A. INTELLECTUAL PROPERTY RIGHTS OF THE WEBSITE

Regarding our website, all Intellectual Property rights, content, service, and anything pertaining to such belongs to Seller, its affiliates, contributors, or third parties. Buyer is granted a limited license to use our website and the content on the website, provided that Buyer (I) uses the site and content solely for internal business use, (II) does not change or modify the content in any way, and (III) does not transfer, share, or distribute the content via computer, paper, or other media in any way. Except as granted by this limited license, Seller retains full intellectual property rights and title for the site and all content. Buyer may not copy any logos without the express written consent of the Seller, or as permitted by applicable law. No part of our site may be mirrored, scraped, or framed in any way, or on any other site.

A. INTELLECTUAL PROPERTY OF SOFTWARE OR PRODUCTS SUPPLIED

If an order includes software or other intellectual property, such software or other intellectual property is provided by Seller to Buyer subject to the copyright and user license, the terms and conditions of which are set forth in the license agreement accompanying such software or other intellectual property. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement.

B. QUOTATION 

All quotations (verbal or in writing) are subject to prior sale; the availability of the products is subject to sales.

C. PRICES

Irrespective of any prices quoted by Seller or listed on Buyer's order, an order is accepted only at the prices shown on Seller's acknowledgment.  Seller reserves the right to increase the price of the goods covered by this Contract to reflect any increase in Seller’s costs for those goods caused by an increase in the price charged by Seller’s supplier, and Buyer agrees to pay the Seller any such increase price according to the terms of this Contract. If Buyer cannot accept such price increase, Buyer must notify Seller of cancellation of order right away. If Seller does not hear from Buyer in a timely manner, Buyer will have been deemed to have accepted the price increase. All prices are quoted in US Dollars, unless otherwise indicated on our quotation.

D. ORDERS

No orders for products may be cancelled or rescheduled without Seller's consent, which consent may be given by Seller in its sole discretion. Seller reserves the right to allocate sales of Products among its customers in its sole discretion. Notwithstanding any provision of these Terms and Conditions to the contrary, orders for special, custom, value-added and other non-standard Products, including Products to be assembled in kit form, Products of manufacturers which do not appear on Seller's line card, work-in-process and Products otherwise identified by Seller as "NCNR" or "Non-Cancelable and Non-Returnable" ("Non-Standard Products") shall be non-cancelable and non-returnable. By sending an Order to Seller, Buyer acknowledges that Seller’s terms and conditions are the overriding terms and conditions for the order, and no other terms or conditions will have any governance over the transaction. Buyer understands that all terms and conditions given with their order will give way to Seller’s terms and conditions, should there be any discrepancy between the two.

E. TERMS OF PAYMENT

Payment shall be net thirty (30) days from date of invoice, subject to credit approval, or as otherwise specified by Seller. Buyer agrees to pay the entire net amount of each invoice from Seller pursuant to the terms of each such invoice without offset or deduction. Orders are subject to credit approval by Seller, which may in its sole discretion at any time change the terms of Buyer's credit, require payment in cash, bank wire transfer or by official bank check and/or require payment of any or all amounts due or to become due for Buyer's order before shipment of any or all of the Products. If Seller believes in good faith that Buyer's ability to make payments may be impaired or if Buyer shall fail to pay any invoice when due, Seller 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, and Buyer shall remain liable to pay for any Products already shipped and all Non-Standard Products ordered by Buyer. Buyer agrees to submit such financial information from time to time as may be reasonably requested by Seller for the establishment and/or continuation of credit terms. Checks are accepted subject to collection and the date of collection shall be deemed the date of payment. Any check received from Buyer may be applied by Seller against any obligation owing from Buyer to Seller, regardless of any statement appearing on or referring to such check, without discharging Buyer's liability for any additional amounts owing from Buyer to Seller, and the acceptance by Seller of such check shall not constitute a waiver of Seller's right to pursue the collection of any remaining balance. Buyer shall pay interest on any invoice not paid when due from the due date to the date of payment at the rate of one and one-half (1-½%) percent per month or such lower rate as may be the maximum allowable by law. If Buyer fails to make payment when due, Seller may pursue any legal or equitable remedies, in which event Seller shall be entitled to reimbursement for costs of collection and reasonable attorney fees accrued by Seller.

F. DELIVERY

All shipments by Seller are F.O.B. Seller’s place of shipment; and all transportation charges shall be paid by Buyer in addition to the price of the Products. Subject to Seller's right of stoppage in transit, delivery of the Products to the carrier shall constitute delivery to Buyer and title and risk of loss shall thereupon pass to Buyer. Selection of the carrier and delivery route shall be made by Seller unless otherwise specified by Buyer. Seller shall use reasonable efforts to initiate shipment and schedule delivery as close as possible to Buyer's requested delivery dates. Buyer acknowledges that delivery dates provided by Seller are estimates only and that Seller is not liable for failure to deliver on such dates. Seller reserves the right to make deliveries in installments. Delivery of a quantity which varies from the quantity specified shall not relieve Buyer of the obligation to accept delivery and pay for the Products delivered. Delay in delivery of one installment shall not entitle Buyer to cancel other installments. IN NO EVENT WILL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY FAILURE TO MEET ANY DELIVERY SCHEDULE OR FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS. Delays or changes in schedules due to Buyer directed actions are subject to price adjustments. Seller reserves the right to allocate production and deliveries among its various customers under any circumstances. All quotes, orders, and delivery are subject to the availability of the product(s). Due to the nature of the market, stock availability is constantly in a state of flux. Seller cannot guarantee that stock available when quoted will still be available when ordered. By sending us a Purchase Order, Buyer acknowledges that they consent to these terms, and will not hold Seller liable in whole or in part for any change in stock availability. Buyer acknowledges by sending a Purchase Order that stock availability may have changed, or may change during the time it takes to receive and process a Purchase Order, and Seller is not liable in whole or in part for any change in Seller’s Supplier’s stock availability, even after an order is received from Buyer and acknowledged by Seller. Any Purchase Order from Buyer to Seller is not considered confirmed until our Supplier has delivered the goods/products to Seller.

G. EXPORT CONTROL

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. Buyer agrees to comply with all such laws, regulations and orders and acknowledges that it shall not knowingly, directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Buyer acknowledges its responsibility to obtain any license to export, re-export or import as may be required. Seller retains the right to not quote or sell to certain countries, at our sole discretion. If we receive information that our products are being quoted, sold, or re-directed to any country Seller does not quote or sell to, or that is on the prohibited countries list, Seller shall, at our sole discretion, cancel the entirety or remaining balance of the order without liability, and/or contact the proper authorities.

H. CUSTOMS CLEARANCE

Buyer is responsible for all Customs fees and for Customs clearance in Buyer’s country. Seller is not liable for any seizure of product(s) by customs, and all action to clear customs must be taken by Buyer. Upon request, Seller will provide any documentation requested, if available; however, Seller is not ultimately responsible for customs clearance. In the event of any customs seizure, Seller will not resend or refund any product. Seller, upon Buyer’s decision to re-order, may, at its sole discretion, try to ship again via a different carrier, but all re-shipments are undertaken at Buyer’s expense and risk.

I. AIRCRAFT/SUBMARINE

Seller does not authorize any of Seller's goods for use in aircraft, submarine, aircraft devices and/or systems, submarine devices and/or systems without the Express written approval of an officer of Seller. Aircraft devices or systems are devices or systems that are intended to be used in or in support of aircraft and whose failure to perform can be reasonably expected to result in interference with aircraft communication systems and/or significant injury to the user. Submarine devices or systems are devices or systems that are intended to be used in or in support of submarines and whose failure to perform can be reasonably expected to result in interference with submarine communication systems and/or significant injury to the user. If Buyer uses or sells the Products for use in any such applications: (I) Buyer acknowledges that such use or sale is at Buyer's sole risk; (II) Buyer agrees that Seller and the manufacturer of the Products are not liable, in whole or in part, for any claim or damage arising from such use; and (III) Buyer agrees to indemnify, defend and hold Seller and the manufacturer of the Products harmless from and against any and all claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use or sale. If Buyer disregards these terms, and Seller becomes aware of this breach of contract, Seller retains the right to cancel the entirety of the order and/or any remaining balance of the order/contract without liability.

J. USE OF PRODUCTS IN LIFE SUPPORT, NUCLEAR AND CERTAIN OTHER APPLICATIONS

Products sold by Seller are not designed, intended or authorized for use in life support, life sustaining, nuclear, or other applications in which the failure of such Products could reasonably be expected to result in personal injury, loss of life or catastrophic property damage. If Buyer uses or sells the Products for use in any such applications: (I) Buyer acknowledges that such use or sale is at Buyer's sole risk; (II) Buyer agrees that Seller and the manufacturer of the Products are not liable, in whole or in part, for any claim or damage arising from such use; and (III) Buyer agrees to indemnify, defend and hold Seller and the manufacturer of the Products harmless from and against any and all claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use or sale. If Buyer disregards these terms, and Seller becomes aware of this breach of contract, Seller retains the right to cancel the entirety of the order and/or any remaining balance of the order/contract without liability.

K. FORCE MAJEURE

Seller shall not be liable for failure to fulfill its obligations herein or for delays in delivery due to causes beyond Seller’s reasonable control, including, but not limited to, acts of God, natural disasters, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, riots, war, acts of terrorism, delays in transportation, refusal by Seller’s supplier to sell the products, products that have already been sold by the Seller’s supplier or inability to obtain labor or materials and products through its regular sources/suppliers.  By reason of any such cause, Seller may, at its option, cancel any order thereof without liability by giving notice of such cancellation to Buyer.

L. LIABILITY

(1) BUYER SHALL NOT IN ANY EVENT BE ENTITLED TO, AND SELLER SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION COSTS, REMOVAL AND/OR REINSTALLATION COSTS, REPROCUREMENT COSTS, LOSS OF PROFIT OR REVENUE, LOSS OF DATA, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEAD, INJURY TO REPUTATION OR LOSS OF CUSTOMERS RELATING TO BUYER’S USE OF THE SITE OR PRODUCTS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT IS SELLER LIABLE TO BUYER OR ANY OTHER PARTY FOR ANY LIABILITY, CLAIMS, OBLIGATIONS, DAMAGES, COSTS, OR EXPENSES, INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING PROFITS, BUSINESS LOSSES, PERSONAL PROPERTY DAMAGE, PERSONAL INJURY, AND DEATH) ARISING OUT OF OR RELATING TO THE SALE OF GOODS BY SELLER TO BUYER OR ANY OTHER RELATED SERVICES PROVIDED BY THE SELLER.  SELLER IS NOT LIABLE FOR, AND BUYER ASSUMES FULL LIABLITY FOR, ALL PERSONAL INJURY AND PROPERTY DAMAGE CONNECTED WITH HANDLING, TRASPORTATION, POSSESION, PROCESSING, REPACKAGING, FURTHER MANUFACTURE, OR OTHER USE OR RESALE OF GOODS, WHETHER GOODS ARE USED, ALONG OR IN COMBINATION WITH ANY OTHER MATERIAL. IN NO EVENT SHALL SELLER BE LIABLE (I) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE OR FORESEEN, OR (II) FOR THE COST OF PROCURING SUBSTITUTE GOODS, INCLUDING WITHOUT LIMITATION, COSTS OF REMOVAL AND REINSTALLATION OF GOODS, LOSS OF GOODWILL, LOSS OF PROFITS, OR LOSS OF UNITS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, IN EITHER CASE RESULTING FROM ITS PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT OR FROM THE FURNISHING, PERFORMANCE OR USE OF ANY GOODS OR SERVICES SOLD PURSUANT HERETO, WHETHER DUE TO BREACH OF CONTRACT, BREACH OF WARRANTY, SUCH SELLER’S NEGLIGENCE OR OTHERWISE. Buyer shall be deemed to assume all liability for any and all damages arising from or in connection with the use or misuse of the goods by Buyer, its employees, customers and others.
(2) BUYER AGREES THAT THEY USE THE SITE, SERVICES, OR PRODUCTS AT THEIR OWN RISK, AND SELLER CANNOT BE HELD LIABLE FOR AND IS NOT RESPONSIBLE FOR ANY EVENT ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR PRODUCTS, EXCEPT AS PROVIDED ELSEWHERE IN THESE TERMS AND CONDITIONS. IF BUYER IS DISSATISFIED WITH ANY SERVICE OR PRODUCT, BUYER RETAINS THE RIGHT TO DISCONTINUE USE OF THE SERVICE OR PRODUCT.

M. ACCEPTANCE OF PRODUCTS AND PRODUCT RETURNS

Inspection and acceptance of the Products shall be Buyer's responsibility. Buyer is deemed to have accepted the Products unless written notice of rejection is received by Seller within SEVEN (7) days after delivery of the Products. Buyer waives any right to revoke acceptance thereafter. Buyer shall report any discrepancy in shipment quantity or damage within SEVEN (7) days after delivery. No return of Products shall be accepted by Seller without a Return Material Authorization ("RMA") Number, which may be issued by Seller in its sole discretion. Returned Products must be in original manufacturer's shipping cartons complete with all packing materials. Parts must be received by Seller in the same condition in which they were received by Buyer. All Products for return shall be returned freight prepaid in the manner specified in the RMA. If returned Products are claimed to be defective, a complete description of the nature of the defect must be included with the returned Products. Products not eligible for return shall be returned to Buyer, freight collect. SELLER’S OBLIGATION FOR ANY PRODUCT DEFECT IS LIMITED TO THE REPLACEMENT OF SUCH PRODUCT, OR REFUND OF THE PURCHASE PRICE, AT SELLER’S SOLE DISCRETION. IN NO EVENT SHALL THE REFUND EXCEED THE PURCHASE PRICE OF THE PRODUCT. ANY CLAIM FOR PRODUCT DEFECT OR REPLACEMENT MUST BE MADE WITHIN 7 DAYS OF DELIVERY. THE FOREGOING DOES NOT APPLY TO ANY PRODCUTS THAT HAVE BEEN MISUSED, SOLDERED ONTO THE BOARD, NEGLECTED, OR MODIFIED IN ANY WAY.

N. LIMITED WARRANTY

(1) The goods sold by the Seller are sold “AS IS” and “WITH ALL FAULTS.”  Except as otherwise expressly provided herein, Seller makes no representation or warranty of any kind, either express or implied, as to any matter whatsoever relating to the goods, including without limitation the design and condition of the goods or their quality, capacity, suitability, construction, performance, merchantability, or fitness for any particular purpose.  Buyer acknowledges that Seller is acting solely as a third party distributor of the goods covered by the invoices/packing slips and the licensor or the manufacturer of the goods shall be solely responsible to the Seller and third parties for all liability, claims, damages, obligations, and costs and expenses related to the goods distributed by Seller.  Buyer agrees to look solely to the manufacturer for compliance with the manufacturer’s warranty and for any maintenance, support, and repair of the goods.  Seller assigns to Buyer any warranty delivered to Seller by a manufacturer or other vendor to the extent the assignment is permitted by the terms thereof.  Seller makes no representation, covenant, or warranty with respect to the extent or enforceability of the manufacturer’s warranty.  No repair or replacement of goods by Seller or manufacturer shall extend that warranty period of the manufacturer. Seller neither assumes nor authorizes Buyer or any other person to assume on behalf of Seller any other liabilities in connection with the use, sale, or resale of the goods.
(2) Seller makes no representation or warranty of any kind, either express or implied, as to any matter whatsoever relating to the site and the content of the site. Buyer agrees that they use the site as is, and Seller takes no responsibility for service interruptions or other disruptions of service. Any information asked for on our site is volunteered by the Buyer, no information is gathered without Buyer’s consent.

O. LAW

In the event of any legal action regarding these terms, both parties agree that the laws of the State of Iowa govern this agreement and all transactions.

P. TAXES

Any tax or government charge by any Federal, state or municipal government applicable to the goods sold hereunder now imposed or hereafter becoming effective during the term of any contract made hereunder shall be added by Seller to the sales price where Seller has the legal obligation to collect or pay same, and shall be paid by Buyer unless Buyer provides Seller with a proper tax-exemption certificate. Buyer shall pay any duties, levies, taxes, brokerage fees or customs fees imposed in the Buyer's country to shipments made under this contract.