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.
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.
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.
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.
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.
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.
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.
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
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)
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
THIS STANDARD TERMS AND CONDITIONS OF
SALES ARE SUBJECTED TO CHANGE WITHOUT PRIOR NOTICE.