Terms & Conditions
COMPONENTS DIRECT TERMS OF SALE AND CONDITIONS OF ORDER
1. ACCEPTANCE. The terms and conditions of sale set forth herein (these “Terms of Sale”) apply to the sale of all products entered into by and between the Components Direct entity on the face hereof ("Components Direct") and the customer thereof (“Buyer”). This Web site is referred to as the ("Site"). By accessing and using the Site, Buyer agrees to each of the Terms of Sale set forth herein. By ordering products from the Site, Buyer furthermore agrees to the Terms of Sale, as well as the Conditions of Order, set forth below. These Terms of Sale, together with the Conditions of Order, are referred to as this "Agreement." To the extent that these Terms of Sale constitute an offer or counteroffer by Components Direct, acceptance of such offer or counteroffer is expressly limited to these Terms of Sale and conditioned upon the rejection of any conflicting, additional, or different terms and conditions on Buyer’s purchase order or other documents issued by Buyer. Components Direct's acceptance of Buyer's purchase order is expressly conditional on Buyer’s assent to these Terms of Sale. Acceptance of the products and services by Buyer will constitute acceptance by Buyer of these Terms of Sale. The Terms and Conditions set forth herein shall be applicable whether or not they are attached to or enclosed with the products sold hereunder.
2. ACCESS TO THE SITE. Buyer is solely responsible for keeping their username and password, collectively referred to herein as the “Identification”, confidential. Buyer agrees that only Buyer and their authorized representatives will be the sole users of the Identification, and that Buyer will be solely responsible for all activities on the Site using the Identification. Components Direct strongly recommends that Buyer log out of the Site and close their browser window when Buyers session is completed to help prevent unauthorized persons from accessing the Identification. Please bear in mind that no Internet site is 100% secure. Thus, while Components Direct strives to protect the personal information and privacy of its users, Buyers use of the Site to transmit or store personally identifiable information is at Buyers own risk.
3. INTELLECTUAL PROPERTY. Components Direct.com grants Buyer a personal, non-exclusive, non-transferable license to use the Site and to download, print and store portions of the content of the site that Buyer selects, provided that: (1) Buyer only uses these copies of the content for Buyers own internal business purposes or Buyers personal, non-commercial use; and (2) Buyer does not modify or alter the content in any way, or delete or change any copyright or trademark notice. No right, title or interest in any downloaded content or materials is transferred to Buyer as a result of this license. Competitors and third party aggregators may not mirror, scrape, or frame the home page or any other pages of the Site on any other Web site or web page. This prohibition is not intended to restrict the non-commercial activities of individuals.
4. WARRANTIES AND REMEDIES.
4A. LIMITED WARRANTY: Components Direct.com agrees to transfer to Buyer, at the time of sale, to the extent transferable, whatever warranties Components Direct receives from the manufacturer with respect to the Products sold by Components Direct to Buyer. Buyer shall notify Components Direct upon receipt of goods of all discoverable defects, including quantity shortages, incorrect product, and visible defects, but no later than 30 days of receipt. In the event that Buyer does not either complete final inspection and accept the goods or present a rejection notice to Components Direct in writing within 30 days of delivery, the goods shall be conclusively deemed accepted. No products shall be returned to Components Direct for warranty adjustment without the prior authorization of Components Direct. Any products so returned shall be shipped to Components Direct at Buyer's expense. Components Direct will pay return freight where warranty adjustment is made. Upon receipt of the returned products, Components Direct will examine such products to determine to its own satisfaction that the alleged defect did not arise as a result of Buyer's abuse, misuse, neglect, tampering, unauthorized or improper use or installation, disassembly, repair, alteration, or accident. Components Direct will notify Buyer in the event the products are not subject to warranty adjustment. Unless instructions as to the disposition of such products are received from Buyer within fourteen (14) calendar days of such notification, the products will be returned to Buyer by Components Direct at the expense of Buyer. This limited warranty extends to the original Buyer only, and not to Buyer's customers or other secondary purchasers. If Buyer has knowledge that such goods are defective or non-conforming or Components Direct has advised Buyer that goods are defective or non-conforming and in either event Buyer integrates such defective goods, Components Direct shall have no liability to Buyer for any damages incurred by Buyer as a result. In the event that the foregoing exclusive remedy under this warranty is determined upon judicial review to have failed in its essential purpose through no fault of Buyer, the alternate exclusive remedy shall be the refund of the purchase price of the non-conforming or defective goods.
EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, COMPONENTS DIRECT MAKES NO OTHER WARRANTIES OR GUARANTEES REGARDING THE PRODUCT, OR WITH RESPECT TO THE SITE WHETHER EXPRESS, ORAL, IMPLIED, STATUTORY, ARISING BY OPERATION OF LAW, OR AS A RESULT OF USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. COMPONENTS DIRECT HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OR WARRANTIES OTHERWISE ARISING BY OPERATION OF LAW, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NOTWITHSTANDING THE FOREGOING, IF ANY PRODUCT COVERED BY THIS ORDER IS DESIGNATED FOR DEVELOPMENTAL OR EXPERIMENTAL USE, NO WARRANTY WHATSOEVER SHALL BE APPLICABLE THERETO, AND BUYER SHALL INDEMNIFY COMPONENTS DIRECT FOR ANY AND ALL CLAIMS OR LIABILITY ASSERTED AGAINST COMPONENTS DIRECT IN CONNECTION WITH SUCH DEVELOPMENTAL OR EXPERIMENTAL USAGE. FURTHERMORE, COMPONENTS DIRECT’S PRODUCTS ARE NOT AUTHORIZED FOR USE AS CRITICAL COMPONENTS IN MEDICAL DEVICES, MILITARY SYSTEMS, LIFE OR CRITICAL SUPPORT DEVICES OR RELATED SYSTEMS, AND COMPONENTS DIRECT PROVIDES NO WARRANTY OR INDEMNITY TO BUYER OR BUYER’S CUSTOMERS RELATED TO SUCH NON-AUTHORIZED USES. BUYER AGREES TO INDEMNIFY COMPONENTS DIRECT FOR ALL DAMAGES THAT MAY BE INCURRED DUE TO THE USE OF PRODUCTS IN THESE APPLICATIONS. IF BUYER IS DISSATISFIED WITH THE SITE, THE SERVICE, THE CONTENT, OR WITH THE TERMS OFSAKE, BUYERS SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. BUYER ACKNOWLEDGES, BY THEIR USE OF THE SITE, THAT BUYERS USE OF THE SITE IS AT BUYERS SOLE RISK. 4B. TIME LIMIT FOR BRINGING SUITS. Any cause of action against Components Direct with respect to Products must be instituted within three (3) months from the date of purchase or provision of the applicable Products or services; otherwise, Components Direct and Buyer agree that Buyer shall not be permitted to initiate a suit or claim of any kind against Components Direct after expiration of such three (3) month period.
5. LIMITATION OF LIABILITY. IN NO EVENT SHALL COMPONENTS DIRECT BE LIABLE TO BUYER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR RELATING TO (I) ANY PRODUCT OR SERVICE PROVIDED OR TO BE PROVIDED BY COMPONENTS DIRECT, OR THE USE OR INABILITY TO USE THE SAME, (II) THE USE OF OR INABILITY TO USE THE SITE, THE SERVICE, OR THE CONTENT, (III) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SITE; (IV) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE, THE SERVICE AND/OR THE CONTENT, (V) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, (VI) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR THE SERVICE, OR (VII) ANY OTHER MATTER RELATING TO THE PRODUCTS, THE SITE, THE SERVICE, OR THE CONTENT; EVEN IF COMPONENTS DIRECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, IN NO EVENT SHALL THE LIABILITY OF COMPONENTS DIRECT FOR PRODUCTS EXCEED THE PURCHASE PRICE FOR THE PRODUCTS, REGARDLESS OF THE LEGAL THEORY ASSERTED FOR SUCH LIABILITY, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE.
6. FORCE MAJEURE. Components Direct shall not be liable for any delay in delivery or non-delivery of product or services due to causes beyond Components Direct’s reasonable control, including but not limited to acts of God, acts of Buyer, acts of civil or military authority, war, riots, insurrection, sabotage, epidemic, labor disputes, labor shortages, utility shortages, materials shortages, delays in transportation or inability due to causes beyond Components Direct's reasonable control. In the event of any such delay, the date of delivery shall automatically be extended for a period equal to the time lost by reason of the delay or Components Direct may, at its option, cancel any order or remaining part thereof, without liability by giving notice to Buyer.
CONDITIONS OF ORDER:
All orders placed with Components Direct are subject to the terms of this Agreement, including the following Conditions of Order. Any purported change submitted by Buyer in any additional documentation is hereby expressly rejected.
1. Order Validation and Acceptance. When Buyer places an order, Components Direct may verify Buyers method of payment, shipping address and/or tax exempt identification number, if any, before processing Buyers order. Buyers’ placement of an order with Components Direct is an offer to purchase our Products. Components Direct may accept Buyers order by processing Buyers payment and shipping the Product, or may, for any reason, decline to accept Buyers order or any part of Buyers order. If Components Direct declines to accept Buyers order, Components Direct will attempt to notify Buyer using the email address or other contact information Buyer has provided with Buyers order. Delivery dates provided in connection with any order are estimates only and do not represent fixed or guaranteed delivery dates.
2. Quantity Limitations. Components Direct may limit or cancel quantities available for purchase on any order on any basis, and to alter the availability or duration of any special offers at any time. Components Direct may reject any order, or any part of an order. If product Buyer order is out of stock at time of order placement, Buyer may elect to have it shipped on a subsequent shipment. Except as otherwise provided on the Site, additional shipping charges will apply to each shipment.
3. Electronic Communication. When Buyer places an order via the Site, Buyer is required to provide a valid email address, which Components Direct may use to communicate with Buyer regarding the status of Buyers order, advise Buyer regarding shipment of backordered products, and to provide Buyer with any other notices, disclosures or other communications relating to Buyers order. Buyer agrees that Components Direct will not be responsible for any damage Buyer incurs, or information Buyer does not receive, as a result of Buyers failure to provide a valid email address.
4. Price and Product Information. Components Direct makes every effort to provide current and accurate information relating to the products and prices, but does not guarantee the currency or accuracy of any such information. Prices are subject to change at any time prior to Components Direct's acceptance of Buyers order. In the event Components Direct discovers a material error in the description or availability of a product that affects Buyers outstanding order with Components Direct, or an error in pricing, Components Direct will notify Buyer of the corrected version, and Buyer may choose to accept the corrected version, or cancel the order. If Buyer chooses to cancel the order, and Buyers credit card has already been charged for a purchase, Components Direct will issue a credit to Buyers credit card in the amount of the charge. Unless Components Direct specifies otherwise, all payments shall be in United States dollars. Each shipment of products shall be considered a separate independent transaction, and payment therefor shall be made accordingly. Information relating to Products is subject to change without notice. Components Direct attempts to display as accurately as possible the colors of the products shown on the Site. However because the colors Buyer sees will depend on many factors, including Buyers monitor or printer, Components Direct cannot guarantee that the color Buyer sees matches the product color.
5. Payment. Components Direct offers the following payment methods:
For United States Customers: Components Direct offers MasterCard, VISA, Amex and prepaid by wire transfer. Payment must be made in the currency in which the order was placed.
For Other International Customers: Components Direct offers MasterCard, VISA, Amex and prepaid by wire transfer. Payment must be made in the currency in which the order was placed.
6. Taxes. All product prices are accepted exclusive of any taxes or charges by any name imposed by any taxing authority of any state, nation or locality (other than taxes imposed on Components Direct's net income), and, as an example, are exclusive of national, state and local excise, sales, use, value added, goods and services, and similar taxes. Consequently in addition to the prices specified herein, the amount of any present or future excise, sales, use, value added, goods and services, or similar tax applicable to the sale of the product hereunder shall be paid by Buyer, or in lieu thereof, Buyer shall provide Components Direct with a tax exemption certificate acceptable to Components Direct. When appropriate, such taxes will appear as separate additional items on the invoice, unless Components Direct receives a proper tax exemption certificate from Buyer prior to shipment. In addition, if there are any withholding taxes payable with respect to the Buyer's payments to the Components Direct, the Buyer shall nevertheless pay Components Direct the amount due on the invoice, and also pay the amount of withholding tax due to the appropriate taxing authority, providing Components Direct satisfactory evidence of such payment upon request.
7. Shipping, Title and Delivery. Except as otherwise provided on the Site, (1) all sales are made FCA Components Direct's designated point of shipment, (2) shipping or freight charges from Components Direct’s designated point of shipment are prepaid and added to Buyers order and, (3) all duties, tariffs, taxes and brokerage fees will be Buyers responsibility. Shipments of excessive weight or size may require additional charges. Components Direct will notify Buyer prior to shipment if these conditions exist. For International Shipments: Availability of ship methods is dependent on the destination country.
In all cases, title and risk of loss or damage to the product shall pass to Buyer upon shipment of the product by Components Direct. Buyer shall have the responsibility to file claims with the carrier, when delivery is made FCA. Components Direct may select the method of shipment, but in all cases, the carrier will be regarded as Buyer’s agent. Shipping dates are approximate only and are based upon prompt receipt of all necessary information from Buyer.
8. Export Compliance. In addition to the United States and its territories, Components Direct accepts international orders. Some Products may not be available for shipment outside the United States. All orders of international origin or destination are subject to export control laws, restrictions, regulations and orders of the United States. Buyer agrees to comply with all applicable export control laws, restrictions, regulations and orders of the United States or applicable foreign agencies or authorities. Buyer shall not, directly or indirectly, sell, export, transfer, assign, use, or dispose of Products in a manner which may result in any non-compliance with applicable export control laws, restrictions, regulations, and orders of the United States or applicable foreign agencies or authorities. Buyer is responsible for obtaining any license or other official authorizations that may be required to export, re-export or import Products. Diversion contrary to U.S. law is prohibited.
9. Governing Law; Jurisdiction and Venue; and Severability. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, excluding its conflict of laws rules to the extent such rules would apply the law of another jurisdiction. Buyer and Components Direct consent to the jurisdiction of all federal and state courts in California, and agree that venue shall lie exclusively in Santa Clara County, California. 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 portions or affecting the validity or enforcement of such provisions in any other jurisdiction.
All Components Direct logos are trademarks, trade names or other intellectual property of Components Direct. All Rights Reserved.
Terms & Conditions
COMPONENTS DIRECT TERMS OF SALE AND CONDITIONS OF ORDER
1. ACCEPTANCE. The terms and conditions of sale set forth herein (these “Terms of Sale”) apply to the sale of all products entered into by and between the Components Direct entity on the face hereof ("Components Direct") and the customer thereof (“Buyer”). This Web site is referred to as the ("Site"). By accessing and using the Site, Buyer agrees to each of the Terms of Sale set forth herein. By ordering products from the Site, Buyer furthermore agrees to the Terms of Sale, as well as the Conditions of Order, set forth below. These Terms of Sale, together with the Conditions of Order, are referred to as this "Agreement." To the extent that these Terms of Sale constitute an offer or counteroffer by Components Direct, acceptance of such offer or counteroffer is expressly limited to these Terms of Sale and conditioned upon the rejection of any conflicting, additional, or different terms and conditions on Buyer’s purchase order or other documents issued by Buyer. Components Direct's acceptance of Buyer's purchase order is expressly conditional on Buyer’s assent to these Terms of Sale. Acceptance of the products and services by Buyer will constitute acceptance by Buyer of these Terms of Sale. The Terms and Conditions set forth herein shall be applicable whether or not they are attached to or enclosed with the products sold hereunder.
2. ACCESS TO THE SITE. Buyer is solely responsible for keeping their username and password, collectively referred to herein as the “Identification”, confidential. Buyer agrees that only Buyer and their authorized representatives will be the sole users of the Identification, and that Buyer will be solely responsible for all activities on the Site using the Identification. Components Direct strongly recommends that Buyer log out of the Site and close their browser window when Buyers session is completed to help prevent unauthorized persons from accessing the Identification. Please bear in mind that no Internet site is 100% secure. Thus, while Components Direct strives to protect the personal information and privacy of its users, Buyers use of the Site to transmit or store personally identifiable information is at Buyers own risk.
3. INTELLECTUAL PROPERTY. Components Direct.com grants Buyer a personal, non-exclusive, non-transferable license to use the Site and to download, print and store portions of the content of the site that Buyer selects, provided that: (1) Buyer only uses these copies of the content for Buyers own internal business purposes or Buyers personal, non-commercial use; and (2) Buyer does not modify or alter the content in any way, or delete or change any copyright or trademark notice. No right, title or interest in any downloaded content or materials is transferred to Buyer as a result of this license. Competitors and third party aggregators may not mirror, scrape, or frame the home page or any other pages of the Site on any other Web site or web page. This prohibition is not intended to restrict the non-commercial activities of individuals.
4. WARRANTIES AND REMEDIES.
4A. LIMITED WARRANTY: Components Direct.com agrees to transfer to Buyer, at the time of sale, to the extent transferable, whatever warranties Components Direct receives from the manufacturer with respect to the Products sold by Components Direct to Buyer. Buyer shall notify Components Direct upon receipt of goods of all discoverable defects, including quantity shortages, incorrect product, and visible defects, but no later than 30 days of receipt. In the event that Buyer does not either complete final inspection and accept the goods or present a rejection notice to Components Direct in writing within 30 days of delivery, the goods shall be conclusively deemed accepted. No products shall be returned to Components Direct for warranty adjustment without the prior authorization of Components Direct. Any products so returned shall be shipped to Components Direct at Buyer's expense. Components Direct will pay return freight where warranty adjustment is made. Upon receipt of the returned products, Components Direct will examine such products to determine to its own satisfaction that the alleged defect did not arise as a result of Buyer's abuse, misuse, neglect, tampering, unauthorized or improper use or installation, disassembly, repair, alteration, or accident. Components Direct will notify Buyer in the event the products are not subject to warranty adjustment. Unless instructions as to the disposition of such products are received from Buyer within fourteen (14) calendar days of such notification, the products will be returned to Buyer by Components Direct at the expense of Buyer. This limited warranty extends to the original Buyer only, and not to Buyer's customers or other secondary purchasers. If Buyer has knowledge that such goods are defective or non-conforming or Components Direct has advised Buyer that goods are defective or non-conforming and in either event Buyer integrates such defective goods, Components Direct shall have no liability to Buyer for any damages incurred by Buyer as a result. In the event that the foregoing exclusive remedy under this warranty is determined upon judicial review to have failed in its essential purpose through no fault of Buyer, the alternate exclusive remedy shall be the refund of the purchase price of the non-conforming or defective goods.
EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, COMPONENTS DIRECT MAKES NO OTHER WARRANTIES OR GUARANTEES REGARDING THE PRODUCT, OR WITH RESPECT TO THE SITE WHETHER EXPRESS, ORAL, IMPLIED, STATUTORY, ARISING BY OPERATION OF LAW, OR AS A RESULT OF USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. COMPONENTS DIRECT HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OR WARRANTIES OTHERWISE ARISING BY OPERATION OF LAW, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NOTWITHSTANDING THE FOREGOING, IF ANY PRODUCT COVERED BY THIS ORDER IS DESIGNATED FOR DEVELOPMENTAL OR EXPERIMENTAL USE, NO WARRANTY WHATSOEVER SHALL BE APPLICABLE THERETO, AND BUYER SHALL INDEMNIFY COMPONENTS DIRECT FOR ANY AND ALL CLAIMS OR LIABILITY ASSERTED AGAINST COMPONENTS DIRECT IN CONNECTION WITH SUCH DEVELOPMENTAL OR EXPERIMENTAL USAGE. FURTHERMORE, COMPONENTS DIRECT’S PRODUCTS ARE NOT AUTHORIZED FOR USE AS CRITICAL COMPONENTS IN MEDICAL DEVICES, MILITARY SYSTEMS, LIFE OR CRITICAL SUPPORT DEVICES OR RELATED SYSTEMS, AND COMPONENTS DIRECT PROVIDES NO WARRANTY OR INDEMNITY TO BUYER OR BUYER’S CUSTOMERS RELATED TO SUCH NON-AUTHORIZED USES. BUYER AGREES TO INDEMNIFY COMPONENTS DIRECT FOR ALL DAMAGES THAT MAY BE INCURRED DUE TO THE USE OF PRODUCTS IN THESE APPLICATIONS. IF BUYER IS DISSATISFIED WITH THE SITE, THE SERVICE, THE CONTENT, OR WITH THE TERMS OFSAKE, BUYERS SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. BUYER ACKNOWLEDGES, BY THEIR USE OF THE SITE, THAT BUYERS USE OF THE SITE IS AT BUYERS SOLE RISK. 4B. TIME LIMIT FOR BRINGING SUITS. Any cause of action against Components Direct with respect to Products must be instituted within three (3) months from the date of purchase or provision of the applicable Products or services; otherwise, Components Direct and Buyer agree that Buyer shall not be permitted to initiate a suit or claim of any kind against Components Direct after expiration of such three (3) month period.
5. LIMITATION OF LIABILITY. IN NO EVENT SHALL COMPONENTS DIRECT BE LIABLE TO BUYER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR RELATING TO (I) ANY PRODUCT OR SERVICE PROVIDED OR TO BE PROVIDED BY COMPONENTS DIRECT, OR THE USE OR INABILITY TO USE THE SAME, (II) THE USE OF OR INABILITY TO USE THE SITE, THE SERVICE, OR THE CONTENT, (III) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SITE; (IV) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE, THE SERVICE AND/OR THE CONTENT, (V) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, (VI) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR THE SERVICE, OR (VII) ANY OTHER MATTER RELATING TO THE PRODUCTS, THE SITE, THE SERVICE, OR THE CONTENT; EVEN IF COMPONENTS DIRECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, IN NO EVENT SHALL THE LIABILITY OF COMPONENTS DIRECT FOR PRODUCTS EXCEED THE PURCHASE PRICE FOR THE PRODUCTS, REGARDLESS OF THE LEGAL THEORY ASSERTED FOR SUCH LIABILITY, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE.
6. FORCE MAJEURE. Components Direct shall not be liable for any delay in delivery or non-delivery of product or services due to causes beyond Components Direct’s reasonable control, including but not limited to acts of God, acts of Buyer, acts of civil or military authority, war, riots, insurrection, sabotage, epidemic, labor disputes, labor shortages, utility shortages, materials shortages, delays in transportation or inability due to causes beyond Components Direct's reasonable control. In the event of any such delay, the date of delivery shall automatically be extended for a period equal to the time lost by reason of the delay or Components Direct may, at its option, cancel any order or remaining part thereof, without liability by giving notice to Buyer.
CONDITIONS OF ORDER:
All orders placed with Components Direct are subject to the terms of this Agreement, including the following Conditions of Order. Any purported change submitted by Buyer in any additional documentation is hereby expressly rejected.
1. Order Validation and Acceptance. When Buyer places an order, Components Direct may verify Buyers method of payment, shipping address and/or tax exempt identification number, if any, before processing Buyers order. Buyers’ placement of an order with Components Direct is an offer to purchase our Products. Components Direct may accept Buyers order by processing Buyers payment and shipping the Product, or may, for any reason, decline to accept Buyers order or any part of Buyers order. If Components Direct declines to accept Buyers order, Components Direct will attempt to notify Buyer using the email address or other contact information Buyer has provided with Buyers order. Delivery dates provided in connection with any order are estimates only and do not represent fixed or guaranteed delivery dates.
2. Quantity Limitations. Components Direct may limit or cancel quantities available for purchase on any order on any basis, and to alter the availability or duration of any special offers at any time. Components Direct may reject any order, or any part of an order. If product Buyer order is out of stock at time of order placement, Buyer may elect to have it shipped on a subsequent shipment. Except as otherwise provided on the Site, additional shipping charges will apply to each shipment.
3. Electronic Communication. When Buyer places an order via the Site, Buyer is required to provide a valid email address, which Components Direct may use to communicate with Buyer regarding the status of Buyers order, advise Buyer regarding shipment of backordered products, and to provide Buyer with any other notices, disclosures or other communications relating to Buyers order. Buyer agrees that Components Direct will not be responsible for any damage Buyer incurs, or information Buyer does not receive, as a result of Buyers failure to provide a valid email address.
4. Price and Product Information. Components Direct makes every effort to provide current and accurate information relating to the products and prices, but does not guarantee the currency or accuracy of any such information. Prices are subject to change at any time prior to Components Direct's acceptance of Buyers order. In the event Components Direct discovers a material error in the description or availability of a product that affects Buyers outstanding order with Components Direct, or an error in pricing, Components Direct will notify Buyer of the corrected version, and Buyer may choose to accept the corrected version, or cancel the order. If Buyer chooses to cancel the order, and Buyers credit card has already been charged for a purchase, Components Direct will issue a credit to Buyers credit card in the amount of the charge. Unless Components Direct specifies otherwise, all payments shall be in United States dollars. Each shipment of products shall be considered a separate independent transaction, and payment therefor shall be made accordingly. Information relating to Products is subject to change without notice. Components Direct attempts to display as accurately as possible the colors of the products shown on the Site. However because the colors Buyer sees will depend on many factors, including Buyers monitor or printer, Components Direct cannot guarantee that the color Buyer sees matches the product color.
5. Payment. Components Direct offers the following payment methods:
For United States Customers: Components Direct offers MasterCard, VISA, Amex and prepaid by wire transfer. Payment must be made in the currency in which the order was placed.
For Other International Customers: Components Direct offers MasterCard, VISA, Amex and prepaid by wire transfer. Payment must be made in the currency in which the order was placed.
6. Taxes. All product prices are accepted exclusive of any taxes or charges by any name imposed by any taxing authority of any state, nation or locality (other than taxes imposed on Components Direct's net income), and, as an example, are exclusive of national, state and local excise, sales, use, value added, goods and services, and similar taxes. Consequently in addition to the prices specified herein, the amount of any present or future excise, sales, use, value added, goods and services, or similar tax applicable to the sale of the product hereunder shall be paid by Buyer, or in lieu thereof, Buyer shall provide Components Direct with a tax exemption certificate acceptable to Components Direct. When appropriate, such taxes will appear as separate additional items on the invoice, unless Components Direct receives a proper tax exemption certificate from Buyer prior to shipment. In addition, if there are any withholding taxes payable with respect to the Buyer's payments to the Components Direct, the Buyer shall nevertheless pay Components Direct the amount due on the invoice, and also pay the amount of withholding tax due to the appropriate taxing authority, providing Components Direct satisfactory evidence of such payment upon request.
7. Shipping, Title and Delivery. Except as otherwise provided on the Site, (1) all sales are made FCA Components Direct's designated point of shipment, (2) shipping or freight charges from Components Direct’s designated point of shipment are prepaid and added to Buyers order and, (3) all duties, tariffs, taxes and brokerage fees will be Buyers responsibility. Shipments of excessive weight or size may require additional charges. Components Direct will notify Buyer prior to shipment if these conditions exist. For International Shipments: Availability of ship methods is dependent on the destination country.
In all cases, title and risk of loss or damage to the product shall pass to Buyer upon shipment of the product by Components Direct. Buyer shall have the responsibility to file claims with the carrier, when delivery is made FCA. Components Direct may select the method of shipment, but in all cases, the carrier will be regarded as Buyer’s agent. Shipping dates are approximate only and are based upon prompt receipt of all necessary information from Buyer.
8. Export Compliance. In addition to the United States and its territories, Components Direct accepts international orders. Some Products may not be available for shipment outside the United States. All orders of international origin or destination are subject to export control laws, restrictions, regulations and orders of the United States. Buyer agrees to comply with all applicable export control laws, restrictions, regulations and orders of the United States or applicable foreign agencies or authorities. Buyer shall not, directly or indirectly, sell, export, transfer, assign, use, or dispose of Products in a manner which may result in any non-compliance with applicable export control laws, restrictions, regulations, and orders of the United States or applicable foreign agencies or authorities. Buyer is responsible for obtaining any license or other official authorizations that may be required to export, re-export or import Products. Diversion contrary to U.S. law is prohibited.
9. Governing Law; Jurisdiction and Venue; and Severability. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, excluding its conflict of laws rules to the extent such rules would apply the law of another jurisdiction. Buyer and Components Direct consent to the jurisdiction of all federal and state courts in California, and agree that venue shall lie exclusively in Santa Clara County, California. 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 portions or affecting the validity or enforcement of such provisions in any other jurisdiction.
