1. All transactions are to be construed and interpreted in accordance with the laws of the United Kingdom.
2. Sales orders are not subject to cancelation or change unless authorized by Component Sense. Price quoted are contingent upon acceptance by the buyer of the entire order within four (4) weeks from date of acknowledgment after which they can be increased or decreased at the seller's option.
3. Neither party shall be responsible for delays in deliveries caused by strike, shortage of material, delays in transportation, or other contingencies beyond that parties control.
4. All shipments will be made FOB shipping point. In the absence of the specified instructions, Component Sense receives the right to select the carrier. Buyer assumes all responsibility for material lost or damaged in transit.
5. Any fees that Component Sense incurs with respect to the sale, purchase, delivery, or processing of any of the material shall be the responsibility of Buyer.
6. Shipments shall be subject to the approval of Component Sense credit department. If buyer fails to fulfill the terms of payment, Component Sense may defer further shipments or cancel any unshipped balance. Buyer agrees to pay on demand all reasonable collection fees incurred by Component Sense as a result of default of the buyer.
7. Buyer shall inspect all Goods promptly upon receipt thereof and may reject any Goods that are damaged, defective, or fail in any material way to meet manufacturer's specifications. To reject any Goods, buyer must notify Seller in writing of its rejection within seven (7) days for damaged goods and thirty-five (35) days for undamaged Goods that fail to meet manufacturer's specifications following Buyer's receipt of the Goods and request a Return Material authorisation ('RMA') number.
Unless Buyer notifies Seller in writing of Buyer's rejection and the reason therefore, the Goods shall be conclusively presumed to be accepted. Within ten (10) days after receipt of the written RMA number, Buyer shall return to Seller the rejected Goods, freight prepaid, with the RMA number displayed on the outside of the carton. Seller reserves the right to refuse to accept any rejected Goods where the RMA number is not so displayed.
If the Goods furnished by Seller fail to conform to this agreement, including Seller's warranty that the Goods furnished meet manufacturer's specifications, Seller's sole and exclusive liability shall be, at Seller's option, to replace such Goods, refund the purchase price, or credit Buyer's account, provided that a) Seller is notified in writing within the time period set out above, with a detailed explanation of any alleged deficiencies, b) such Goods are returned to Seller's facility, and c) Seller's examination of such Goods shall disclose to Seller's satisfaction that such alleged deficiencies actually exist and were not caused by accident, misuse, neglect, alteration, damage in transit, mishandling, improper installation, repair or improper testing.
8. Unless otherwise stated, terms are net one (1) day from the date of the invoice. Component Sense reserves the right to require payment in advance or cash on delivery (COD). Title of the materials shipped shall continue to be vested in Component Sense as its personal property until paid for in full.
9. COMPONENT SENSE WARRANTS THAT THE PRODUCTS PURCHASED HEREIN WILL BE IN ACCORDANCE WIH THE SPECIFICATIONS SET FORTH ON THE FACE HEREOF. IN NO EVENT SHALL COMPONENT SENSE LIABILITY EXCEED THE PURCHASE PRICE PAID TO COMPONENT SENSE.
COMPONENT SENSE EXPRESSLY DISCLAIMS WARRANTIES NOT STATED HEREIN. COMPONENT SENSE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCT(S) MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE OR VALIDITY OF ANY PATENT OR COPYRIGHT. COMPONENT SENSE SHALL NOT BE LIABLE TO BUYER OR ANY OTHER PARTY FOR LOSS OF PROPERTY, LOSS OF PROFITS OR DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE EQUIPMENT IN WHICH THE PRODUCT IS INSTALLED, INDIRECT OR OTHER SIMILAR DAMAGES ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL THEORY.