The following are the terms and conditions ("Terms and Conditions") for the sale of products ("Products") by Components Center, Inc. ("CCI") to Components Center’s customers ("Customers").
1. ACCEPTANCE AND CANCELLATION OF ORDERS
All orders are subject to acceptance in writing by CCI or a duly authorized agent of CCI. Any written acknowledgement of receipt of an order shall not, in and of itself, constitute such acceptance. Orders accepted by CCI may be cancelled by Customer upon written consent of CCI provided such order is not "NC/NR" or "Non-Cancelable/Non-Returnable", "Non-Standard Products" or governed by a Purchase Agreement Letter. Non-Standard Products are defined as Products that are special orders, custom orders, orders for non-standard products, products not customarily in stock or orders for value-added products. Non-standard products are non-cancelable and non-refundable. In the event of cancellation or other withdrawal of an order for any reason, and without limiting any other remedy which CCI may have as a result of such cancellation or other withdrawal, reasonable cancellation or restocking charges shall include all expenses incurred and commitments made by CCI, and shall be paid by Customer to CCI. Customer requests to reschedule are subject to acceptance by CCI in its sole discretion. Orders may not be canceled or rescheduled after the order has been submitted by CCI to the shipment carrier. CCI reserves the right to allocate sales and limit quantities of selected Products among its customers in its sole discretion. Product specifications and availability are subject to change without prior notice.
Customer must notify CCI within 10 days from date of shipment of any defective product. Returns are normally accepted when completed within 10 days of the ship date. If CCI agrees to accept a return, return freight charges must be prepaid by customer. CCI will not accept COD shipments. Some products may require return directly to the manufacturer. Contact a sales representative for a Return Materials Authorization Number and addressing instructions prior to returning product. The foregoing statements concerning Returns do not apply to NON-CANCELABLE/NON-RETURNABLE PRODUCTS. (See the NON-CANCELABLE/NON-RETURNABLE PRODUCTS section in these terms.)
3. TERMS OF PAYMENT
All payments must be made in the currency billed on the original invoice.
Credit cards accepted include major credit cards, purchase cards, and major bank debit cards including MasterCard, VISA, Discover, and American Express. Credit Card billing information must be verified on new customers prior to shipment of order. Payment via net thirty (30) days is available to businesses, schools, and agencies with three references or as otherwise specified by CCI.
3.1 TERMS OF PAYMENT
For All Orders
Customer agrees to pay the entire net amount of each invoice from CCI pursuant to the terms of each such invoice, without offset or deduction. Orders are subject to credit approval by CCI, which may in its sole discretion at any time change the terms of Customer's credit, require payment in cash, bank wire transfer/EFT or by official bank check, and/or require payment of any or all amounts due or to become due for Customer's order before shipment of any or all of the Products. If CCI reasonably believes that the Customer's ability to make payments may be impaired or if Customer fails to pay any invoice when due, CCI may suspend delivery of any order or any remaining balance thereof, until such payment is made or cancel any order or any remaining balance thereof. Customer will remain liable to pay for any Products already shipped and all Non-Standard Products ordered by Customer. Customer agrees to submit such financial information as CCI may reasonably require for determination of credit terms and/or continuation of credit terms. Checks are accepted subject to collection and the date of collection will be deemed the date of payment. Any check received from Customer may be applied by CCI against any obligation owing by Customer to CCI under this or any other contract, regardless of any statement appearing on or referring to such check, without discharging Customer's liability for any additional amounts owing by Customer to CCI. The acceptance by CCI of such check will not constitute a waiver of CCI's right to pursue the collection of any remaining balance. Invoices not paid when due will bear interest to date of payment at the annual rate of eighteen (18%) percent or such lower rate as may be the maximum permitted by law. If Customer fails to make payment when due, CCI may pursue any legal or equitable remedies, in which event CCI will be entitled to reimbursement of costs for collection and reasonable attorneys' fees. There is a $25 (USD) service charge on all returned checks.
4. SALES TAX
When required by law CCI will collect Federal, State and/or Local sale, use, excise, and other taxes that apply to a Customer's shipment. These taxes are in addition to the purchase price of the Products subject to an order. Customer will remit the correct tax unless customer is tax exempt and CCI has a valid signed tax exemption certificate on file.
All applicable VAT, PST, HST, and/or GST charges along with brokerage fees will be the responsibility of the Customer and due at the time of delivery.
5. DELIVERY AND TITLE
All shipments by CCI are F.O.B. point of shipment from CCI's facility and the amount of all transportation charges will be paid to CCI by the Customer in addition to the purchase price of the Products. Subject to CCI's right of stoppage in transit, delivery of the Products to the carrier will constitute delivery to Customer and title and risk of loss will pass to Customer. CCI will make reasonable efforts to initiate shipment and schedule delivery as close as possible to Customer's requested delivery date(s). Customer acknowledges that delivery dates provided by CCI are estimates only and that CCI will not be liable for failure to deliver on such dates. Selection of the carrier and delivery route will be made by CCI unless specifically designated by Customer. CCI reserves the right to make deliveries in installments. Delay in delivery of one installment will not entitle Customer to cancel any other installment(s). Delivery of a quantity that varies from the quantity specified shall not relieve Customer of the obligation to accept delivery and pay for the Products delivered.
11. NON-CANCELABLE/NON-RETURNABLE PRODUCTS
From time to time, Seller will notify Buyer of a product that is "NC/NR", (Non-Cancelable/Non-Returnable) upon determining that an order requires such conditions of sale. Buyer understands that "NC/NR" products are obtained by CCI from the manufacturer specifically for the buyer. Irrespective of circumstances, the buyer agrees that "NC/NR" products may not be cancelled, returned or rescheduled by the buyer without the agreement of both CCI's supplier and the written consent of CCI Electronics. All products purchased by Customers classified by CCI Electronics as an Electronic Component Distributors or Brokers shall be deemed Non-Cancellable/Non-Returnable.
13. FORCE MAJEURE
CCI will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, 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. CCI's time for delivery or performance will be extended by the period of such delay or CCI may, at its option, cancel any order or remaining part thereof, without liability by giving notice to Customer.
14. EXPORT CONTROL
CCI Electronics is committed to compliance with all U.S. Export Regulations and Laws. CCI will not sell or ship to countries embargoed by the U.S. Treasury Office of Foreign Asset Control (OFAC). CCI will not sell or ship to individuals or organizations identified by the U.S. Treasury as Specially Designated Nationals and Blocked Persons. CCI will not sell or ship products prohibited under Export Administration Regulations to individuals or organizations identified by the U.S. Department of Commerce, Bureau of Industry and Security (BIS). CCI will not seek export licenses pursuant to Export Administration Regulations. CCI prohibits the re-export, brokering or transshipment of its products to any individual, organization or country prohibited by the OFAC or BIS. The sale, resale or other disposition of Products, and any related technology or documentation, are subject to the export control laws, regulations and orders of the United States and may be subject to the export and/or import control laws and regulations of other countries. Customer agrees to comply with all such laws, regulations and orders. Customer further acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Customer acknowledges its responsibility to obtain any license to export, re-export or import as may be required.
14.1 Export Classification Disclaimer
Any use made of CCI classifications, whether it be ECCNs or any variation of Harmonized Tariff codes, is without recourse to CCI and at the user’s risk. Export classifications are subject to change. If you export or re-export, your company, as the exporter of record, is responsible for determining the correct classification of any item at the time of export. Any export classification by CCI is for CCI’s internal use only and shall not be construed as a representation or warranty regarding the proper export classification nor relied upon to make licensing determinations.
The Terms and Conditions may not be modified or cancelled without CCI's written agreement. Accordingly, goods furnished and services rendered by CCI are sold only on the terms and conditions stated herein. The sale of Products hereunder will be governed by the Terms and Conditions, notwithstanding contrary or additional terms and conditions in any order purchase order, planning schedule, acknowledgment, confirmation or any other form or document issued by either party affecting the purchase and/or sale of Products. Notwithstanding any terms and conditions on Customer's order, the information and conditions on the Credit Application are controlling over Customer and CCI. Any conflicting statements or terms listed on the Customer purchase orders, invoices, confirmations or other Customer generated documents ("Customer Documents"), whether heretofore or hereafter submitted, are negated by submission of the Credit Application and the issuance of credit by CCI, and all different or additional terms and conditions contained in any Customer Documents are hereby objected to by CCI. CCI's performance of any contract is expressly made conditional on Customer's agreement to CCI's Terms and Conditions of Sale, unless otherwise specifically agreed upon in writing by CCI. In the absence of such agreement, commencement of performance and/or delivery shall be for Customer's convenience only and shall not be deemed or construed to be acceptance of Customer's terms and conditions or any of them. If a contract is not earlier formed by mutual agreement in writing, acceptance by Customer of any goods or services shall be deemed acceptance by Customer of the terms and conditions stated herein. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by operation of law, merger or otherwise, without the prior written consent of CCI. The obligations, rights, terms and conditions hereof will be binding on the parties hereto and their respective successors and assigns. The waiver or breach of any term, condition or covenant hereof, or default under any provision hereof, will not be deemed to constitute a waiver of any other term, condition, or covenant contained herein, or of any subsequent breach or default of any kind or nature. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction, or affecting the validity or enforceability of such provision in any other jurisdiction. The Terms and Conditions will be governed by and construed in accordance with the laws of the state of California and the applicable laws of the United States.