Terms and Conditions
By accepting delivery of any product delivered from ALLSTAR MICROELECTRONICS, INC. (Hereinafter referred to as the Company) , you ("Purchaser") agree to be bound by the terms and conditions listed below. Purchaser and the Company agree that the following terms and conditions are the exclusive terms governing the sales transaction between Purchaser and the Company. Any attempt to alter, supplement, modify or amend these terms and conditions by the Purchaser will be considered a material alteration of this agreement and, therefore, are null and void.
PRICES: All prices quoted are exclusive of taxes, freight charges, and handling charges. Purchaser shall furnish the Company with appropriate tax exemption certificate, if applicable.
FEES AND COSTS: Purchaser shall pay all costs and expenses incurred by the Company in collection of any sums owing by the purchaser, including reasonable legal fees. Each returned check shall be subjected to fifteen dollars USD ($ l5.00 USD) handling charge.
DELIVERY: Shipment of all product shall be FOB the Company warehouse, unless otherwise indicated. In the event of damage, delay, or loss due to the mishandling in transportation, purchaser shall deal directly with the common freight carrier. Purchaser shall instruct the Company with shipping instructions, if no specific instructions are given, the Company will select the most reasonable shipping method to ensure the on time delivery, with reasonable freight cost. The Company is not liable for delay or any freight Charge of shipment due to the absence of shipping instruction from purchaser. In the case of shipment delay due to the cause of purchaser, the Company will store all products ordered at purchaser's risk and expense.
RISK OF LOSS: Any risk of loss or damage to products shall be passed to the freight carrier, purchaser, or purchaser's agent at FOB point.
CHANGES AND CANCELLATIONS: Order accepted by the Company are not subjected to Change or cancellation by purchaser without the consent of the Company or its authorized agents.
Jurisdiction and Venue: Should legal action commence to interpret or enforce the terms of this Agreement, jurisdiction and venue shall be in the Municipal or Superior Courts of the County of Orange, State of California, and/or in the United States District Court, Central District of California, or elsewhere upon the mutual agreement of all parties.
Governing Law: All questions with respect of the construction of this Agreement, and the rights and liabilities of the parties hereunder, shall be determined in accordance with the applicable provisions of the law of the State of California, without giving effect to the choice of law principles.
Attorney's Fees: If any legal action or any arbitration or other proceedings are brought for the interpretation or enforcement of this Agreement, or any rights of the parties with regard to this Agreement, and/or any related agreement, or because of an alleged dispute, breach, or default, the successful or prevailing party shall be entitled to recover its reasonable attorney's fees and expenses, and any costs associated with any enforcement proceeding.
CONFLICTING TERMS: All orders accepted by the Company shall be subjected to Company's Standard Terms and Conditions of Sales. Any terms and conditions presented in orders placed by purchaser, which are in conflict with the Company's Standard Terms and Conditions then in effect, shall be inapplicable without the written approval from the Company.
CONFIRMATION: purchaser's receipt of the terms and conditions contained herein without prompt written objection thereto, or an acceptance of any of the products covered by purchaser's order that is hereby confirmed, shall constitute an acceptance of all terms and conditions set forth on the face and reverse side of this invoice.
SECURITY INTEREST: Upon delivery and acceptance by the purchaser, as security for the due and punctual payment of any sums due thereunder or under any purchase order from the purchaser to the Company, purchaser hereby grants to the Company a Continuing purchase money security interest in all the products and any proceeds thereof in which the purchaser now has or hereafter has any right, title, or interest. Purchaser shall join with the Company at Company’s request, from time to time in executing financing statement, amendments thereto and continuation statements, and pay the costs of the filing of the same whenever the Company deem desirable, and execute and deliver to the Company all documents and instruments, and do such other acts and things as the Company may reasonably request in order to effectuate fully the purpose of this grant of security interest. In the event of the purchaser is in default under the security agreement provided herein, the Company shall have all rights and remedies provided by law.
PATENTS: The Company agrees to (i) defend at its own expense for any suits or proceedings brought in the United States against its purchaser or its customers, to the extent that such suits or proceeding are based on a claim of infringement of any United States Letters Patents by any products, as such, sold in accordance with this confirmation; (ii) pay any final judgement for such infringement entered in any such suits; (iii) pay such sums which is the result of compromise or settlement of any such charges, unless such infringement is the result of designs or other special requirements specified by purchaser, or the result of applications or the usage other than those contemplated in the Company's proposal to which such product is put by purchaser or others; all of the foregoing, however, will under the conditions that the Company be promptly notified of all such charges or suits, and be promptly supplied with the contents of all communications in connection therewith. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM INFRINGEMENT OF ALLEGED INFRINGEMENT OF PATENTS OR COPYRIGHTS, NOR SHALL THE COMPANY BE LIABLE FOR AMOUNT EXCEEDING THE SUMS PAID BY PURCHASER TO THE COMPANY.
WARRANTY: The Company is a distributor only. Products sold by the Company are not manufactured by the Company. The products may, however, be covered by each manufacturer's warranty, service, and support policy (if any). The Company assigns and passes through to the Purchaser any warranty of the manufacturer, and Purchaser acknowledges that it shall have recourse only under such warranties and only as against the manufacturer of the products. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO ANY OF THE PRODUCTS, INCLUDING WITHOUT LIMITATION, WARRANTIES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED.
LIMITATION OF LIABILITY: IN ALL
CIRCUMSTANCES THE COMPANY'S MAXIMUM LIABILITY IS LIMITED TO THE PURCHASE PRICE
OF THE PRODUCTS SOLD. THE COMPANY SHALL NOT, UNDER ANY CIRCUMSTANCES, BE
LIABLE UPON A CLAIM OR ACTION IN CONTRACT, TORT, INDEMNITY OR CONTRIBUTION, OR
OTHER CLAIMS RELATING TO THE PRODUCTS IT SELLS WHICH EXCEEDS THIS LIABILITY
LIMIT. THE COMPANY SHALL NOT BE LIABLE FOR THIRD PARTY CLAIMS FOR DAMAGES
AGAINST THE CUSTOMER, OR FOR MALFUNTION, DELAYS, INTERRUPTION OF SERVICE, LOSS
OF BUSINESS, LOSS OR DAMAGE TO EXEMPLARY DAMAGES, WHETHER OR NOT THE COMPANY
IS APPRISED OF THE POSSIBILITY OF SUCH CLAIMS OR DAMAGES.
RETURNS AND REFUNDS: The Company does not accept return of sold products after thirty (30) days from the Company's invoice date, nor does the Company refund or credit back the purchase money after the above-mentioned period of time. To qualify for the refund or credit back, purchaser must notify the Company timely, obtain proper authorization from the Company, and at the purchaser's expenses deliver the products to the Company's Warehouse within the above-mentioned 30-days period of time. Refunds or credit back shall be limited to the current market price of the actual products, not including shipping and handling expenses of the purchaser, and the Company shall apply a fifteen percent (15 %) or $15.00 (whichever is larger) restocking Charge against the purchaser.
RETURN MERCHANDISE AUTHORIZATION (RMA) PROCEDURES:
1.RETURNS: RMA number must first be obtained from the Company. To obtain an RMA number, Purchaser is required to provide the invoice number, shipping date, model number, serial number, and the reasons of return. Products returned must be received by the Company within ten (10) days after issuance of the RMA number. For defective products returned, purchaser is required to test and identifies the nature of defect. Should the Company find the products to be non-defective, such products will be returned to purchaser freight collect.
2. SHIPPING: Products should be returned to the Company freight pre-paid in the original boxes and packing materials. Returned products must be complete, including all manuals, cables, accessories, and etc. RMA number must be marked clearly outside the carton, and also on the mailing labels. Proof of purchase and a note of reasons for return must be enclosed. No freight collect or C.O.D. on return RMA shipment will be accepted by the Company. In the event that RMA shipment not meeting all the above conditions, the Company reserves the right to refuse the shipment, and the imposition of handling charges.
3. SERVICES: The Company will return the repaired or replaced products to the purchaser at the Company’s cost, provided that the products were originally purchased from the Company, and still covered by the warranty policy, and such products are confirmed to be defective.
THIS STANDARD TERMS AND CONDITIONS OF SALES ARE SUBJECTED TO CHANGE WITHOUT PRIOR NOTICE.