1. Estimates of delivery date are made by seller in good faith – at the time issued, however, estimates are not guaranteed, and seller does not assume any risk of delay due to any cause beyond the control of seller, including, without limitation, storms, floods, other acts of nature, fires, differences with workmen, accidents to machinery, delays of carriers, explosions, riots, war or civil disturbance, strikes or other labor unrest, embargoes and other governmental actions or regulations that would prohibit seller from ordering or furnishing products or from performing any other aspects of the obligations hereunder, delays in transportation, and inability to obtain necessary labor, supplies, or manufacturing facilities. Seller reserves the right to over and under ship by not more than ten percent (10%) of the specified quantities. Prices quoted are contingent upon buyer accepting all merchandise ordered within six months from date of acknowledgement. Prices may be changed after this date.
2. Buyer hereby acknowledges that seller is in the business of reselling excess merchandise that has been manufactured by third parties. Seller makes no representation as to what party manufactured the merchandise. Seller is under no obligation to identify or provide chain of title information to buyer for the goods subject to this agreement. Further, seller assumes no liability with respect to the possible presence of any hazardous substances in the merchandise being sold. Seller specifically assumes no liability under rohs directives with respect to the presence of lead, cadmium, mercury, hexavalent chromium, polybrominated biphenyl (pbb) and polybrominated diphenyl ether (pbde) flame retardants. Buyer acknowledges the foregoing and agrees to accept the merchandise without warranty of any kind regarding compliance with any regulations regarding such substances.
3. Seller makes no representations as to the use of the merchandise being sold, which is provided “As is”, with no representations or warranties of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement. Buyer hereby disclaims all warranties by seller relating to use of the merchandise. There are no warranties that extend beyond the goods description on the face hereof. Buyer warrants and represents that the merchandise purchased hereunder shall not be used in any aircraft. Products sold by seller are not designed, intended or authorized for use in life support, life sustaining, nuclear, or other applications in which the failure of such products could reasonably be expected to result in personal injury, loss of life or catastrophic property damage. If buyer uses or sells the products for use in any such applications, buyer acknowledges that such use or sale is at buyer’s sole risk. Seller specifically does not represent or warrant that the merchandise sold hereunder is fit for these or any other purposes. Buyer is exclusively responsible for all testing of the merchandise to ensure it is appropriate for any specific use. Under no circumstances will seller be liable or responsible for any direct, indirect, incidental, consequential (including damages from loss of business, lost profits, litigation, or the like), special, exemplary, punitive or other damages, under any legal theory, arising out of or in any way relating to the sale of the merchandise. Buyer bears all risk and any past course of performance and/or industry custom shall not be applied to this transaction. Buyer agrees to indemnify and hold seller and its officers and agents harmless from and against all loss, liability, costs, damage, or expense whatsoever including reasonable attorney’s fees incident to any actual or threatened claim, action or proceeding against seller arising out of the purchase, use or sale by buyer of the merchandise covered by the acknowledgement.
4. Your acceptance of any merchandise delivered from seller shall constitute your express acceptance of the terms and conditions contained in seller’s invoice and these terms and conditions (“agreement”). Seller hereby expressly rejects any and all terms and conditions that are stated in a purchase order or any other agreement or communication between buyer and seller. Further, this agreement sets forth the entire understanding between the parties relating to its subject matter, and shall supersede all prior or contemporaneous agreements, communications, and course of dealing, whether written or oral between the parties
5. All merchandise purchased must be inspected by buyer when received and all items identified as defective must be returned and received by seller within fifteen (30) days of buyer’s receipt. Seller’s liability shall be expressly limited to replacement of or refund for defective items, at the seller’s sole and absolute discretion. All parts must be returned in original condition and in original packaging. Items subject to esd or eos may not be returnable if they were taken out of original packaging or if that packaging was opened. If the return is due to an error on our part, we will refund the entire order including shipping. Other customer returns will be for the value or replacement of the product only and may be subject to a restocking fee. Reseller returns are limited only to defective products. No merchandise will be accepted for return without seller’s express written authorization and no returns will be accepted after fifteen days. Buyer hereby expressly waives any right to return merchandise after this date.
6. Unless otherwise specified the following will apply: all international shipments will be made ex works in accordance with the incoterms (2021) and domestic shipments will be made fob seller’s warehouse, as defined in the California uniform commercial code. In the absence of specific instructions, seller will nominate the carrier. Title and risk of loss pass to buyer upon delivery to the carrier or delivery service at seller’s premises. Thereafter, title and all risk of loss rests with buyer.
7. No claim or right arising out of a breach of this agreement can be discharged in whole or in part by a waiver or renunciation of the claim of right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. Buyer agrees to pay all fees, collection fees, legal fees, court costs or any other associated costs incurred by seller as a result of buyer not paying the seller’s invoice and according to seller’s terms. Seller, at its option, may charge buyer 1% interest per month or the maximum legal interest, whichever is less on any balance not paid within the stated terms. Seller, at its option, may also charge a restocking fee.
8. Buyer shall be responsible for, and shall bear all costs involved in obtaining all government permissions and authorizations necessary for the exportation from the United States and for the importation into any destination country of the goods sold hereunder and for the prompt remittance of the purchase price to the seller. All taxes, duties and similar governmental charges other than general property and income taxes, including any interest or penalties there on, imposed directly or indirectly on seller or required to be collected directly or indirectly by seller for the manufacture, production, sale, delivery, importation, consumption or use of the goods sold hereunder (including but not by way of limitation, customs, duties and sales, excise, use, turnover and license taxes) shall be charged to and remitted by buyer to seller.