Binding Terms & Conditions Of Sale & Use of Web Site
The following are the binding terms and conditions ("Terms and Conditions") for the sale of products ("Products") by Alvatek Electronics, LLC ("Alvatek") to Alvatek’s customers ("Customers") and the Alvatek web site (www.alvatek.com).
1. Content Liability
Alvatek is not responsible for typographic errors or other inaccuracies in the content provided on the Alvatek web site. Alvatek intends the information contained in the Alvatek web site to be accurate and reliable. However, errors may occasionally occur. Therefore, all information and materials are provided "as is" without any warranty of any kind. Alvatek disclaims any warranties, express or implied, regarding any matter whatsoever relating to or referenced by the Alvatek web site, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and noninfringement. Alvatek reserves the right to modify the product and service information contained in the Alvatek web site without notifying current or prospective customers. In no event will Alvatek be liable for any indirect, special, incidental, or consequential damages arising out of the use of, or payments based on, the information contained in the Alvatek web site.
2. Prices/Quantities
Alvatek makes every effort to present current and accurate pricing in its web site. However, prices are subject to change without notice and quantities may be limited. All orders are subject to current pricing at time of acceptance by Alvatek.
3. Acceptance & Cancellation of Orders
All orders are subject to acceptance by Alvatek in writing by a duly authorized agent of Alvatek; any written acknowledgement of receipt of an order shall not, in and of itself, constitute such acceptance. Orders accepted by Alvatek may be cancelled by Customer upon written consent of Alvatek and provided such order is not "NCNR" or "Non-Cancelable and Non-Returnable" ("Non-Standard Products") or governed by a Purchase Agreement Letter. Non-Standard Products are defined as Products which are made to order, stock to build, custom orders, special orders, orders for non-standard products, products not customarily in stock or orders for value-added products. Non-standard products are non-cancelable and non-refundable. Products made under military specifications (Mil-Spec) are non-cancelable and non-refundable. In the event of cancellation or other withdrawal of an order for any reason and without limiting any other remedy which Alvatek may have as a result of such cancellation or other withdrawal, reasonable cancellation or restocking charges, which shall include all expenses than incurred and commitments made by Alvatek, shall be paid by Customer to Alvatek. Customer requests to reschedule are subject to acceptance by Alvatek in its sole discretion. Orders may not be canceled or rescheduled after the order has been submitted by Alvatek to the shipment carrier. Alvatek reserves the right to allocate sales and limit quantities of selected Products among its customers in its sole discretion. Product specifications and availability are subject to change without prior notice.
4. Prices
Orders are billed at the prices (in US dollars) in effect at the time of shipment. Prices will be as specified by Alvatek and will be applicable for the period specified in Alvatek’s quote. If no period is specified, quoted prices will be applicable for thirty (30) days. The catalog reflects the latest pricing information available at the time of printing. Prices shown in the catalog are subject to change without notice. Prices are subject to increase in the event of an increase in Alvatek’s costs or other circumstances beyond Alvatek’s reasonable control. If Customer does not purchase the quantity upon which quantity prices are based, Customer will pay the non-discounted price for the quantity actually purchased and/or a cancellation or restocking fee. Prices are exclusive of taxes, impositions and other charges, including: sales, use, excise, value added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent’s and broker’s fees, bank fees, consular fees, document fees and import duties.
5. Terms of Payment
All payments must be in US Dollars.
Domestic Orders
Credit cards accepted are major credit cards, purchase cards and major bank debit cards. Payment via net thirty (30) days is available to businesses, schools and agencies or as otherwise specified by Alvatek.
International Orders
Payment for international orders shall be made only by bank wire transfer or by official bank check and/or require payment of any or all amounts due or to become due for Customer’s order before shipment of any or all of the Products. Please contact us for bank transfer information and to verify the total amount which will include shipping charges and a $50 wire transfer fee. Orders will be canceled after 20 business days if funds have not been received. Customer is responsible for duties and taxes.
All Orders
Customer agrees to pay the entire net amount of each invoice from Alvatek pursuant to the terms of each such invoice without offset or deduction. Orders are subject to credit approval by Alvatek, which may in its sole discretion at any time change the terms of Customer’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 Customer’s order before shipment of any or all of the Products. If Alvatek reasonably believes that the Customer’s ability to make payments may be impaired or if Customer fails to pay any invoice when due, Alvatek 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 Customer will remain liable to pay for any Products already shipped and all Non-Standard Products ordered by Customer. Customer agrees to submit such financial information as Alvatek may reasonably require for determination of credit terms and/or continuation of credit terms. Checks are accepted subject to collection and the date of collection will be deemed the date of payment. Any check received from Customer may be applied by Alvatek against any obligation owing by Customer to Alvatek under this or any other contract, regardless of any statement appearing on or referring to such check, without discharging Customer’s liability for any additional amounts owing by Customer to Alvatek. The acceptance by Alvatek of such check will not constitute a waiver of Alvatek’s right to pursue the collection of any remaining balance. Invoices not paid when due will bear interest to date of payment at the annual rate of eighteen (18%) percent or such lower rate as may be the maximum permitted by law. If Customer fails to make payment when due, Alvatek may pursue any legal or equitable remedies, in which event Alvatek will be entitled to reimbursement for costs of collection and reasonable attorneys’ fees. There is a $25.00 service charge on all returned checks.
6. Sales Tax
When required by law Alvatek will collect Federal, State and/or Local sale, use, excise and other taxes which apply to a Customer’s shipment. These taxes are in addition to the purchase price of the Products subject to an order. Customer will remit the correct tax unless they are tax exempt and Alvatek has a valid signed tax exemption certificate on file.
7. Delivery & Title
All shipments by Alvatek are F.O.B. point of shipment from Alvatek’s facility and the amount of all transportation charges will be paid to Alvatek by the Customer in addition to the purchase price of the Products. Subject to Alvatek’s right of stoppage in transit, delivery of the Products to the carrier will constitute delivery to Customer and title and risk of loss will pass to Customer. Alvatek will make reasonable efforts to initiate shipment and schedule delivery as close as possible to Customer’s requested delivery date(s). Customer acknowledges that delivery dates provided by Alvatek are estimates only and that Alvatek will not be liable for failure to deliver on such dates. Selection of the carrier and delivery route will be made by Alvatek unless specifically designated by Customer. Alvatek reserves the right to make deliveries in installments. Delay in delivery of one installment will not entitle Customer to cancel any other installment(s). Delivery of any installment of Products within thirty (30) days after the date requested will constitute a timely delivery. Delivery of a quantity which varies from the quantity specified shall not relieve Customer of the obligation to accept delivery and pay for the Products delivered.
8. Alvatek’s Limited Warranty
Alvatek agrees to transfer to Customer whatever transferable warranties, Alvatek receives from the manufacturer of products sold to Customer. Alvatek makes no other warranty, express or implied, with respect to the Products. IN PARTICULAR, Alvatek MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT. Alvatek’s liability arising out of any sale of products to Customer is expressly limited to either (1) Refund of the purchase price paid by Customer for such products (without interest), or (2) Repair and/or replacement of such products, at Alvatek’s election, and such remedies shall be exclusive and in lieu of all others. Customer must notify Alvatek within 90 days from date of shipment of any defective product. This warranty is in lieu of any and all other warranties, whether oral, written, expressed, implied or statutory. Implied warranties of fitness for a particular purpose and merchantability are specifically excluded and shall not apply. Customer’s obligations and Alvatek’s remedies, with respect to defective or nonconforming products, are solely and exclusively as stated herein. Further, no warranty will apply if the Product has been subject to misuse, static discharge, neglect, accident or modification, or has been soldered or altered in any way.
9. Alvatek Corporate RoHS Compliance & Lead Free Policy
It is the policy of Alvatek Electronics to identify and offer products to the customer as RoHS Compliant or Lead Free, only after specific requirements have been met. Alvatek performs no testing of product and relies solely on the manufacturer of the product for identification of RoHS Compliance and for absence of lead. Further Alvatek makes no warranty, certification or declaration of compliance concerning said products. Product is advertised or offered as RoHS Complaint or Lead Free only after sufficient evidence is received from the component manufacturer, and any inventory, either in a bin or on order, has been determined to be RoHS compliant and/or Lead Free. Any relevant evidence will be filed with the Quality Manager, and maintained for at least 4 years from the date of receipt. Alvatek defines the term "RoHS", as supplier declared compliance to all restricted hazardous substance regulations under the ELV, WEEE, or RoHS EU directives, regulations or laws. Alvatek defines the term "Lead Free" as pertaining to any product which has been declared by a Supplier to be "Lead Free". All statement by Alvatek of RoHS compliance is based on producer documentation.
10. Alvatek Corporate WEEE Policy
Alvatek Electronics is not registered as a “producer” in the European Union, and does not provide a WEEE recycling program within the EU. A very small number of products that we sell are subject to the European Union Directive 2002/96/EC known as WEEE. Therefore, it is the policy of Alvatek Electronics to not export or place on the market EEE classified products (as defined by EU Directive 2002/96/EC) to customers within the European Union member countries.
11. Limitation of Liabilities
In no event shall Alvatek be liable for any special, incidental or consequential damages of any nature including, but not limited to, damages resulting from loss of profit or revenue, recall costs, claims for service interruptions or failure to supply downtime, testing, installations or removal costs, costs of substitute products, property damage, personal injury, death or legal expenses. Customer’s recovery from Alvatek for any claim shall not exceed the purchase price paid by Customer for the goods, irrespective of the nature of the claim, whether in warrant, contract or otherwise. CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD Alvatek HARMLESS FROM ANY CLAIMS brought by any party regarding products supplied by Alvatek and incorporated into the customer’s product.
12. Use of Products in Life Support, Nuclear, and Certain Other Applications
Products are intended for commercial use only. Products are traceable at the manufacturer’s level only. There is no lot level traceability. Products sold by Alvatek are not designed, intended or authorized for use in life support, life sustaining, human implantable, nuclear facilities, or other applications in which the failure of such Products could result in personal injury, loss of life or catastrophic property damage. If Customer uses or sells the Products for use in any such applications: (1) Customer acknowledges that such use or sale is at Customer’s sole risk; (2) Customer agrees that Alvatek and the manufacturer of the Products are not liable, in whole or in part, for any claim or damage arising from such use; and (3) Customer agrees to indemnify, defend and hold Alvatek 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.
13. Statements & Advice
If statements or advice, technical or otherwise, are offered or given to Customer, such statements or advice will be deemed to be given as an accommodation to Customer and without charge and Alvatek shall have no responsibility or liability for the content or use of such statements or advice.
14. Intellectual Property
If an order includes software or other intellectual property, such software or other intellectual property is provided by Alvatek to Customer 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. Unopened software maybe returned for credit. Opened software may not be returned unless defective.
15. Force Majeure
Alvatek will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control, including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fire, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots, or war. Alvatek’s time for delivery or performance will be extended by the period of such delay or Alvatek may, at its option, cancel any order or remaining part thereof without liability by giving notice to Customer.
16. Export Control
Alvatek Electronics is committed to compliance with all U.S. Export Regulations and Laws. Alvatek will not sell or ship to countries embargoed by the U.S. Treasury Office of Foreign Asset Control (OFAC). Alvatek will not sell or ship to individuals or organizations identified by the U.S. Treasury as Specially Designated Nationals and Blocked Persons. Alvatek will not sell or ship products prohibited under Export Administration Regulations to individuals or organizations identified by the U.S. Department of Commerce, Bureau of Industry and Security (BIS). Alvatek will not seek export licenses pursuant to Export Administration Regulations. Alvatek participates in the BIS Export Enforcement and OFAC transaction reporting. Further, Alvatek prohibits the re-export, brokering or transshipment of it’s products to any individual, organization or country prohibited by the OFAC or BIS. 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. Customer agrees to comply with all such laws, regulations and orders and acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Customer acknowledges its responsibility to obtain any license to export, re-export or import as may be required.
17. General
The Terms and Conditions may not be modified or cancelled without Alvatek’s written agreement. Accordingly goods furnished and services rendered by Alvatek are sold only on the terms and conditions stated herein. The sale of Products hereunder will be governed by the Terms and Conditions, notwithstanding contrary or additional terms and conditions in any order purchase order, planning schedule, acknowledgment, confirmation or any other form or document issued by either party effecting the purchase and/or sale of Products. Notwithstanding any terms and conditions on Customer’s order, the information and conditions on the Credit Application are controlling over Customer and Alvatek. Any conflicting statements or terms listed on the Customer purchase orders, invoice, confirmations or other Customer generated documents ("Customer Documents") whether heretofore or hereafter submitted are negated by submission of the Credit Application and the issuance of credit by Alvatek, and all different or additional terms and conditions contained in any Customer Documents are hereby objected to by Alvatek. Alvatek’s performance of any contract is expressly made conditional on Customer’s agreement to Alvatek’s Terms and Conditions of Sale, unless otherwise specifically agreed in writing by Alvatek. In the absence of such agreement, commencement of performance and/or delivery shall be for Customer’s convenience only and shall not be deemed or construed to be acceptance of Customer’s terms and conditions, or any of them. If a contract is not earlier formed by mutual agreement in writing, acceptance by Customer of any goods or services shall be deemed acceptance by Customer of the terms and conditions stated herein. No rights, duties, agreements or obligations hereunder may be assigned or transferred by operation of law, merger or otherwise, without the prior written consent of Alvatek. The obligations, rights, terms and conditions hereof will be binding on the parties hereto and their respective successors and assigns. The waiver of any breach of any term, condition or covenant hereof or default under any provision hereof will not be deemed to constitute a waiver of any other term, condition, or covenant contained herein or of any subsequent breach or default of any kind or nature. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. The Terms and Conditions will be governed by and construed in accordance with the laws of the state of Delaware and the applicable laws of the United States.
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Last Updated: January 20, 2015