1. CLAIMS AND RETURNS - Products must be inspected by Purchaser upon receipt and notice of shortages, damages or other defects must be given to Seller within 5 business days of delivery date. Goods returned to Seller for credit require the written approval of Seller. Any product authorized for return, will be accepted with a credit on account only. All approvals will include the issuance of a return goods authorization number. This number must be clearly marked on the outside of all cartons containing goods. All approved returns not resulting from Seller's error will be subject to a handling or restocking charge and must be in clean, resalable condition with freight prepaid. Any goods returned to us without prior written approval or the returned goods authorization number clearly marked on each carton will be refused and returned by carrier to the shipper at the shipper's expense.
2. FREIGHT AND TITLE - All shipments are FOB shipping point (FCA INCOTERMS 2010). Title shall pass to the Customer upon delivery of the Products to the carrier. Claims must be settled with the carrier. On receipt of the goods, Purchaser is then responsible for proper protection of product, placement, and compliance with all regulations and ordinances, and will indemnify Seller against all claims for personal injuries or property damage arising from the storage, use or handling of such products.
3. LIMITED WARRANTY – The Customer acknowledges that Partstat is not the manufacturer of the Products. Partstat will transfer to the Customer any Product warranties as offered through the Products manufacturer. Partstat warranties that the goods sold will conform to the component manufacturers’ specifications according to the manufacturer’s data sheets. Warranty period is 12 months from the date of purchase. Partstat makes no other warranty expressed or implied.
4. CONSEQUENTIAL DAMAGES; LIMITATION OF LIABILITY - Seller shall not be liable for any damages (including any loss, injury or damage to persons or property), whether incidental, indirect, consequential or for prospective profits whether or not Seller is negligent by reason of any breach or term of this sale or occasioned by the Purchaser's inability to obtain substitute materials and merchandise in the open market, nor shall the Seller be liable for any special damages. Nor shall recovery by Purchaser be made in any manner whatsoever against Seller for a greater amount than the purchase price of the specific goods sold hereunder and the cause of the alleged damages. In the event of non-conformity or other defect in the goods delivered, the Buyer's remedy is limited to the return of the goods and repayment of the price paid, or to the repair and replacement of nonconforming goods at the exclusive option of the Seller. The remedies set forth herein are exclusive, and Buyer by acceptance of these goods, hereby agrees that Seller is not liable for any incidental or consequential damages arising out of any non-conformity of these goods.
5. FORCE MAJEURE - Seller shall not be liable for non-performance or delay in performance, wholly or partially, clue to any cause not exclusively within Seller's control, including but not limited to fire, flood, acts of God, public enemies, governmental regulation, order, act or instruction, labor disputes, wars, strikes, lockouts, riots, slowdowns, shutdowns, lack of electricity or fuel, or other hindrances, delays or other contingencies, and Purchaser's acceptance of goods shall constitute a waiver of any claims for damages due to delay.
6. ATTORNEY'S FEES AND COSTS OF COLLECTION - In the event that collection is necessary to enforce payment of the amounts due under this invoice, the Purchaser agrees to pay all collection costs incurred by Seller, including reasonable attorney fees and court costs.
7. INTEREST ON OVERDUE BILLS; TERMS OF PAYMENT - The Purchaser shall pay the purchase price to the Seller within the terms specified on the invoice. In the event that such price is not so paid, the Buyer shall pay interest at the rate of 1% per month on all overdue bills.
8. JURISDICTION AND VENUE - All Parties to this transaction hereby designate any state or federal court sitting in Seminole County, Florida, as the court of proper jurisdiction and venue for any actions or proceedings relating to this agreement; hereby irrevocably consent to such designation, jurisdiction and venue; and hereby waive any objections or defenses relating to jurisdiction or venue with respect to any actions or proceedings initiated in such court.
9. COMPLIANCE WITH LAWS – Buyer agrees to comply with all relevant export and trade laws, regulations, or requirements of the United States and other relevant jurisdictions, including, without limitation, the U.S. Export Administration Regulations (15 C.F.R. Part 730 et seq.), the U.S International Traffic in Arms Regulations (ITAR Title 22 of the Code of Federal Regulations (CFR) Sections 120-130), and U.S. economic sanctions and embargoes. Buyer agrees to comply with all relevant laws governing Buyer’s purchase, receipt, use, disclosure, and/or re-export of any goods provided to it under this agreement. This provision shall survive the termination of this agreement.
10. PRICES – Prices for products do not include taxes, freight, duties, tariffs or any other charges including testing fees. Customer is responsible for the payment of Products that are part of any requested testing that includes destructive testing.