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Sales Terms & Conditions

The sale of any products ("Products") is subject to and conditioned upon acceptance of the terms contained in this document. Any additional or different terms proposed by purchaser (including without limitation any terms and conditions set forth on purchaser’s purchase order) are objected to by and will not be binding upon our company ("Seller") unless specifically assented to in writing by seller (for example, in seller’s order acknowledgment). Each of the terms below shall apply unless otherwise agreed by the parties in writing.

  1. Acceptance. All orders are subject to final acceptance by Seller in its sole discretion and no orders are binding upon Seller until so accepted.
  2. Deliveries. All deliveries are F.O.B. origin (UCC TERMS); provided, however, that Purchaser will be responsible for paying Seller the shipping charges on any order for less than One Thousand Dollars ($1,000) worth of Products. Unless Seller receives specific shipping instructions including insurance from the Purchaser, all deliveries shall be via common carrier or some other reasonable means chosen by Seller. Delivery is conditional on the timely receipt by Seller of documents necessary for the completion of the order, any down payment (including CIA), and Purchaser maintaining credit satisfactory to Seller. Partial deliveries are permissible. Seller will not be liable for any delay in performance, or in the delivery or shipment of Products, or for any damages suffered by Purchaser by reason of such delay. Seller may suspend or delay performance or delivery at any time pending receipt of assurances, including full or partial prepayment or payment of any outstanding amounts owed, adequate to Seller in its discretion, of Purchaser's ability to pay. Failure to provide such assurances shall entitle Seller to cancel this contract without further liability or obligation to Purchaser.
  3. Prices. All prices and quantities are quoted F.O.B. origin (UCC TERMS); provided, however, that Purchaser will be responsible for paying Seller the shipping charges on any order for less than One Thousand Dollars ($1,000) worth of Products. Prices are subject to change by Seller without notice to Purchaser. Prices do not include sales, use, excise, privilege or any similar tax levied by any government, or storage charges, and Purchaser shall pay any such applicable taxes and charges. All sales are payable in U.S. Dollars.
  4. Terms of Payment. The purchase price shall be due in full by Purchaser on tender of delivery of the Products. Extension of credit, if any, may be changed or withdrawn by Seller at any time. Invoices not paid by their due date will be subject to carrying charge, which shall accrue and be added to the unpaid balance at one and one-half percent (1½%) per month on any overdue unpaid balance, or the maximum rate permitted by law, whichever is less. Purchaser shall reimburse Seller for the costs of collection, including, without limitation, reasonable attorneys' fees, of any overdue amount owed by Purchaser to Seller, and such collection costs shall also be subject to the carrying charges. Purchaser may not hold back or set-off any amounts owed to Seller for any reason.
  5. Incorrect Shipments. It is Purchaser’s obligation to immediately inspect all Products received. Within Seven (7) days after Purchaser's receipt of Products sold, Purchaser must give detailed written notice to Seller of any claim by Purchaser based upon the type or quantity of the Products sold or of any claimed nonconformity with Purchaser's order and specifications. Purchaser's failure to do so shall constitute irrevocable acceptance of the Products delivered. Products sold shall not be returned without Seller's prior written consent and transportation charges for return shall not be paid by Seller unless authorized in advance.
  6. Cancellation/Changes.
    No orders accepted by Seller shall be returned by Purchaser without obtaining the prior written consent of Seller, and in the event Seller provides such consent, Purchaser will remain liable for any costs previously incurred by Seller to transport the Products to Purchaser, as well as any costs incurred by Purchaser to transport the Products back to Seller (at Purchaser’s risk). Purchaser hereby waives any other rights or remedies. Except as specified above, Purchaser may not cancel or change an order once placed with and accepted by Seller except with the prior written consent of Seller and upon terms that will indemnify Seller against any loss. Seller may correct mathematical or clerical errors. All orders and Products are subject to changes as may be required to comply with applicable laws.
  7. Claims. All claims must be made in writing within 30 days of invoice date. All returns must have a RMA number, Products returned without Seller’s RMA number or written permission will be rejected. Purchaser shall pay for all freight charges on defective items coming back to Seller’s warehouse.
  8. Limitation of Liability; Exclusion of Damages. IN NO EVENT SHALL SELLER BE LIABLE (A) IN EXCESS OF THE PURCHASE PRICE OF THE ALLEGEDLY DEFECTIVE PRODUCT, OR (B) FOR INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, WHETHER ARISING FROM THE SALE OF PRODUCTS, ANY DEFECT IN THE PRODUCTS, ANY USE OR INABILITY TO USE THE PRODUCTS, OR OTHERWISE.
  9. Selection; Application; Infringement. Purchaser is solely responsible for proper selection, application, installation and use of Products, as well as the incorporation of Products into other equipment or products. Purchaser shall indemnify and hold Seller harmless from and against any and all damages, liabilities, claims, or expenses (including reasonable attorneys' fees) arising out of or relating to (i) improper selection, application, installation, use or incorporation of Products; (ii) infringement of any patent, trademark, copyright or other third party interest arising out of Seller's compliance with any of Purchaser's designs, specifications, or instructions. If Seller requests, Purchaser shall defend Seller, at its expense, in any such suit brought against Seller.
  10. Security Agreement. Purchaser hereby grants to Seller a continuing purchase money security interest in all Products sold and/or delivered to it and to the proceeds thereof (collectively, the “Collateral”) to secure the full payment of the purchase price of the Products and all other obligations of Purchaser to Seller under this Agreement, whether now owing or hereafter arising (the “Obligations”). This purchase money security interest covers future advances and shall attach to Collateral which constitutes after-acquired Collateral. Each item of Collateral shall remain subject to Seller’s purchase money security interest until the purchase price of such item is paid and satisfied in full, including any delinquency charges. After an invoice is paid and satisfied in full, the Collateral evidenced by that invoice shall be automatically released from Seller’s purchase money security interest. Unless Purchaser otherwise designates in writing at the time of a particular payment, all payments shall be applied to the outstanding invoice having the oldest date first. If two or more outstanding invoices have identical invoice dates, payments shall be applied to the outstanding invoice having the lowest total amount; provided, however, if two or more outstanding invoices have the same total amount, Seller shall designate the order in which those invoices shall be paid. Purchaser shall execute and deliver any financing statements and other documents that Seller may reasonably require for the perfection of Seller's security interest and Purchaser hereby authorizes Seller to do all other acts reasonably necessary for the establishment, perfection, preservation, and enforcement of its security interest. Purchaser shall maintain adequate insurance against casualty, loss, fire or theft of the Products for so long as the security interest is in effect.
  11. Excusable Delays. Seller shall not be liable for delays or deemed in default for failure to deliver or otherwise perform due, directly or indirectly, to (i) causes beyond Seller's reasonable control, and (ii) acts of God or nature, acts of any governmental authority, wars, strikes or other labor disputes, fires, and natural calamities.
  12. Limitations. Any action by Purchaser under or relating to this contract or the Products sold must be commenced within one (1) year after such cause of action has accrued.
  13. Choice of Law. This Agreement and any dispute or claim relating to it shall in all respects be governed by and construed according to the laws of the State of California, excluding its conflict of laws principles. In the event Purchaser and Seller are located in countries which are parties to the 1980 United Nations Convention on the International Sale of Goods ("UNCISG"), the parties hereby agree that the purchase and sale of Products and any dispute or controversy relating thereto shall not be governed by the provisions of the UNCISG.
  14. Choice of Forum, Venue, and Consent to Jurisdiction. Any disputes or claims arising from or relating to the sale of Products by Seller to Purchaser may be instituted and maintained in the courts of the State of California located in Alameda County and the United States District Courts in California. Purchaser consents to and waives any objection to the exercise of jurisdiction over it by such courts with respect to any such disputes or claims. Nothing herein shall restrict Seller from electing to bring a legal action against Purchaser in other courts of proper jurisdiction.
  15. Assignment. Purchaser may not assign its rights or obligations hereunder without the prior written consent of Seller and any purported assignment without such consent shall be of no effect.
  16. Amendment; Severability. These Terms and Conditions of Sale may not be amended, modified, or supplemented except by written agreement executed by the Purchaser and Seller. The provisions of this Agreement are hereby deemed by the parties to be severable and the invalidity of enforceability of one provision shall not affect the validity of enforceability of any other provision.
  17. Risk of Loss. All items purchased from this web site are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier.

The above terms and conditions apply to all Purchasers of our products.