ALL PURCHASE ORDERS ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:
1. Minimum Order: $50.00 U.S. net.
2. Terms: Standard terms for open accounts are Net 30 Days from date of invoice. All other accounts are COD, Credit Card Payment, or Cash in advance. Buyer shall pay all wire, electronic transfer and similar fees. All amounts not paid within 30 days from date of invoice shall accrue interest at the rate of fifteen percent per annum (15%) from date of invoice. In addition, accounts that become past due are subject to be put on credit hold. Buyer agrees to pay all court costs and attorneys fees incurred by Seller in collection of any amounts due from Buyer or due to Buyer’s breach of any of the terms or conditions herein.
3. Account Establishment: New accounts are required to submit a credit application with three credit references to Seller’s customer service department for processing and approval.
4. Freight: All shipping is FOB Ventura, CA. Seller’s standard method of shipping is via UPS (ground). All other shipping methods must be clearly indicated on all orders prior to order confirmation. Buyer shall pay all costs of shipping. Title to products shall pass to Buyer upon delivery of same to a common or contract carrier, FOB.
5. Lead Time: Standard lead time for orders with a net value of less than $2500 is 3 business days ARO. Lead time for orders of greater value is subject to availability. Orders are not considered received and will not be processed until they have been confirmed by Seller’s customer service department. When an order is placed which requires same day shipment the order must be faxed to Seller prior to 1 pm, Pacific Standard Time, orders received after 1 pm will be processed as same day shipments for the following day.
6. Drop Ship Orders: Orders may be drop shipped as indicated on buyers purchase order.
7. Order Contractual Review: Seller considers all incoming orders to be binding offers of purchase from Buyer. Incoming orders are not considered accepted by Seller until they have been confirmed in writing by Seller. Acceptance of an order by Seller is expressly limited to the terms herein. Any additional terms on Buyer’s form are objected to and rejected, and shall be deemed a material alteration hereof. Seller requires the following to be correctly listed on each order prior to confirmation and acceptance by Seller: (a) Account status must be in good standing; (b) Part numbers must be correctly stated; (c) Item pricing must be correctly stated per line item; (d) Quantities must be per standard pack; (e) Terms must be correctly listed; (f) Order must indicate proper lead time; (g) If shipping method is other than UPS (ground) it must be noted on the purchase order; (h) Shipping address must be noted on the purchase order; (i) Total order value must be a minimum of $50.00 net; (j) If any purchase order from Buyer contains additional terms, Buyer must acknowledge and agree in writing that those additional terms are superseded by the terms and conditions herein, that such additional terms are not part of the agreement between Buyer and Seller, and that the terms and conditions herein evidence the entire agreement between Buyer and Seller.
8. Change Order Process: After an order is confirmed by Seller in writing it is considered accepted and in process. Orders are not subject to cancellation or change without consent in writing between Buyer and Seller, except as noted in paragraph 9 below. A request to change an order must be made in writing by Buyer within 2 days of order confirmation and is subject to Seller’s approval. A request to change an order after 2 days of confirmation is subject to carry a re-stock and or other service charges.
9. Pricing: Pricing is subject to adjustment to reflect our prices in effect at the time of shipment. Seller strives to maintain its costing; however there are instances where price adjustments need to be made. Buyer shall pay for all local, state and federal taxes imposed on the products sold by Seller to Buyer.
10. Standard Order Quantities: Seller’s products have standard order quantities per line item. Please see list price sheets to determine standard order quantities.
11. Returns: Overstock merchandise must be in new, re-saleable condition. Refurbishing of returned items (removing prices tags or residue, replacing packaging, etc.) will be billed for time and materials or at Seller’s discretion, the product will be returned to the customer. These returns are subject to a re-stocking fee and must have an authorized RMA number issued by the Seller’s customer service department. Receipt of an RMA number does not guarantee a credit for returned merchandise.
12. Warranty Returns: Warranty returns will be inspected and if the product is determined to be defective, a credit or replacement, per the terms of Seller’s limited warranty, will be issued in a timely basis. All non-warranty returns must be approved by Seller in its sole discretion, and are subject to a re-stocking fee. To process a return, please contact the Seller’s customer service department for an authorized RMA number. Receipt of an RMA number does not guarantee a credit for returned merchandise.
13. Limited Warranty: Seller warrants that its products will be free from defects in material and workmanship for a period of one (1) year from the date of sale. If a product does not meet the requirements of this limited warranty, Seller’s sole liability and obligation is limited to the repair or replacement of the product (or, at Seller’s option, a refund of the purchase price of the product). Buyer acknowledges and agrees that the foregoing is Buyer’s sole and exclusive remedy for any defective product, and that Seller shall not be liable for any special, collateral or consequential damages, including, without limitation, costs of labor, removal, reinstallation or transportation, damage to person or property, or other charges. In order to make a claim under this limited warranty, (i) Buyer must give Seller written notice within thirty (30) days after the occurrence of an event giving rise to a breach of this limited warranty, and (ii) Seller must be afforded the opportunity to inspect the product in question prior to any repair, replacement, alteration or disposal thereof. If this notice is not timely given and such inspection not afforded or possible, then Seller shall have no liability for such product under this limited warranty. This limited warranty shall be void and of no force or effect, and Seller will have no liability, in the event: (a) the product is damaged during or after installation from freezing, fire, water, lightening, acts of God or any other circumstances beyond the control of Seller; (b) the product is damaged by tear, break, stress concentration loading to the interior or exterior of the product or other causes due to external forces; (c) the product is damaged by exposure to harmful chemicals or ultraviolet light; or (d) the product is damaged due to abnormal operating conditions, accident, abuse, misuse or unauthorized alteration or repair. In order for this limited warranty to apply, (I) the product must have been installed in accordance with Seller’s installation instructions; (II) the product must be continuously used in accordance with Seller’s operating and maintenance instructions in effect at the time of sale of the product (including, without limitation, the testing under pressure of products after installation); (III) the product must not have been used in a manner contrary to the use for which the product was intended or contrary to any instructions for or warnings on the product; (IV) the product must not have been altered or modified; and (V) all parts (including piping and tubing) used in connection with the product must be within Seller’s published specifications and dimensional tolerance ranges. If any of the foregoing are not complied with, then this limited warranty shall be void and of no force or effect. Notwithstanding anything herein to the contrary, this limited warranty shall not apply to, and there are no warranties whatsoever on, any products furnished by Seller to Buyer which are built or acquired, wholly or partially, to Buyer’s designs or specifications.
14. Shipping Discrepancies: Discrepancies in shipping include quantity, part type, incorrect shipping method, packaging, and damage. It is Buyer’s responsibility to confirm its receipt of order by reviewing Seller’s packing slip and physically reviewing the product. When a discrepancy is identified it is Buyer’s responsibility to contact the Seller’s customer service department. All discrepancies must be reported to Seller within 5 business days of receipt of shipment. Seller confirms quantity discrepancies by weight of each item and total weight of the shipment. Seller will address all discrepancies in an expedited manner. It is agreed that a shortage of ten percent (10%) of quantity ordered will be accepted by Buyer as filling the order.
15. International Shipments: All International orders must comply with the same policies as domestic orders with the exception of minimum order amount and partial shipments. The minimum order amount for International orders is $250.00. All International orders must ship complete, and no partial shipments will be allowed.
16. Back Orders and Partial Shipments: It is Seller’s desire to ship all orders complete. Because of occasional manufacturing shortages, some orders may ship as partial orders. It is Seller’s policy to ship all orders on time and if an item is short it will be back ordered and shipped separately at a later date. If Buyer requires its order to ship complete, Buyer must indicate this on Buyer’s original order. In the event of a back order it is Seller’s policy to contact Buyer and inform it of a partial shipment.
17. Orders for Special Items: All special orders must comply with the same policies as standard orders and in addition are non-cancelable, non-returnable, and carry minimum orders and lead times per individual line item. Special items are quoted and all orders must comply with all terms and conditions of the special item quote.
18. Sample Orders: Seller is pleased to offer and supply customers with samples for testing and evaluation. All sample order requests must be approved by the appropriate Seller sales manager. All sample orders are shipped freight pre-paid by Seller unless expedited shipping is requested. The customer is responsible for the cost of all over night or expedited shipments.
19. Technical Support: Please contact Seller’s customer service department with all questions either technical or general between the hours of 8:30am and 4:30pm Pacific time. The Seller CSR will direct the customer to the approached internal support person based on the nature of the inquiry.
20. No Liability: Seller shall have no liability whatsoever for any loss or for any delay or failure in delivering any product to be sold to Buyer if such loss, delay or failure is due to any cause beyond Seller’s reasonable control, including, without limitation, if due to act of God, fire, strike, insurrection, riot, war, demand of a government unit, freight embargo, delay in transportation, power or labor or material shortage, delay or default of a supplier, or otherwise.
21. Governing Law: These sales terms and conditions shall be governed by and construed in accordance with the laws of the State of California, and shall be enforceable in any state or federal court of competent jurisdiction in the State of California. Buyer specifically consents to the jurisdiction of the state and federal courts of the State of California with respect to any dispute arising between Buyer and Seller under these sales terms and conditions or in connection with any products purchased by Buyer from Seller. Buyer further waives any objection relating to the basis for personal or in rem jurisdiction or to venue which Buyer may now or hereafter have in any such legal action or proceedings.
THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE FACE HEREOF. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER MAKES NO REPRESENTATION, WARRANTY OR INDEMNITY OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO ITS PRODUCTS, EITHER EXPRESS OR IMPLIED AND INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH REPRESENTATIONS, WARRANTIES AND INDEMNITIES ARE EXPRESSLY DISCLAIMED. SELLER EXPRESSLY DISCLAIMS, AND BUYER ACKNOWLEDGES AND AGREES THAT SELLER SHALL NOT HAVE ANY LIABILITY FOR, ANY SPECIAL, COLLATERAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES TO PERSON OR PROPERTY) ARISING OUT OF THE SALE OR USE OF ANY PRODUCT.