- TERMS
AND CONDITION OF SALE
Terms
and conditions set forth in any document provided by the purchaser which
differ from, conflict with, or are not included in the terms and
conditions set forth in this document shall not become a part of any
agreement between Essential IC and the purchaser unless such terms and
conditions are specifically accepted by us in writing.
No waiver of any terms, conditions, or obligation thereof shall be
deemed a waiver of similar terms in the future, nor shall any breach be
deemed a waiver of subsequent breaches of the same or other nature.
ADDITIONAL
INCONSISTENT TERMS
Terms
and conditions set forth in any document provided by the
purchaser, which differ from, conflict with, or are not included
in the terms and conditions set forth in this document, shall
not become a part of any agreement between the purchaser and Essential IC
unless such terms and conditions are specifically accepted by us
in writing.
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CREDIT
/ TERMS OF PAYMENT
Unless
otherwise expressly stated in writing, terms are C.O.D. We
reserve the right at any time to require full or partial payment
in advance of shipment, or to revoke any credit previously
extended, if, in our judgment, the purchaser's financial
condition does not warrant proceeding on the terms specified. In
the case Buyer shall fail to make payments on this or any other
contract between Buyer and Essential IC in accordance with Essential IC’
terms.
Essential IC may defer future shipments until such payments are
made, or may, at its option, cancel unshipped balances. Essential IC
reserves the right to refuse all orders deemed unacceptable by
reason payment terms, financial responsibility, or other sound
business reasons. In addition to the prices stated, the Buyer
expressly agrees to be liable for interest at the maximum
allowable contract rate under applicable law on past due
accounts. The buyer expressly agrees to be liable for any LATE
CHARGES as may be permitted by Florida Law. The LATE CHARGES
will be computed and applied at the rate of 1.5% per month (18%
per year) of each past due period (every 30 Days) or at a rate
of $25.00 minimum charge whichever is greater.
Buyer hereby represents and warrants that Buyer is presently
able to pay Buyer's debts in the ordinary course of business or
as they become due and that Buyer has no outstanding account
with any other person or company which is greater than thirty
(30) days overdue. Payment must be made from our standard
commercial invoice. No customer supplied voucher forms will be
completed. There will be a $35.00 re-billed charge on unearned
discounts and/or deductions.
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COMPLIANCE
WITH LAWS
Buyer
will comply with all applicable domestic and international laws
and regulations. Buyer understands that Essential IC is subject
to regulation by agencies of the United States Government,
including the United Stated Department of Commerce, which
prohibit export or diversion of Essential IC’ products to
certain countries. Buyer warrants that it will not sell, or
knowingly assist, or participate in the sale of any products to
countries or to users not approved to received technical
equipment or information under applicable U.S. laws and
regulations. Buyer will hold harmless and Essential IC for any
damage resulting to Essential IC from a breach of these laws by
Buyer.
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TAXES
Orders
accepted are subject to Buyer paying all Federal, State, Local
or Foreign taxes or duties. The Buyer will reimburse Essential IC
with the amount of any taxes in the nature of excise taxes now
or hereafter imposed by the United States, an individual State,
and International or Local Government Authority, and paid by Essential IC,
either as such, or indirectly by increased costs.
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BUYER
RELIANCE AND REPRESENTATION
Essential IC
assumes no responsibility for any errors that may occur in its
printed advertising material. Any product recommendation is not
binding and shall not eliminate Buyer's responsibility to verify
the suitability of the products sold by Essential IC for their
particular application. By placing an order with Essential IC,
Buyer hereby represents and warrants to Essential IC that Buyer
has not relied on any statements made by Essential IC'
personnel, and that Buyer has independently determined through
his own personal knowledge, that the products ordered are
compatible and suitable for the application for which he
intends.
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BUYER'S
TERMS AND CONDITIONS
Goods
furnished and services rendered by Essential IC are sold only on
the terms and conditions stated herein, notwithstanding any
terms or conditions on Buyer's order or quotation form. Essential IC’
performance of any contract is expressly made conditional on
Buyer's agreement to Essential IC's Terms and Conditions of
Sale. In the absence of such an agreement, commencement of
performance and/or delivery shall be for Buyer's convenience
only, and shall not be deemed or construed to be acceptance of
Buyer's terms and conditions. If a contract is not earlier
formed by mutual agreement in writing, acceptance of any goods
or services shall be deemed acceptance of the terms stated
herein.
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QUOTATIONS
AND PRICES
All
prices published by us or quoted by our representatives may be
changed at anytime without notice. Due to fluctuating market
conditions, written quotations expire automatically 5 days from
the date issued and are subject to change or termination by
notice during that period. All prices are subject to adjustment
with respect to specifications, quantities, shipment
arrangements or other terms and conditions that are not part of
the original price quotation. Prices are FOB Supplier and are
exclusive of all city, state, and federal taxes, freight,
handling and other similar charges, payment of which shall be
the sole responsibility of Customer. If Essential IC. pays any
such tax or charge, Customer will promptly reimburse the same.
The purchaser is responsible for obtaining and providing to us
any certificate of exemption or similar document required to
exempt any sale from sales, use or similar tax liability. All
prices shall be as specified by us or, if no price has been
specified, shall be our price in effect at the time of delivery.
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CONFIRMING
ORDERS
Essential IC
shall hold Buyer responsible for any order that is duplicated by
Essential IC because Buyer failed to mark the order 'CONFIRMING
ONLY' boldly on the face of the order.
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DELIVERY
Unless
otherwise negotiated, domestic and international shipments are
quoted FCA, point of origin. In most cases, the transfer of risk
of all goods shall pass to Buyer upon delivery to common carrier
or when Buyer takes possession of goods Essential IC’ place of
business. Please note that title transfer and ownership of goods
from a freight claim standpoint coincides with the terms of
delivery indicated on Essential IC Inc. Sales Order. Terms of
delivery shall be stated as International Commercial Terms (INCOTERMS)
such as EXW, FCA, CIP, CPT, DDU, DDP and/or other special
written instructions listed on Essential IC Inc. Sales Order. It
is specifically agreed that the risk of loss shall not be
altered by the fact that the conduct of either party hereto may
constitute a default or breach. Essential IC shall not be liable
for delay in delivery or for failure to perform due to causes
beyond the reasonable control of Essential IC. Essential IC
shall have the right to deliver all goods covered hereby at one
time or in portions from time to time, within the time for
delivery provided in such order.
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SPECIFICATIONS
All
products are subject to our standard tolerances for
specifications. We reserve the right to make substitutions and
modifications in the specifications of any products provided
that such substitutions or modifications do not materially
affect the performance of the products or the purposes for which
they can be used.
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PATENTS
Essential IC
assumes no obligation or liability of any kind with respect to
infringements or alleged infringements of United States or
foreign patents, copyrights, trademarks or other proprietary
rights arising out of the purchase, use, possession, sale or
delivery of any products sold to the Purchaser. The purchaser
shall indemnify and hold Essential IC harmless from any and all
claims, liabilities, damages, or expenses resulting from
infringements or alleged infringements of United States or
foreign patents, copyrights, trademarks or other proprietary
specifications provided by the purchaser. No sale of any product
shall be construed as granting to the purchaser any license or
other right in or to any patent, copyright, trademark or other
proprietary right applicable to the product.
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INTEGRATION
AND ASSIGNMENT
This
instrument contains the entire and only agreement between the
parties with respect to goods and services listed herein and
there are no other promises, representations, or warranties,
either expressed or implied. The provisions of this agreement
shall not be changed or modified except for an instrument, in
writing, signed by the parties hereto. Any assignment of this
agreement and performance by the parties hereunder by buyer
shall be void without Essential IC’s written consent.
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INSTALLATION
Buyer
shall be solely responsible for the installation and operation
of the goods covered herein, including without limitation, the
obtaining of all permits, licenses or certificates required for
the installation or use of such goods.
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LIFE
SUPPORT APPLICATIONS
Products
sold by Essential IC are not designed for use in life support
appliances, devices or systems where malfunctions of such
products can reasonably be expected to result in a personal
injury. The purchaser using products sold by Essential IC in
life support applications does so at its own risk and agrees to
fully indemnify Essential IC for any damages resulting in such
improper use or sale.
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LIMITED
WARRANTY
We
expressly limit our warranty as follows and such warranties
shall be in lieu of any other warranty, express or implied,
including but not limited to, any implied warranty of
merchantability or fitness for a particular purpose. Products
sold by Essential IC Inc. are covered by one of the following
provisions, depending upon part number, product line or product
category. Essential IC Inc. will, when possible, pass through to
the buyer any warranty from the actual manufacturer of the
product. A copy of any manufacturer's warranty is available by
writing to our customer service department. To validate the
warranty, Buyer expressly agrees to follow the terms and
conditions of the manufacturer's warranty, including, but not
limited to, registration. Products sold by Essential IC Inc. are
warranted to be free from defects in material and/or workmanship
for a period of 30 (Thirty) days, from date of original
purchase. In the event of malfunction or other indication of
failure attributable directly to faulty workmanship and/or
material, Essential IC Inc. at its option, will repair or
replace the defective part or parts. Replacement parts are
warranted for the remaining portion of the original warranty
period. All such repairs and/or replacement parts shall be
rendered by Essential IC Inc. without charge for parts or labor
when the product is returned (freight prepaid) within the
specified period from the date of purchase. This warranty
applies only to the original purchaser. This warranty will not
cover the failure of Essential IC’ products, which if
determined by Essential IC resulted from accident, abuse,
negligence, alterations, or misapplication of the product. In no
event will Essential IC be liable for any special, indirect,
incidental or consequential damages of any character whether in
contract or tort (including negligence and strict liability).
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CANCELLATIONS,
RETURNS OR EXCHANGES
Orders
accepted by Essential IC are non-cancelable/non-returnable,
except for parts that do not conform to manufacturer's published
specifications for fit, form, function, or electrical
characteristics. All products sold by Essential IC are under full
fit, form and function warranty for 30 days. Any request for returns
or exchanges from customers
must be made in writing or by
calling Essential IC’ Customer Service Department within thirty
(30) days of receipt of merchandise. Before the request is
approved and an RMA Number (Return Merchandise Authorization) is
issued, an electrical defect report must be supplied to Essential
IC documenting the exact cause of the problem. Once an RMA number
is issued it will also have an RMA expiration date . This number must be
clearly marked on the outside of the package. All returned
merchandise must be shipped freight prepaid, complete with all packaging material,
accessories and documentation. Goods returned without an RMA
Number on the outside of each package, not prepaid, and/or
returned after the RMA expiration date will be refused.
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ATTORNEY'S
FEES
Essential IC
has the right to collect from purchasers all reasonable costs
and expenses incurred in collection of any sums owing by
Customer and we shall not be obligated to make any further
deliveries to Customer. Such reasonable costs and expenses shall
include, but not be limited to, reasonable attorney's fees.
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CLAIMS
All
claims for shortages of products
must be made in writing within FIVE (5) DAYS AFTER RECEIPT OF
SHIPMENT and claims for defective or non-conforming product must
be made within THIRTY (30) DAYS AFTER RECEIPT OF SHIPMENT.
Any claims not made within that period shall be deemed
waived and released. Our sole responsibility with respect to
such claims shall be, at our option, to repair or replace any
product or component which we determine to be defective. In no
event shall we be liable for any incidental or consequential
damages due to any cause whatsoever. No suit or action shall be
brought against us more than four months after the related cause
of action has occurred.
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DISPUTES
All
disputes under any contract concerning the goods not otherwise
resolved between Essential IC and Buyer shall be resolved in a
court of competent jurisdiction for the location of Essential IC’
place of business. In addition at Essential IC sole discretion,
such action may be heard in some place designated by Essential IC
(if necessary to acquire jurisdiction over third persons) so
that the dispute can be resolved in one action. Buyer agrees to
appear in any such action and hereby consents to the
jurisdiction of such court. No action, regardless of form,
arising out of, or in anyway way connected with goods furnished
or services rendered by Essential IC may be brought by Buyer
more than six months after the date of sale.
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SECURITY
INTEREST
Essential IC
retains and Buyer hereby grants a security interest in the
goods, including all accessions to and replacements of them
until Buyer has made payment in full. Buyer shall cooperate
fully with Essential IC in executing such documents, including a
Uniform Commercial Code financing statement, and accomplishing
such filing and/or recordings thereof that Essential IC may deem
necessary for the protection of such security interest. Buyer
has not executed and will not execute any security agreement of
financing statement covering any of the goods described herein
except to Essential IC, and will keep the goods free from all
liens, claims, security interests and encumbrances of any kind
or nature except the security interest of Essential IC and such
security interest that Essential IC may first consent in
writing.
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RMA
POLICY
Buyer may
return to Seller any goods that are damaged or defective solely
by obtaining a Return Material Authorization (RMA) from Seller
within 30 days of receipt of the goods. Buyer must return to
Seller the damaged or defective goods within the period set
forth in the RMA, 15 days unless otherwise specified in writing. The RMA number must be listed on all packaging
containing goods returned to the Seller. If Buyer does not
request from Seller an RMA within 30 days of receiving the goods
to be returned, or requests an RMA for goods that are not
damaged or defective, Seller may, at its sole discretion, refuse
to issue an RMA for return of the goods or may require that
Buyer pay to Seller a reasonable restocking fee as a condition
of issuing to Buyer the RMA.
Go to RMA
FORM
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