Home
About Us
Our Line Card
Terms & Conditions
Request for Quote
Sell Your Excess
What's in Stock
FREE Shipping*
Contact Us
e-mail me


 


These terms and conditions govern the sale of products and materials (the “Products") by CIRCOMP ELECTRONICS, INC ("SELLER") to the Buyer listed on the invoice ("BUYER”). These terms and

conditions take precedence and prevail over BUYER'S additional or different terms and conditions, to which notice of objection is hereby given. Acceptance by BUYER is limited to these terms and conditions.

Neither SELLER'S commencement of performance nor delivery shall be deemed or constituted as acceptance of BUYER'S additional or different terms and conditions.

1. Prices, The prices of the Products are those specified on the front of the invoice.

2. Taxes. Unless otherwise agreed to in writing by SELLER, all prices quoted are exclusive of transportations and insurances costs, and all taxes, including federal, state and local use, sales, property (ad valorem) and

similar taxes. BUYER agrees to pay all taxes (except taxes upon SELLER'S net income) unless BUYER has provided SELLER with an exemption resale certificate in the appropriate form for the jurisdiction of

BUYERS place of business and any jurisdiction to which the Products are to be directly shipped hereunder, or unless the sale is otherwise exempt from these taxes. BUYER agrees to indemnify and hold

harmless SELLER for any liability for tax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, transportation costs and taxes shall

appear as separate items on SELLER'S invoice.

3. Payment.

a . Prices stated on the Invoice include all applicable discounts. Payment shall be made according to the terms specified on the front of this invoice. SELLER may invoice each shipment separately and each

shipment shall be considered a separate and individual contract.

b. All late payments shall be charged interest computed on a daily basis from the due date until paid in full at the rate of one and one-half percent (1 1/2 %) per month (18% per year) or the maximum rate

permitted by law, whichever is less.

c. The carrier will be selected by SELLER in the absences of specific instructions by BUYER. In no event shall SELLER be liable for any carrier-caused delay in delivery, nor shall the carrier be deemed

an agent of the SELLER.

d. SELLER reserves the right to establish and/or change credit and payment terms extended to BUYER when, in SELLER'S sole opinion, BUYER'S financial condition or previous payment record

warrants that action. Further, on delinquent account, SELLER shall not be obligated to continue performance under any agreement with BUYER.

4. Shipments. All shipments will be made F.OB. SELLER'S shipping dock. Delivery will be deemed complete and risk of loss or damage to the Products will pass to BUYER upon deliver to the

carrier. SELLER recommends that BUYER procure insurance to cover BUYER'S risk of loss.

5. Acceptance- The Products shall be deemed accepted by BUYER unless written notice of defect is received by SELLER within thirty (30) days of the date BUYER receives the Products,

with a copy of the notice sent to the carrier, and a claim for defective Products is submitted to SELLER within thirty (30) days of the date BUYER receives the Products.

6. Limited Warranty-.

a. THE PRODUCTS SOLD UNDER THIS AGREEMENT ARE SOLD "AS IS" AND "WITH ALL FAULTS". SELLER MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS, OR ANY

OTHER KIND, TO THEIR QUALITY, CAPACITY, SUITABILITY, CONSTRUCTION, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.

b Notwithstanding the foregoing, within 30 days after receipt of each shipment of Products, BUYER shall have the right to examine and test the Products from such shipment to determine if there is any damage or

defect in the Products. If BUYER determines that there is a damage or defect, BUYER must provide written notice to SELLER within 30 days after BUYER'S receipt of the Product that the Products subjects to

the shipment were damaged or defective and must return the damaged or defective Products to SELLER within 30 days after receipt of the shipment. All claims for any damages, defects, or shortage, or for

any cause whatsoever (whether the claim is based on contract, negligence, strict liability, other tort, or otherwise) shall be deemed waived unless made in writing and received by SELLER within 30 days after

BUYER'S receipt of the Products (and the Products must be returned to BUYER, within a 30 day period. If the BUYER returns the Products claiming that there is a defect in the Product, in the event SELLER

obtains test reports from an independent test laboratory that the returned Products are not defective, SELLER is authorized to re-ship the Products back to BUYER.

c. Within 72 hours after receipt of each shipment of Products, BUYER shall have the right to examine the Products from such shipment to determine if there is any shortage in the shipment. If BUYER

determines that there is a shortage. BUYER must provide written notice to SELLER within the 72-hour period after BUYER'S receipt of the shipments of the Products. If BUYER claims that there is shortage in a

shipment within the 72-hour period. SELLER may, in SELLER'S sole discretion, (I) ship Products to the BUYER in the amount of the shortage, or (II) require BUYER to ship the shipment that is claimed to have

such shortage back to the SELLER, at BUYER'S expense. If BUYER ships the allegedly short shipment back to the SELLER, SELLER shall inspect such shipment to determine whether there is a shortage. If

SELLER determines there is a shortage, SELLER shall ship them Products back to the BUYER, at SELLER'S expense, and shall include Products necessary so that the shipment does not contain a shortage. If

BUYER claims there is a shortage, and after SELLER'S inspection of the shipment SELLER determines that there is no shortage. SELLER is authorized to ship the Produces back to the BUYER.

SELLER'S TOTAL LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING OUT OF ANY CLAIM WHATSOEVER (WHETHER THE CLAIM IS BASED ON BREACH OF WARRANTY, BREACH OF

CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY) SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE PRODUCTS IN RESPECT TO WHICH THE CLAIM

ARISES OR, AT SELLER'S OPTION, THE REPAIR OR REPLACEMENT OF THE PRODUCTS. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL,

CONSEQUENTIAL, OR PUNITIVE DAMAGES RESULTING FROM ANY CLAIM (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS. BUSINESS LOSSES, DAMAGE TO PROPERTY, OR ANY LIABILITY OF

BUYER TO ITS CUSTOMERS OR THIRD PARTIES). SELLER is not liable for, and BUYER assumes full liability for, all personal injury and properly damage connected with the handling, transportation, possession,

processing, repackaging, further manufacture, or other use or resale of goods, whether the Products are used, along or in combination with any other material.

7. NC/NR - All orders are non-cancellable, non-returnable.

8. Restocking Fee. If Seller decides to accept a return or cancellation, returns of Products by BUYER or cancellation of an existing order prior to the ship date where the SELLER has already procured the 

Product must first be authorized by the SELLER. SELLER reserves the right to assess a minimum 20% restocking fee on any returned Products or cancelled orders. A higher fee may be charged at the sole discretion of the SELLER.

9. Assignment and Delegation. The rights and obligations of the BUYER under this contract may not be assigned or delegated by the BUYER without written, signed consent of the SELLER.

10. Governing Law, The construction, interpretation and performance of this Agreement and all transactions under it shall be governed by the laws of the United States of America and the

State of California.

11. Choice of Forum. The parties hereto agree that any suits, actions or proceedings arising out of this contract that maybe instituted by any party hereto shall be instituted only in the state or federal courts in the County of 

Los Angeles, State of California, and the parties hereto do hereby consent to the jurisdiction of those courts and waive any objection which they may now or hereafter have to venue of those suits, actions and proceedings.

12. Force Majeure - Except for the payment of money, neither party shall be held responsible for any delay or failure in performance of any part of this Agreement to the extent that delay of

failure is caused by fire, flood, explosions, war, terrorism, strike, embargo, government requirement, civil or military authority, act of God, act or omission of carriers or other similar causes

beyond its control ("force majeure conditions"). If any force majeure condition occurs, the party delayed or unable to perform ("Delayed Party") shall give immediate notice to the other party

(“Affected Party"), and the Affected Party, upon giving prompt notice to the Delayed Party, shall be excused from performance under this Agreement for the duration of the force majeure

condition, provided, however, that the Affected Party shall take all reasonable steps and cooperate with the Delayed Party to avoid or remove the cause of nonperformance and shall prompted

resume performance hereunder when the cause is removed; and provided further that if the Delayed Party cannot within sixty (60) days remove the cause of nonperformance, the Affected Party

may terminate this Agreement.

13. Non-Waiver No course of dealing or failure of either party to strictly enforce any term, right or condition of this Agreement shall be construed as a waiver of that term right or

condition, Waiver by SELLER of a breach of any of the terms and conditions of this contract shall not be construed as a waiver of any other breach.

14. Notices, Any notice required or permitted to be given by either party hereto to the other shall be personally delivered, or sent certified or registered mail at the address stated on the

Invoice and shall be deemed given when deposited in the United States mail with postage prepaid.

15. Captions. The captions and headings in this Invoice are for convenience and reference purposes only and shall not be construed to defined or limit any of the terms or provisions herein.

16. Entire Agreement This Agreement shall constitute the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and shall not be modified,

terminated or rescinded, except by a writing signed by SELLER and BUYER. The provisions of this Agreement supersede all prior oral and written quotations, communications, agreements, and

understandings of the parties with respect to the subject matter of this Agreement.

17. Severability. If any of the terms or conditions of this contract are found to be illegal or unconscionable by a court of competent jurisdiction, the remaining terms and

conditions of the Agreement shall stay in full force and effect.

18. Attorneys' Fees. If any action or legal proceedings is commenced to enforce the terns and conditions hereof or to collect on the amount due under the Invoice, the prevailing party shall be

entitled to recover costs and reasonable attorneys' fees.

19. Intellectual Property. SELLER disclaims any warranty against infringement with respect to the goods sold pursuant to this Invoice, and the packaging relating to such goods. SELLER

is not liable with respect to any actual or alleged infringement of any United States or foreign patent, trademark, copyright, maskwork right, trade dress, trade secret, or similar proprietary

rights. BUYER hereby agrees to indemnify, hold harmless and defend SELLER from any claim for infringement or interference with the intellectual property rights of any third party

arising from the Sale or use of the Products by BUYER.

20. Condition of Product. All products are new (Unused) when identified as AO. Product identified as AI may or may not be reconditioned, may or may not have re-tinned leads, may or may not

have been cleaned and may or may not have straightened leads. All goods sold by SELLER, whether new or used, are not authorized to be used in life support equipment or for applications in

which the failure or malfunction of the goods would create a situation in which personal injury or death could occur. Any such use or safe of goods sold by SELLER is at the sole risk of BUYER,

and BUYER agrees to indemnify and defend SELLER against and hold SELLER harmless from all costs, liability, expenses and damages and costs arising out of such use or sale.

21. Indemnity, BUYER hereby agrees to defend, indemnify and hold harmless SELLER from any and all damage, claims, liens, encumbrances, or liability arising out of or related to BUYER'S

use, sale, transfer or other handling of the Products sold by SELLER to BUYER hereunder, except for damages or claims that arise out of, and only to the extent that such damage is caused by,

SELLER'S gross negligence or willful misconduct.