Terms and Conditions
Binding Terms and Conditions of Sale
The following are the terms and conditions ("Terms and Conditions") for the sale of products ("Products") by Connectors Unlimited LLC. ("DF Sales") to DF Sales's customers ("Customers"). DF Sales will not agree to buyer's Terms and Conditions of their purchase order. All orders shipped must adhere to all of DF Sales Terms and Conditions of sales. Any exportation/re-exportation of the products in question is subject to U.S. Government rules and regulations regarding exports. It is the exporter/reexporter who is responsible for complying with all applicable rules and regulations, and determining whether an export or other license is required in advance of shipment.
Standard Terms and Conditions of Sale: These terms and conditions govern the sale of Products ("Product or Products") by DF Sales, as well as by third party vendors of Seller. These terms and conditions ("Agreement") take precedence 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 construed as acceptance of Buyer's additional or different conditions. Buyer's acceptance of the Products shall be deemed to constitute acceptance of the terms and conditions contained herein.
Choice of Law, Venue, and Attorney Fees
This Agreement shall be governed and construed in accordance with the laws of CA. The forum for any litigation instituted hereunder shall be in the state or federal court having jurisdiction in Santa Clara County, CA. In the event either party brings suit to enforce any of the terms hereof, the prevailing party shall be entitled to a recovery of court costs and reasonable attorney fees.
Limited Warranty and Limitation of Liability
a) Seller warrants that the products will conform to the description and specifications issued by the manufacturer for a period of no more than 30 days from the date of purchase, or such shorter period specified by the manufacturer of the Product, and that Seller will transfer to Buyer and transferable warranties or indemnities that the manufacturer of the product or the third party vendor/service provider provides to Seller. Seller shall have no liability to Buyer beyond the express terms of such manufacturer product warranties. The warranty is made in lieu of any and all other warranties express or implied including the warranties of merchantability and fitness.
b) Seller's exclusive obligations with respect to a nonconforming product shall be, at Seller's opinion, to repair or replace the product, if it is determined to be defective, or to refund to Buyer the purchase price paid for the product. Notwithstanding anything herein to the contrary, the liability of Seller hereunder for all claims shall not exceed the sum of Buyer's payment for the products, which are the subject of the dispute, and the foregoing is Buyer's able sole and exclusive remedy for breach of warranty by Seller with respect to the product.
c) This warranty shall not apply to any Product that have been subject to misuse, mishandling, or which have been operated contrary to current instructions relating to installation, maintenance, or operation or contrary to industry standards relating to acceptable input power.
d) IN NO EVENT WILL SELLER (OR ITS SUPPLIERS) BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGE WHATSOEVER INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM ANTICIPATED OR LOSS PROFITS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF BUSINESS, LOSS OF MARKET SHARE, LOSS OF GOODWILL, OR MANUFACTURING EXPENSES AND ANY OTHER LOSS OR LOSSES THAT MIGHT ARISE AS A DIRECT OR INDIRECT RESULT OF THE SALE OR USE OF THE PRODUCTS OR AS A RESULT OF SELLER'S NONPERFORMANCE OR INADEQUATE PERFORMANCE OF ITS OBLIGATIONS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
1. Acceptance and Cancellation of Orders
All orders are subject to acceptance in writing by DF Sales or a duly authorized agent of DF Sales. Any written acknowledgement of receipt of an order shall not, in and of itself, constitute such acceptance. Orders accepted by DF Sales may be cancelled by Customer upon written consent of DF Sales provided such order is not "NC/NR" or "Non-Cancelable/Non-Returnable", "Non-Standard Products" or governed by a Purchase Agreement Letter. Non-Standard Products are defined as Products that are special orders, custom 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.
1a. Returns
Customer must notify DF Sales Co. within 10 days from date of shipment received of any defective product and/or discrepancies. After an authorized RMA# is issued, customers will have 30 days to return the product for a full refund. If DF Sales Co. agrees to accept a return, return freight charges must be prepaid by customer. DF Sales will not accept COD shipments.
1b. Counterfeit Product Prevention Clause
Only products originally shipped from DF Sales Co. will be returned to DF Sales Co. All others will be promptly quarantined and disposed of or returned to the customer. By a Customer returning products to DF Sales Co., the Customer certifies that the products were purchased from DF Sales Co. and there has been no substitution in whole or part of same product from another supplier, distributor or other such source of the product.
2. Prices
Orders are billed at the prices in effect at the time of shipment. Prices will be as specified by DF Sales and will be applicable for the period specified in DF Sales'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 DF Sales's costs or other circumstances beyond DF Sales's reasonable control.
3. Terms of Payment
All payments must be made in the currency billed on the original invoice. Credit cards accepted include major credit cards, purchase cards, and major bank debit cards including MasterCard, VISA, Diners Club, Discover, and American Express. Credit Card billing information must be verified on new customers prior to shipment of order.
Customer agrees to pay the entire net amount of each invoice from DF Sales pursuant to the terms of each such invoice, without offset or deduction. Orders are subject to credit approval by DF Sales, which may in its sole discretion at any time change the terms of Customer's credit, require payment in cash, bank wire transfer/EFT 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.
4. Sales Tax
US Shipments: When required by law DF Sales will collect Federal, State and/or Local sale, use, excise, and other taxes that apply to a Customer's shipment. These taxes are in addition to the purchase price of the Products subject to an order.
International Shipments: All applicable VAT, PST, HST, and/or GST charges along with brokerage fees will be the responsibility of the Customer and due at the time of delivery.
5. Delivery and Title
All shipments by DF Sales are F.O.B. point of shipment from DF Sales's facility and the amount of all transportation charges will be paid to DF Sales by the Customer in addition to the purchase price of the Products. Subject to DF Sales'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.
6. DF Sales's Limited Warranty
DF Sales agrees to transfer to Customer whatever transferable warranties DF Sales receives from the manufacturer of Products sold to Customer. DF Sales makes no other warranty, express or implied, with respect to the Products. IN PARTICULAR, DF Sales MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT.
7. DF Sales Corporate RoHS Compliance and Lead-Free Policy
It is the policy of DF Sales Electronics to identify and offer products to the Customer as RoHS Compliant or Lead Free, only after specific requirements have been met. DF Sales performs no testing of product and relies solely on the manufacturer of the product for identification of RoHS Compliance and for absence of lead.
7a. DF Sales Corporate WEEE Policy
DF Sales Electronics is not registered as a "producer" in the European Union, and does not provide a WEEE recycling program within the EU.
7b. Product Country of Origin
DF Sales Electronics maintains Country of Origin information on all products in its inventory. This information is provided to customers on product labels and product shipping documents.
8. Limitation of Liabilities
IN NO EVENT SHALL DF Sales 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, installation or removal costs, costs of substitute products, property damage, personal injury, death or legal expenses. Customer's recovery from DF Sales 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 DF Sales HARMLESS FROM ANY CLAIMS BROUGHT BY ANY PARTY REGARDING PRODUCTS SUPPLIED BY DF Sales AND INCORPORATED INTO THE CUSTOMER'S PRODUCT.
9. Product Safety Notice and Restrictions
Products are intended for commercial use only. Products are traceable at the manufacturer's level only. There is no lot level traceability. DF Sales does not determine the specifications or conduct any performance or safety testing of any products that it sells. Products sold by DF Sales are not designed, intended or authorized for use in life support, life sustaining, human implantable, nuclear facilities, flight control systems, or other applications in which the failure of such Products could result in personal injury, loss of life or catastrophic property damage.
10. Statements and 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. DF Sales shall have no responsibility or liability for the content or use of such statements or advice.
11. Non-Cancelable/Non-Returnable Products
From time to time, Seller will notify Buyer of a product that is "NC/NR", (Non-Cancelable/Non-Returnable) upon determining that an order requires such conditions of sale. Buyer understands that "NC/NR" products are obtained by DF Sales from the manufacturer specifically for the buyer.
12. Intellectual Property
If an order includes software or other intellectual property, such software or other intellectual property is provided by DF Sales 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.
13. Export Control
DF Sales Electronics is committed to compliance with all U.S. Export Regulations and Laws. DF Sales will not sell or ship to countries embargoed by the U.S. Treasury Office of Foreign Asset Control (OFAC). DF Sales will not sell or ship to individuals or organizations identified by the U.S. Treasury as Specially Designated Nationals and Blocked Persons.
14. General
The Terms and Conditions may not be modified or cancelled without DF Sales's written agreement. Accordingly, goods furnished and services rendered by DF Sales are sold only on the terms and conditions stated herein. The Terms and Conditions will be governed by and construed in accordance with the laws of the state of California and the applicable laws of the United States.
Order Delivery Information
All orders are for immediate delivery. If order is received before 2pm PST it usually ships same day, otherwise next day.