The Terms and Conditions of Sale ("Agreement") contained herein constitutes the entire agreement between Space Coast IC and you the buyer. Space Coast IC will not be bound by any terms of Buyer's order. No form of acceptance except Space Coast IC written acknowledgment mailed to Buyer, or Space Coast IC commencement of performance shall constitute valid acceptance of Buyer's order. Any such acceptance is expressly conditioned on assent to the terms hereof and the exclusion of all other terms. Buyer shall be deemed to have assented to the terms hereof, whether or not previously received, upon accepting delivery of anything shipped by way of Space Coast IC. If tender of these terms is deemed an offer, acceptance is expressly limited to the terms hereof.
1. PRODUCTS
1.1 "Products" shall mean any products identified for sale on: Space Coast IC website; any of Space Coast IC proposals or quotations; or any of Space Coast IC invoices.
2. ORDERS
2.1 Buyer shall purchase Products by issuing electronic bids and offers as issued by an authorized representative, indicating specific Products, quantity, price, total purchase price, shipping instructions, ship-to addresses, tax exempt certifications, if applicable, and any other special instructions. Any contingencies contained on such order are not binding upon Space Coast IC. Space Coast IC will accept or reject orders according to its then-current process. All orders are subject to acceptance by Space Coast IC at its headquarters.
2.2 Each offer made by a Buyer for parts offered via the Fixed Price, Exchange, or Auction trading model becomes legally binding upon acceptance by the Seller. Upon acceptance of any offer, Buyer agrees to submit a Purchase Order for the purchased goods. Space Coast IC will contact Buyer to finalize the purchase and arrange the subsequent shipping of the purchased goods.
3. SHIPPING AND DELIVERY
3.1 Shipping dates will be established by Space Coast IC upon receipt of orders from Buyer.
3.2 Shipping terms are FOB Space Coast IC designated shipping location. Risk of loss and title shall pass from Space Coast IC to Buyer upon delivery to the carrier or Buyer's representative at the FOB point. Delivery shall be deemed made upon transfer of possession to the carrier. Buyer shall be responsible for all freight, handling and insurance charges. Unless given written instruction, Space Coast IC shall select the carrier. In no event shall Space Coast IC have any liability in connection with shipment, nor shall the carrier be deemed to be an agent of Space Coast IC. Space Coast IC shall not be liable for damage or penalty for delay in delivery or for failure to give notice of any delay.
3.3 Buyer grants Space Coast IC a security interest in Products purchased under this Agreement to secure payment for those Products purchased. If requested by Space Coast IC, Buyer agrees to execute financing statements to perfect this security interest.
4. PRICES AND PAYMENT
4.1 Unless otherwise specified, prices for Products are quoted in US dollars and are FOB Space Coast IC designated shipping location.
4.2 All stated prices are exclusive of any taxes, fees and duties or other amounts, however designated, and including without limitation, value added and withholding taxes which are levied or based upon such charges, or upon this Agreement. Any taxes related to Products purchased or licensed pursuant to this Agreement shall be paid by Buyer, or Buyer shall present an exemption certificate acceptable to the taxing authorities. Applicable taxes shall be billed as a separate item on the invoice, to the extent possible.
4.3 All payments shall be made by credit card acceptable to Space Coast IC, or by other payment instrument to include ACH-Debit/EFT, wire transfer, or other such payment instrument approved by Space Coast IC. Payment must be made to Space Coast IC prior to delivery. Space Coast IC may elect to extend terms on a pre-approved basis only. Unless otherwise specified, all payments shall be made in U.S. currency. Any sum not paid by Buyer when due shall bear interest until paid at a rate of 1.5% per month (18% per annum), or the maximum rate permitted by law, whichever is less.
5. WARRANTY AND RETURNS
5.1 Space Coast IC warrants the form, fit, and function for a period of thirty (30) days from the date of purchase. All other warranties are set forth in the product Manufacturer's Limited Warranty Statement applicable to and/or delivered with the Products.
5.2 It is the responsibility of the buyer to thoroughly inspect all product received from Space Coast IC immediately upon receipt and promptly notify Space Coast IC of problems. Defective parts will be handled in accordance with Space Coast IC warranty and return policy as stated in the Buyer Agreement.
5.3 Space Coast IC DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.
5.4 In no event shall Space Coast IC or its suppliers' liability to Buyer, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Buyer under this Agreement. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose.
5.5 IN NO EVENT WILL Space Coast IC OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT EVEN IF Space Coast IC OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5.6 In all cases where a Product is returned, Buyer shall call and obtain a Return Material Authorization ("RMA") number from Space Coast IC. 0-30 days: RMA requests due to form, fit or functional discrepancies can be submitted to Space Coast IC for consideration. If an RMA is approved for any other reason, a 30% restock fee is applicable. 30+ days: No RMA will be issued. All short shipment notifications must be made within three (3) business days of receipt of shipment. All RMA products are to be returned unused and in original packaging. Any received product that is not in the condition in which it was delivered to Buyer will be returned to the customer and the credit memo will be considered "void." Unless otherwise specified, all domestic RMA shipments are to be returned via UPS Ground, all international RMA shipments are to be returned via UPS Saver. No COD shipments will be accepted. RMAs are valid for the term of ten (10) business days. After 10 business days any and all RMAs are considered "void" and will be refused and returned.
5.7 For Product returned, Buyer is responsible for: (a) proper packing of Products, including description of the failure; (b) insurance of all packages for replacement cost; (c) shipment FOB Space Coast IC designated reception location; (d) return of Products within five (5) days after issuance of the RMA number; and (e) compliance with Space Coast IC RMA procedure for all shipments, as follows: (i) each request to Space Coast IC for an RMA number must specify the number, type, and serial number, if applicable, for each Product to be returned; Space Coast IC will provide the local RMA shipment address upon request; and (ii) Product sent back to Space Coast IC must agree exactly in the number, type, and serial numbers, if associated with the RMA transaction. Space Coast IC, at its option, will replace the returned product or refund the monies at the original purchase price of the product. Shipping costs will not be refunded.
6. INTELLECTUAL PROPERTY LIMITATION OF LIABILITY
6.1 Space Coast IC shall have no liability for any claim, suit or proceeding brought against Buyer based on a claim that any Product supplied hereunder infringes any copyright, patent, or other intellectual property right in the United States or any other country.
6.2 Space Coast IC has no liability for any claim based upon the combination, operation, or use of any Product supplied hereunder with equipment, devices, or software, or for any claim based upon alteration or modification of any Product supplied hereunder.
6.3 Space Coast IC SHALL BE HELD HARMLESS FOR TYPOGRAPHICAL ERRORS APPEARING ON THE Space Coast IC WEB SITE TO INCLUDE PART NUMBERING, QUANTITY, OR PRICING ERRORS.
6.4 THE FOREGOING STATES THE ENTIRE OBLIGATION OF Space Coast IC WITH RESPECT TO INFRINGEMENT OF PROPRIETARY RIGHTS AND Space Coast IC DISCLAIMS, ALL WARRANTIES OF NONINFRINGEMENT WITH RESPECT TO THE PRODUCTS.
7. EXPORT RESTRICTIONS
7.1 Buyer shall obtain all licenses, permits, and approvals required by any government and shall comply with all applicable laws, rules, policies and procedures of the U.S. Government.
7.2 Space Coast IC reserves the right to request end-user and end item information, required by US Export Control Laws, before shipping any order.
7.3 If Buyer does not provide the necessary documentation to comply with U.S. Export Control Laws and Regulations, resulting in order cancellation, an administrative fee will be assessed.
7.4 Space Coast IC reserves the right to report suspicious export inquiries to the appropriate US Federal Agencies.
7.5 All shipments are sold under Incoterms, delivered duty unpaid (DDU). Buyer shall be responsible for all VAT (Value Added Taxes), duties, and associated import fees.
8. CONFIDENTIAL INFORMATION
Buyer shall hold confidential and shall not use or permit others to use any confidential information identified as such in writing or orally by Space Coast IC or information which Buyer knows or has reason to know is confidential, proprietary or trade secret information of Space Coast IC.
9. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING ELSE HEREIN, EXCEPT FOR CLAIMS OF PERSONAL INJURY OR DEATH, ALL LIABILITY OF Space Coast IC AND ITS SUPPLIERS UNDER THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO MONEY PAID TO Space Coast IC UNDER THIS AGREEMENT AND IN THE CASE OF DAMAGES RELATING TO ANY ALLEGEDLY DEFECTIVE OR INFRINGING PRODUCT, SHALL, UNDER ANY LEGAL OR EQUITABLE THEORY, BE FURTHER LIMITED TO THE PURCHASE PRICE PAID BY BUYER FOR SUCH PRODUCT.
10. CONSEQUENTIAL DAMAGES WAIVER
IN NO EVENT SHALL Space Coast IC OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR LOST DATA, OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF Space Coast IC OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. GENERAL TERMS
11.1 The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of Florida, United States of America, as if performed wholly within the state and without giving effect to the principles of conflict of law. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods.
11.2 Space Coast IC shall not be liable for any delay or failure in performance whatsoever due to acts of God, earthquakes, shortage of supplies, transportation difficulties, labor disputes, riots, war, fire, epidemics, and other occurrences beyond Space Coast IC reasonable control.
11.3 No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of this or any other right under this Agreement.
11.4 Neither this Agreement nor any rights under this Agreement, other than monies due or to become due, shall be assigned or otherwise transferred by Buyer (by operation of law or otherwise) without the prior written consent of Space Coast IC . This Agreement shall bind and inure to the benefit of the successors and permitted assigns of the parties.
11.5 In the event that any of the terms of this Agreement become or are declared to be illegal by any court of competent jurisdiction, such terms shall be null and void and shall be deemed deleted from this Agreement. All remaining terms of this Agreement shall remain in full force and effect.
11.6 In the event of a breach of this Agreement, the breaching party shall pay to the other party any reasonable attorneys' fees and other costs and expenses incurred by the nonbreaching party in connection with the enforcement of any provisions of this Agreement.
11.7 Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.
11.8 This Agreement, including the Product warranty referenced herein, constitutes the entire agreement between the parties hereto concerning the subject matter of this Agreement, and there are no conditions, understandings, agreements, representations or warranties, expressed or implied, which are not specified herein. This Agreement may only be modified by a written document executed by authorized representatives of Space Coast IC and Buyer.
