Terms and Conditions of Sale
Exhibit D: Terms and Conditions of Sale
These Terms and Conditions of Sale govern the agreement between Venatronics LLC/Exepart Electronics, its subsidiaries, or affiliates (referred to as "Seller") and Exepart's customers (referred to as "Customers") from the stock owner manufacturers ("Sources") for the sale of products ("Products"). These terms and conditions constitute the sole agreement regarding the sale of products, superseding all previous proposals, negotiations, conversations, discussions, agreements, and representations, whether oral or written, including any industry customs or past dealings between the parties relating to the sale of products.
The availability and pricing displayed on the website are an invitation for the Customer to submit an offer. Responses to quotes and other inquiries for pricing and availability do not constitute an offer from Seller. Acceptance of an offer will be in writing, either through an Order Confirmation email or Electronic Data Interchange (EDI) acknowledgement. Acceptance may also occur through the execution of the Customer's order by Seller. It is important to note that when a customer places an order through Seller’s website, the preliminary written reply on the website does not indicate acceptance of the order.
Unless otherwise specified on the Seller's invoice or acknowledgment, payment terms are TT advance for Customers and net 30 for Sources to ensure the safety of both Sources and Customers. Prices are EXW Seller's facility (INCOTERMS 2010) for Customers and do not include taxes, freight, handling, duty, or similar charges, which are the sole responsibility of the Customer. Sources will be responsible for delivering their products to the designated courier appointed by Seller for shipment to the nearest Seller's affiliate. Prices are contingent upon timely payment by the Customer, and any overdue balance will accrue interest at a monthly rate of one and a half percent. Freight charges may be estimated based on standard carrier tariffs and may not reflect actual transportation costs. Seller reserves the right to modify terms prior to shipment, request payment in advance, or delay/cancel any shipment or order if the Customer's creditworthiness is in question or if the Customer fails to fulfill obligations on time.
If no prior carrier selection is in place for shipping, the Seller may choose a carrier. The Seller's responsibility for loss or damage ceases, and title passes, upon delivery of the products to the carrier, Customer, or Customer's agent (including test houses or value-added service providers), whichever occurs first. If the Seller holds products at the Customer's request for rescheduled delivery or further instructions, the Customer will be responsible for storage charges.
Seller agrees to transfer any transferable warranties received from the Source of the Products to the Customer. Seller provides no other warranties, express or implied, regarding the Products. Specifically, Seller provides no warranty regarding the merchantability of the Products or their suitability or fitness for any particular purpose or use, or with respect to infringement.
Seller's liability arising from the sale of products to the Customer is expressly limited to either (1) refunding the purchase price paid by the Customer for such Products (without interest), or (2) repairing and/or replacing such Products, at Seller's discretion. These remedies are exclusive and exclude all others. The Customer must notify Seller of any defective product within 90 days from the date of shipment. This warranty excludes all other warranties, whether oral, written, expressed, implied, or statutory. Implied warranties of fitness for a particular purpose and merchantability are specifically excluded and do not apply. The Customer's obligations and Seller's remedies regarding defective or nonconforming products are solely as stated in these terms and conditions. Furthermore, no warranty will apply if the Product has been subject to misuse, static discharge, neglect, accident, modification, soldering, or alteration in any way.
The Customer's exclusive remedy under these warranties is limited to refund, repair, or replacement as determined by the Seller. The Seller assumes no responsibility or liability for manufacturer's product specifications or the performance of any design or specification provided by the Customer.
The Seller retains a purchase money security interest in all products sold until the purchase price and any other charges are fully paid. In the event of the Customer's breach of these terms and conditions, the Seller has rights and remedies as a secured party under applicable law. The Customer is responsible for all costs incurred by the Seller in collecting outstanding sums, including collection agency fees and reasonable attorney's fees. The Seller has the right to offset any amount owed by the Seller or its subsidiaries to the Customer against any amount owed by the Customer to the Seller or its subsidiaries. All transactions are governed by the laws of the State of California, and the parties waive the right to a trial by jury.
Products are considered accepted by the Customer unless written notice of shortages, damage, or defects is provided to the Seller within 10 days of delivery. No returns are permitted without a Return Authorization Form issued by the Seller. If the Customer refuses to accept or return products without authorization, the Seller will hold the products for 20 days before considering them abandoned and disposing of them without crediting the Customer's account.
Sales Tax:
For US shipments, Seller will collect Federal, State, and/or Local sale, use, excise, and other taxes as required by law. These taxes are in addition to the purchase price and must be remitted by the Customer, unless the Customer is tax exempt and has provided a valid signed tax exemption certificate to Seller.
For international shipments, all applicable VAT, PST, HST, and/or GST charges, along with brokerage fees, are the responsibility of the Customer and are due at the time of delivery.
Force Majeure:
Seller shall not be held liable for delays in delivery or failure to perform its obligations due to causes beyond its reasonable control, including product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots, or war. Seller's time for delivery or performance will be extended by the period of such delay, or Seller may, at its option, cancel any order or remaining part thereof without liability by providing notice to the Customer.
This document supersedes any purchase order or customer document and is considered an offer. By accepting products or services, making payments, or placing orders after receiving these terms and conditions, the Customer is deemed to have agreed to these terms and conditions, regardless of any conflicting terms in prior or subsequent communications. The Seller's failure to object to any document or act by the Customer does not waive these terms and conditions. Any changes or additions to these terms and conditions must be agreed upon in writing by an authorized officer of the Seller.
If the Customer's order is placed under a contract with the United States Government, the Seller agrees to comply only with the contract provisions and regulations communicated in writing by the Customer. United States Government Cost Accounting Standards do not apply. The Seller reserves all rights to technical data and software owned or licensed by the Seller or the manufacturer. Unless specifically agreed in writing by the Seller, the products are not intended for use in life support systems, human implantation, nuclear facilities or systems, or any application where product failure could result in loss of life or catastrophic property damage. The Customer will indemnify and hold the Seller harmless from any loss, cost, or damage resulting from the Customer's breach of this provision.
Products may be subject to export or resale restrictions and regulations, and the Customer acknowledges the obligation to comply with such restrictions. Statements regarding product origin, Export Control Classification Number, or compliance with applicable laws are based on information provided to the Seller by its suppliers, and the Seller does not guarantee accuracy. The Seller, Source, and Customer certify compliance with all applicable laws, including labor laws and anti-bribery regulations, in the jurisdictions where they operate.
Except for the exclusive warranty remedy described above, neither the Seller nor its Sources shall be liable to the Customer or any other person for any claim, loss, damage, or expense arising directly or indirectly from product inadequacy, deficiency, defect, use, performance, or the Seller's failure or delay in performance. This includes consequential, exemplary, or punitive damages, even if the Seller was informed of the possibility of such damages. The Seller's liability, regardless of basis, is limited to the price paid for the product or service that gave rise to the claim.
Value-added services may void the Source's warranty and make products non-returnable. Orders incorporating such services are non-cancelable, and the products are non-returnable. Third-party value-added service providers are considered agents of the Customer. The Seller provides technical advice as an accommodation to the Customer and assumes no liability for the content or use of such advice.
Software or intellectual property included in or related to the products is supplied by the manufacturer or licensor, and the Seller makes no representation or warranty regarding such software or intellectual property. The Customer agrees to comply with all requirements and rights related to proprietary and similar rights in the intellectual property. The Customer will indemnify the Seller against any liability, cost, or expense resulting from a breach of these requirements or from the Customer's use or sale of the products.
Unclaimed credit balances or sums owed to the Customer become the property of the Seller after twelve months.
Returns are normally accepted within 10 days of the ship date for the convenience of the Customer. If Seller agrees to accept a return, return freight charges must be prepaid by the Customer. Seller does not accept COD (collect on delivery) shipments. Some products may require return directly to the affiliates. All return items must be in the original packaging, unused, untested, un-programmed, and in resalable condition. Customers should contact a Customer Service Representative for a Return Materials Authorization Number and addressing instructions before returning a product. ESD, programmable semiconductors, or moisture-sensitive products that have been opened are not eligible for credit. It's important to note that these return policies do not apply to NON-CANCELABLE/NON-RETURNABLE PRODUCTS. (Refer to the NON-CANCELABLE/NON-RETURNABLE PRODUCTS section in these terms.)
By returning products to Seller, the Customer certifies that the products were purchased from Seller and that no substitution of the same product from another supplier, distributor, or source has occurred. Returns should be made in the original packaging (Source or Seller) and in unused and untested condition unless defective. ESD, programmable semiconductors, or moisture-sensitive products should not be opened.
Seller Electronics maintains Country of Origin information on all products in its inventory. This information is provided to Customers on product labels and shipping documents. The information is based on manufacturer-provided information according to US Treasury, US Customs Regulations.
In no event shall Seller be liable for any special, incidental, or consequential damages of any nature, including, but not limited to, damages resulting from loss of profit or revenue, recall costs, claims for service interruptions or failure to supply, downtime, testing, installation, or removal costs, costs of substitute products, property damage, personal injury, death, or legal expenses. Customer's recovery from Seller for any claim shall not exceed the purchase price paid by the Customer for the goods, irrespective of the nature of the claim, whether in warranty, contract, or otherwise. The Customer shall indemnify, defend, and hold Seller harmless from any claims brought by any party regarding products supplied by Seller and incorporated into the Customer's product.
Customer may not change, cancel, or reschedule orders for products without the consent of Seller. If the Customer cancels the order after it has been accepted by Seller, the Seller may request the Customer to pay reasonable cancellation or reliance charges. These charges are to be paid by the Customer. Requests by the Customer to reschedule are subject to acceptance by Seller at its sole discretion. Orders cannot be canceled or rescheduled after they have been submitted by Seller to the shipment carrier. Seller reserves the right to limit or cancel any order, allocate sales, limit quantities of selected products, and limit selected products to its customers. Seller also reserves the right to reject any order, or any part of an order. Product specifications and availability are subject to change without prior notice.
Seller is committed to compliance with all U.S., EU member state, UK, and selected foreign export, import, customs, and economic sanctions laws, regulations, rules, and orders (collectively referred to as "Trade Control Laws") that apply to products purchased from Exepart.
Seller will not sell or ship products to embargoed countries or individuals and entities restricted by the U.S. Treasury Office of Foreign Asset Control ("OFAC") list of Specially Designated Nationals, including entities that are owned 50% or more by such individuals or entities, the U.S. Commerce Department's Bureau of Industry and Security ("BIS") Denied Persons List, Entity List, Unverified List, and Military End User list. Exepart will not export products prohibited by the Export Administration Regulations ("EAR").
Seller prohibits the shipment of any product that requires an export license pursuant to the EAR or Department of State's International Traffic in Arms Regulations ("ITAR"). Exepart participates in BIS Export Enforcement and OFAC transaction reporting. Exepart immediately reports suspicious purchases to the proper authorities for investigation.
Considering the numerous sanctions imposed upon Russia and Belarus by governments and organizations worldwide, Seller will not ship any products to Russia, the Donetsk and Luhansk regions of Ukraine, and Belarus.
Resale/Transfer/Re-Export of Products:
The Customer understands and acknowledges that all products purchased from Seller are subject to Trade Control Laws and shall only be resold, transferred, re-exported, or disposed of in strict compliance with these laws.
The Customer acknowledges that products purchased from Seller may not be brokered, transshipped, resold, transferred, re-exported, or disposed of to any company, entity, or person identified by BIS: BIS Parties of Concern, or to countries, individuals, or organizations identified by OFAC: Specially Designated Nationals and Blocked Persons list; and Sanctions Programs and Country Information, including sanctions imposed on Iran, North Korea, Cuba, Syria, Venezuela, Sudan, Russia, the Crimea, Donetsk and Luhansk regions of Ukraine, and Belarus, among others.
The Customer acknowledges that, before exporting or re-exporting any product, the Customer is responsible for determining if the product is controlled, prohibited, or restricted for export or import and for obtaining any necessary export, re-export, or import licenses as required by Trade Control Laws.
Export Classification Disclaimer:
Any use of Seller classifications, including ECCNs or any variation of Harmonized Tariff codes, is done at the user's own risk and without recourse to Seller. Export classifications are subject to change. If the Customer exports or re-exports any product, the Customer, as the exporter of record, is responsible for determining the correct classification of the item at the time of export. Any export classification provided by Seller is for Seller’s internal use only and should not be construed as a representation or warranty regarding the proper export classification, nor should it be relied upon for making licensing determinations.