Terms and Conditions of Sale

"Goods" means all goods provided by Global IC Trading Group ("Seller"). All sales of Goods shall be made only upon these Terms and Conditions and NOT any purchase order or other document of Buyer. By accepting delivery of goods from Seller, Buyer shall be deemed to have consented to and accepted these Terms and Conditions. In spite of any conflict with any terms or conditions in any prior or later communication from buyer, Seller’s failure to object to any terms which conflict with these Terms and Conditions shall not be deemed a waiver of objection thereto. Any change to these Terms and Conditions must be specifically agreed to in writing by a duly authorized representative of Seller.

Prices
Quotations, unless previously withdrawn, are only open for acceptance by Seller within 3 days from quotation date and are subject to approval of Buyer’s credit. Prices quoted do not include VAT or other taxes; prices quoted are subject to change without notice after the date of Seller’s acceptance of Buyer’s order where Seller has incurred increased costs due to exchange rate change, increased prices from supplier or surcharges. Seller retains the right to amend prices to correct errors or omissions.

Delivery and Time
Delivery dates quoted by Seller are best estimates only and time is expressly not of the essence unless otherwise stated. Late or partial delivery does not entitle Buyer to cancel its order. Buyer acknowledges that any delay in delivery shall not give rise to any liability on the part of Seller whatsoever, including for loss of use or indirect or consequential damagers. In the event of delivery by installments, Buyer is not entitled to treat the delivery of faulty Goods in any one installment as a repudiation of the entire agreement. Buyer must notify Seller in writing of non-delivery of Goods, or receipt of nonconforming or damaged Goods within 3 days of the delivery date. Delivery to Buyer is deemed to have been made when delivered to Buyer, or picked up by the carrier, or Buyer’s agent at Seller’s facility, whichever occurs first.

Limited Warranty & Rejections / Returns
Seller warrants to Buyer that product conforms to manufacturer’s available specification, is reliable and free from known defects and offers a one year warranty. Seller shall replace defective product, or issue a credit or refund at Sellers discretion. A Return Material Authorization must be obtained prior to returning any product. Where appropriate, Buyer furnishes Seller with test report(s) from an ERAI approved testing house documenting failure substantially greater than manufacturer specifications. Shipping and service charges are non-refundable. The foregoing warranty does not apply to those products that are damaged due to misuse, abuse, negligence, modification by Buyer, or damaged during transit when product is returned. The foregoing warranty is the only warranty applicable to transactions for the purchase of product(s) from Seller. Seller hereby disclaims all other warranties, express or implied, including the implied warranty of product and the implied warranty of fitness for a particular purpose.

Limitation of Liability
Buyer agrees to inspect product within 30 days of receipt for non-conformities and notify Seller within 30 days of such nonconformities. In the event that any product(s) delivered should fail to be as warranted, Buyer’s sole and exclusive remedy shall be replacement of the non-conforming product(s) or a credit for the purchase price of the non-conforming product(s).

Payment
Buyer shall pay for the goods in full, without offset or deduction, within the time frame and in the manner set forth on the invoice. For those sales that do not require payment in advance of or upon delivery, if payment is not received by Seller within the period set forth on the invoice, Buyer shall pay to Seller, on demand, a late payment charge of 1.5% per month of the unpaid balance or the maximum rate of interest allowed by law, whichever is less. Time is of the essence with respect to Buyer’s obligation to pay all invoices in full in a timely manner. All checks are subject to collection. Seller may offset against any payment hereunder any amount owed to Seller by Buyer, whether under this or any other contract between Buyer and Seller. Acceptance of any partial payment shall not constitute waiver of Seller’s right to payment in full of all amounts owing from Buyer to Seller.
Buyer hereby grants to Seller a security interest in the goods shipped pursuant to this Contract, including all accessions to and replacements of the goods and the proceeds thereof, to secure the due and punctual payment of the purchase price of goods and other amounts owing hereunder. Buyer shall execute and deliver to Seller any additional documents, instruments, financing statements, or amendments that Seller deems necessary or advisable to maintain, continue, and perfect the security interest created.

Ownership, Security Interest and Risk & Incoterms
Seller’s responsibility for damage to Goods ceases upon delivery of the Goods at its facility. Buyer agrees that Seller shall retain a purchase security interest in all Goods which it has sold to Buyer, and to any proceeds from the disposition of the Goods, until the purchase price and any other charges due to Seller have been paid in full. Buyer agrees to execute any financial statements or other documents which Seller may request in order to protect Seller’s security interest. Buyer expressly authorizes Seller to execute such security documents on Buyer’s behalf and hereby designates Seller its attorney-in-fact for such limited purposes. In addition to the rights and remedies granted by these Terms and Conditions, Seller shall have all rights and remedies of a secured party under the Uniform Commercial Code, which rights shall be cumulative. In the absence of instructions as to shipping, Seller will select a carrier who is not its agent. Special instructions with regard to packaging must be in writing on the purchase order. Such instructions shall not change the "Ex-Works" terms of shipping and Seller will have no liability for such shipment.

Cancellations and Reschedules
Requests to cancel or reschedule orders must be made in writing by Buyer to Seller. Seller is under no obligations to accept such cancellations or reschedules. Without waiving any of its rights, Seller is entitled to recover its costs incurred and profits lost as a result of Buyer’s cancellation or rescheduling of an order.

Export Control Regulations
Some or all of the Goods supplied by Seller may be subject to export control regulations. Such Goods may not be imported or exported by Buyer without prior approval of the relevant authorities. It is the responsibility of Buyer to obtain such approval. Under no circumstances will Seller be liable for any loss or damage incurred by Buyer as a result of Buyer’s contravention of any export control regulations. Buyer is required to notify Global if product is subject to ITAR.

Taxes
Seller’s prices do include sales, use, excise or other similar taxes. Accordingly, Buyer shall pay, in addition to the prices specified by the Seller, all local, state, and federal taxes, including all sales, use excise or other similar tax, payable with respect to the Goods or the transactions contemplated herein, or, alternately, provide Seller with tax exemption certificates acceptable to the applicable taxing authority.

Law
This sale is entered into in Orange County, California and is governed by the laws of the State of California without giving effect to the principals of conflict of laws. If any dispute should arise between Seller and Buyer as to a sale of Goods or the Terms and Conditions, Buyer hereby expressively submits and consents to jurisdiction of the State District Courts of Orange County, California for the purpose of legal resolution. In the event that any of these Terms and Conditions is determined to be unenforceable, the other Terms and Conditions shall remain in full force and effect. Failure of Seller to enforce at any time any of the Terms and Conditions shall not be deemed a waiver of any Seller’s rights and shall not affect the validity of the sale or these Terms and Conditions.

Assignment
Any assignment by Buyer of this contract or any rights in it, without Seller’s advance written consent, shall be void.

Entire Agreement
This contract records the final, complete and exclusive agreement between the parties with regard to the subjects addressed in it and supersedes any and all prior oral or written agreements between them regarding the same. No modification of this agreement will be valid unless it is agreed upon by Seller in writing.

Rev 005; 8/26/14