This agreement is binding between Customer and OneStopElectro (OSE), and except as otherwise set forth on this document. All quotations and sales are made only upon these terms and conditions and those on the front of this document. This document and not any purchase order or other customer document (which, if construed to be an offer is hereby rejected), will be deemed an offer or counter offer and is a rejection of any other terms or conditions.
Customer, by accepting any products, making any payments or ordering any products having previously received these terms and conditions, will be deemed to have assented to these terms and conditions, notwithstanding any terms contained in any prior or later communication from customer and whether or not OneStopElectro will specifically or expressly object to any of customers terms. OneStopElectro’s failure to object to any document, communication, or act of customer will not be deemed a waiver of any of these terms and conditions. Any addition or change to these terms and conditions must be specifically agreed to in writing by a duly authorized officer of OneStopElectro before becoming binding on OneStopElectro or its agents.
Payment is due on sale, or on NET 30 days from invoice date for creditworthy customers. Prices are FOB OneStopElectro’s facility. Prices do not include any taxes, tariffs, duties or other similar charges. These charges are the responsibility of and will be billed separately to the Buyer. Prices are conditioned upon timely payment and any past due balance will accrue interest at the monthly rate of one and one-half percent, or the maximum extent provided by law. Freight charges may be construed on the basis of standard carrier tariffs and may not reflect actual transportation costs. OneStopElectro reserves the right to modify terms prior to shipment, require payment in advance, or delay or cancel any shipment or order by reason of customer’s credit worthiness or should customer fail to fulfill any obligation when due.
OneStopElectro may assign accounts receivable to a OneStopElectro affiliate. In order to defray the cost of customer account administration, any credit balance or other sum owed to customer that remains unclaimed by customer for a period of eighteen months will become the property of OneStopElectro.
Products are deemed accepted by customer unless customer notifies OneStopElectro in writing within 5 business days of delivery of product shortages, damage or defect. No returns may be made for any reason without a Return Authorization Form issued by OneStopElectro. If customer refuses to accept tender or delivery of any products or Returns any products without authorization from OneStopElectro, such products will be held by OneStopElectro awaiting customer’s instruction for 7 business days, after which OneStopElectro may deem the products abandoned and dispose of them as its sole discretion with no credit to customer’s account.
OneStopElectro reserves the right to allocate in its sole discretion among customers or potential customers, or defer or delay the shipment of, any product which is in short supply. In the absence of a prior shipping agreement, OneStopElectro may select the carrier to customer or to customer’s agent (including, without limitation, any test house or value-added service provider), whichever occurs first. Customer will pay for storage charges if products are held by OneStopElectro at customer’s request pending instructions or rescheduled delivery. OneStopElectro will not be liable for any failure or delay in its performance or in the delivery or shipment or products, or for any damages suffered by customer by reason of such failure or delay, when such failure or delay is not caused by OneStopElectro. This includes performance delays or damages caused by, or arising in connection with, any act of God, pandemic, fire, accident, riot, earthquake, severe weather, war, customs clearance/hold, legal issue, governmental interference or embargo, strike, shortage of labor, fuel, power, materials or supplies, or delay in delivery by OneStopElectro’s subtier suppliers. OneStopElectro reserves the right to cancel without any liability any order, the shipment of which is or may be delayed for more than 15 days by reason of such cause.
OneStopElectro warrants all product for a period not to exceed one year from purchase. OneStopElectro will flow down any applicable manufacturer’s warranties to the extent permissible by law and/or the manufacturer. Customer’s exclusive remedy, if any, under these warranties is limited, at OneStopElectro.’s election, to any one or (a) refund of customer’s purchase, (b) repair by OneStopElectro, or (c) replacement of any such product. Customer acknowledges that except as specifically set forth or referenced in this paragraph, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, IN ADVERTISING MATERIALS, BROCHURES OR OTHER DESCRIPTIVE LITERATURE) BY ONESTOPELECTRO OR ANY OTHER PERSON EXPRESS OR IMPLIED, AS TO THE CONDITION OR PERFORMANCE OF ANY PRODUCTS, THEIR MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. ONESTOPELECTRO ASSUMES NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR MANUFACTURER’S PRODUCTS SPECIFICATIONS OR THE PERFORMANCE OR ADEQUACY OF ANY DESIGN OR SPECIFICATION PROVIDED TO ONESTOPELECTRO BY OR ON BEHALF OF CUSTOMER. Use of the customer’s part number on this document or on any products is for convenience only and does not constitute any representation by OneStopElectro with respect to the performance, specifications, or fitness of any part for any purpose.
Customer acknowledges that it is solely responsible for determining the suitability of the product it is ordering for its own purposes. Except for the limited warranty coverage referenced above, NEITHER ONESTOPELECTRO NOR ITS SUPPLIERS WILL HAVE ANY LIABILITY OR OBLIGATION TO CUSTOMER OR ANY OTHER PERSON FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE CAUSED IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY BY THE INADEQUACY OF ANY PRODUCTS FOR ANY PURPOSE, BY ANY DEFICIENCY OR DEFECT IN ANY PRODUCT (WHETHER OR NOT COVERED BY ANY WARRANTY), BY THE USE OR PERFORMANCE OF ANY PRODUCTS OR BY ANY FAILURE OR DELAY IN ONESTOPELECTRO’S PERFORMANCE HEREUNDER, OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY OR LOSS OF BUSINESS OR PROFIT, WHETHER OR NOT CUSTOMER WILL HAVE INFORMED ONESTOPELECTRO OF THE POSSIBLITY OR LIKELIHOOD OF ANY SUCH DAMAGES.
Customer acknowledges that products sold by OneStopElectro are not intended for and will not be used in life support systems, human implantation, nuclear facilities or systems, or any other application where product failure could lead to loss of life or catastrophic property damage. Customer will indemnify and hold OneStopElectro harmless from any loss, cost or damage resulting from customers’ breach of the provisions of this paragraph.
No order may be cancelled, rescheduled or reconfigured without OneStopElectro’s prior written authorization and, in such event; customer will be liable to OneStopElectro for any additional cost and expenses incurred by OneStopElectro. Prices are subject to change by OneStopElectro upon customer rescheduling or reconfiguration of orders. Prices are also subject to change in response to supplier price increases, whereupon, customer may cancel the undelivered portion of any affected order by delivering written notice to OneStopElectro prior to the shipment thereof and within 10 days of its receipt of notice of the price increase.
Customer is responsible for all costs and expenses incurred by OneStopElectro in collecting any sums owing by customer (which may include, but are not limited to, collection agency and reasonable attorney fees). If OneStopElectro incurs costs collecting on any judgment arising out of customer’s breach, customer will be responsible for them, and this provision will survive the entry of any such judgment. OneStopElectro shall have the right to offset any sum owed by Customer to OneStopElectro or any OneStopElectro subsidiary.
If customer’s order is placed under a contract with the United States Government, OneStopElectro agrees to comply with those contract provisions and regulations with which, pursuant to law, it must comply and of which customer has, at the time of order placement, placed OneStopElectro on notice. In no event will the United States Government Cost Accounting Standards apply. No provision of customer contract with the government will be binding on OneStopElectro except as expressly set forth in this paragraph unless appropriate notice is provided to OneStopElectro and consent is specifically agreed to in writing.
Products may be subject to import/export or resale regulation and customer acknowledges that it will comply with such restrictions and regulations. Any statement as to product country of origin or compliance with applicable law (including, without limitation, that products are lead free or RoHS compliant) is as provided to OneStopElectro by its suppliers, accompanying component documentation, and/or manufacturer literature. As such, OneStopElectro does not warrant the accuracy of this information will not be liable for any error with regard to same. OneStopElectro provides this information in good faith for reference purposes, and Customer must independently validate the information and use such information at its own risk.
If customer provides OneStopElectro with any intellectual property, customer warrants that it has all necessary legal rights to such property. Customer will indemnify OneStopElectro against and hold it harmless from any and all liability, cost or expense arising from a breach or purported breach of the requirements described in this and previous sections.
All transactions are governed by the laws of the State of Wyoming. The parties waive any right to trial by jury.