to time without notice. Prices shown herein reflect the
latest information available at the time of the printing of the
catalog or uploading of an electronic catalog. Prices charged will
be those prevailing when an order is placed. For scheduled
deliveries over 60 days, the Company reserves the right to charge
the Customer the price of the products at shipment if higher. The
Company’s quoted prices do not reflect the cost of accommodating
Customer’s purchases via credit card or any third-party
procurement services, software or e-commerce providers and the
Company may accordingly pass through the additional charges incurred
as a result of Customer’s use of such purchasing methods. Prices
shown do not include any Federal, State or local taxes or any
present or future sales, use, excise, value-added or similar taxes.
Where applicable, such taxes shall be billed as a separate item and
paid by Customer. Orders are accepted with the understanding that
such taxes will be added, as required by law. The Company charges
local sales tax unless Customer has a valid sales tax exemption
certificate on file with the Company.
- PAYMENT TERMS: Standard payment terms are Net 30 days. All
payments are due within 30 days of the invoice date, without any
deductions or setoffs. The Company will take your order on an open
account (with prior approval), C.O.D. or credit card. Orders under
$125.00 will be subject to a $5.00 service charge. Selected products
containing precious metals are subject to a surcharge. A late
payment charge of 1½% per month (annual percentage rate of 18%)
shall be charged on all past due accounts and Customer shall pay the
Company all costs incurred by it in collecting any past due account
from Customer, including all court costs and attorney’s fees,
provided, however, if the foregoing charges exceed that rate which
may be lawfully charged under applicable law, then such charges
shall be calculated so as not to exceed the lawful rate. The Company
reserves the right to add a $20.00 service charge on all returned
checks.
- OPEN ACCOUNTS/CUSTOMER’S FINANCIAL CONDITION: A Customer
that desires to open a credit account must furnish such information
as requested by the Company. The Company reserves the right in its
absolute discretion to grant, refuse or discontinue any extensions
of credit, or reduce or suspend any credit limit at any time.
Company also reserves the right to cancel any order, require payment
in advance, or require the Customer to provide adequate assurance of
performance, without any liability by the Company, in the event of
the Customer’s insolvency, filing of a petition in bankruptcy, the
appointment of a receiver or trustee for Customer, or the execution
by Customer of an assignment for the benefit of creditors.
- C.O.D.S: If your C.O.D. order total is over $5,000.00 you
must pay with a certified check, money order, or cashier’s check.
For orders of $5,000.00 or less, please contact your Company sales
representative for payment options. C.O.D. orders are not accepted
on the website.
- CREDIT CARDS: We accept credit and procurement cards from
American Express®, MasterCard®, VISA®, and Government purchase
cards.
- RETURNS: Permission for return of products must first be
secured from the Company in writing. Products returned without a
Return Material Authorization Form (RMA) will not be accepted.
Return Material Authorization Requests showing shipper or invoice
number, date, quantities of items and catalog number will be acted
upon promptly. All Return Material Authorizations are conditional
and are not final until the product is received and inspected by the
Company. Credit will be issued at the original price charged less
handling and transportation charges, where applicable. Returns may
be subject to a minimum 15% restocking charge. All claims for
shortages must be made within 72 hours of receipt of product.
- INTERNATIONAL ORDERS: The minimum export order is $400.00.
Export orders requiring special handling, packaging, and
documentation are subject to additional charges. Export orders are
accepted on the basis of payment in advance of shipment by a check
in U.S. funds, wire transfer, international money order, credit
card, or acceptable letter of credit. Prices are FCA Company
Warehouse in accordance with Incoterms 2000 and do not include
insurance, freight, brokerage, duty or taxes.
- EXPORT CONTROLS: Products purchased or received under these
Terms and Conditions of Sale are subject to export control laws,
restrictions, regulations and orders of the United States. Customer
agrees to comply with all applicable export laws, restrictions and
regulations of the United States or foreign agencies or authorities,
and shall not export, or transfer for the purpose of re-export, any
product to any prohibited or embargoed country or to any denied,
blocked, or designated person or entity as mentioned in any such
United States or foreign law or regulation. Customer represents and
warrants that it is not on the Denied Persons, Specially Designated
Nationals or Debarred Persons List and is not otherwise prohibited
by law from purchasing the products or services hereunder. Customer
shall be responsible to obtain any license to export, re-export or
import as may be required.
- SHIPPING & HANDLING/DELIVERY: All U.S. domestic
shipments are FCA Shipping Point in accordance with Incoterms 2000
and in all cases title shall pass upon delivery to the carrier at
point of shipment and thereafter all risk of loss or damage shall be
upon Customer (without regard to which party pays for the shipping
costs). Company and carrier handling charges apply.Next Day and
Second Day Air Service is available within the 48 contiguous states,
Alaska, Hawaii, and Puerto Rico. Delivery dates provided in advance
are estimates only and shall not represent fixed or guaranteed
delivery dates. Export shipments are on the basis of FCA Company
Warehouse in accordance with Incoterms 2000, with the Company
charging separately for the costs, insurance, and freight to bring
the products to the named place of destination.
- HAZARDOUS APPLICATIONS PROHIBITED: THE COMPANY’S PRODUCTS
ARE NOT RECOMMENDED OR AUTHORIZED FOR SAFETY, LIFE SUPPORT, SURGICAL
IMPLANT, NUCLEAR, MILITARY OR COMMERCIAL AIRCRAFT APPLICATIONS, OR
FOR ANY USE OR APPLICATION IN WHICH THE FAILURE OF A SINGLE
COMPONENT COULD CAUSE SUBSTANTIAL HARM TO PERSONS OR PROPERTY.
Customer assumes all risk and liability for use in such applications
and agrees to indemnify the Company for all damages that may be
incurred due to use of the Company’s products in these prohibited
applications.
- WARRANTY & LIMITATION OF LIABILITY: Products are sold
by the Company with such warranties as may be extended by the
manufacturer of the product(s), and there are no warranties for
value added services, services bundled with the products, or other
services provided by the Company. COPIES OF THE MANUFACTURERS’
WARRANTIES ARE AVAILABLE PRIOR TO THE PURCHASE OF PRODUCTS BY
CONTACTING THE COMPANY. THE COMPANY MAKES NO OTHER WARRANTIES AND
ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. CUSTOMER IS RESPONSIBLE
FOR INSTALLATION AND USE IN ACCORDANCE WITH MANUFACTURERS’
INSTRUCTIONS AND THE COMPANY SHALL NOT BE RESPONSIBLE FOR
CUSTOMER’S IMPROPER SELECTION OF A PRODUCT FOR A PARTICULAR
APPLICATION OR OTHERWISE. No warranty will apply if its products are
in any way altered or modified after delivery by the Company.
THE COMPANY’S LIABILITY ON ANY CLAIM FOR LOSS OR DAMAGE ARISING
OUT OF THIS AGREEMENT OR FROM THE PERFORMANCE OR BREACH OF THIS
AGREEMENT OR CONNECTED IN ANY MANNER WITH THE SUPPLYING OF ANY
PRODUCTS OR SERVICES HEREUNDER, OR THE SALE, RESALE, OPERATION OR
USE ALLOCABLE TO SUCH PRODUCTS OR PART THEREOF INVOLVED IN THE
CLAIM, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING
NEGLIGENCE AND FOR PROPERTY DAMAGE AND DEATH) OR OTHER GROUNDS,
SHALL NOT IN ANY EVENT EXCEED THE PRICE ALLOCABLE TO SUCH PRODUCTS
OR PART THEREOF INVOLVED IN THE CLAIM, REGARDLESS OF CAUSE OR
FAULT.IN NO EVENT SHALL THE COMPANY BE RESPONSIBLE TO CUSTOMER OR
ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL OR INDIRECT
DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUES,
SALES, DATA, BUSINESS, GOODWILL OR USE, EVEN IF THE COMPANY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES AGREE
THAT WITHOUT THIS LIMITATION OF LIABILITY THE COMPANY WOULD NOT HAVE
AGREED TO THE PRICE OR TERMS AND CONDITIONS OF THIS AGREEMENT.THE
LIMITATION OF LIABILITY SET FORTH HEREIN APPLIES BOTH TO PRODUCTS
AND SERVICES PURCHASED OR OTHERWISE PROVIDED HEREUNDER. Any cause of
action against the Company must be instituted within 1 year from the
date of purchase or provision of the products or services.
If the Company provides Customer with advice, training, applications
support, or other assistance which concern any products supplied
hereunder, or any equipment, system or the like in which the product
may be installed, the Company’s giving of such advice or
assistance will not subject the Company to any liability, whether
based on contract, warranty, tort (including negligence) or other
grounds.
- CATALOG DESCRIPTIONS: All specifications, drawings and
particulars of weights, dimensions, capacity or other details
contained in the Company’s catalogue(s) are intended to give a
general description of the products only and will not be part of
this Agreement. If the product description in the catalogue(s)
differs from the manufacturer’s description the manufacturer’s
description will be deemed correct.
- INTELLECTUAL PROPERTY RIGHTS: The products offered for sale
by the Company may be subject to patent, trademark, copyright,
design and other rights of third parties. The Company shall in no
event whatsoever be responsible or liable in the event of any claim
of infringement of any such rights.
The Company’s entire catalogue(s) and website(s), including
without limitation, the content of the catalogue(s) and website(s)
is copyrighted as a collective work under United States laws and
applicable international copyright laws and the Company owns the
full copyright in its catalogue(s) and website(s), including without
limitation in the selection, coordination, arrangement and
enhancement of the content contained therein.
Except as stated below, none of the materials in the Company’s
catalogue(s) or on its website(s) may be reproduced, distributed,
republished, downloaded, copied in any form or by any means,
displayed, posted, transmitted, modified, translated, added to,
updated, compiled, or abridged without the prior written permission
of the Company. Customer may download, store, print and copy
selected portions of the content in the Company’s catalogue(s) and
website(s) provided Customer: (1) only uses the content downloaded,
stored, or printed for furthering Customer’s business with the
Company; (2) does not publish or post any part of the content from
the catalogue(s) or website(s) in any other catalogue or on any
other Internet site; (3) does not publish or broadcast any part of
the content from the catalogue(s) or website(s) in or on any other
media; and (4) does not modify or alter the content from the
catalogue(s) or website(s) in any way or delete or modify any
copyright or trademark notice.
- FORCE MAJEURE: The Company shall not be liable for loss or
damage caused by any delay or failure to perform resulting in whole
or in part from Acts of God, severe weather conditions, labor
disruptions, governmental decrees or controls, insurrections, war,
risks, shortages, inability to procure or ship product or obtain
permits and licenses, insolvency or other inability to perform by
the manufacturer, delay in transportation, any other commercial
impracticability and/or any circumstances beyond the control of the
Company in its business operations.
- GOVERNING LAW: This Agreement and any sales hereunder shall
be governed by the laws of the State of Florida without regard to
conflicts of laws rules and venue shall be in the federal and state
courts of Broward County, State of Florida, United
States of America. The parties expressly exclude the application of
the 1980 United Nations Convention of Contracts for the
International Sales of Goods, if otherwise applicable.
- DISPUTE RESOLUTION: Actions by the Company for non-payment
by the Customer of the purchase price of products sold by the
Company, or for redress of other breaches by the Customer of these
Terms and Conditions of Sale may be brought by the Company, at its
option, before any U.S. or foreign judicial court of competent
jurisdiction or at the Company’s option, disputes between the
Company and the Customer, including all claims for non-performance
by the Company, shall be finally settled by arbitration in Chicago,
Illinois, U.S.A. under the Commercial Rules of the American
Arbitration Association, by a single arbitrator appointed in
accordance with said Commercial Rules applying these Terms and
Conditions of Sale and consistent provisions of the federal and
state laws (except conflict of law rules) of the State of Illinois,
U.S.A.
- SEVERABILITY: If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable,
such provision(s) shall be enforced to the fullest extent permitted
by applicable law, and the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or
impaired thereby.
- WAIVER: The Company’s failure to insist on performance of
any term or condition contained in this Agreement, or failure to
exercise any of the Company’s rights hereunder, shall not
constitute a waiver of any of the Company’s rights or remedies
under this Agreement.
- NO THIRD PARTY BENEFIT: The provisions set forth in these
Terms and Conditions of Sale are for the sole benefit of the parties
hereto, and confer no rights, benefits or claims upon any person or
entity not a party hereto.
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