Terms & Conditions
TERMS
AND CONDITIONS
The following are the terms and conditions for the sale of products
("Products") by Eagle Electronics to Eagle Electronics’ customers.
1. ACCEPTANCE AND CANCELLATION OF
ORDERS
All orders are subject to acceptance in writing by Eagle Electronics or a duly
authorized agent of Eagle Electronics. Any written acknowledgement of receipt
of an order shall not, in and of itself, constitute such acceptance. Orders
accepted by Eagle Electronics may be cancelled by Customer upon written consent
of Eagle Electronics provided such order is not "NC/NR" or
"Non-Cancelable/Non-Returnable", "Non-Standard Products" or
governed by a Purchase Agreement Letter. Non-Standard Products are defined as
Products that are special orders, custom orders, orders for non-standard
products, products not customarily in stock or orders for value-added products.
Non-standard products are non-cancelable and non-refundable. In the event of
cancellation or other withdrawal of an order for any reason, and without
limiting any other remedy which Eagle Electronics may have as a result of such
cancellation or other withdrawal, reasonable cancellation or restocking charges
shall include all expenses incurred and commitments made by Eagle Electronics,
and shall be paid by Customer to Eagle Electronics. Customer requests to
reschedule are subject to acceptance by Eagle Electronics in its sole
discretion. Orders may not be canceled or rescheduled after the order has been
submitted by Eagle Electronics to the shipment carrier. Eagle Electronics
reserves the right to allocate sales and limit quantities of selected Products
among its customers in its sole discretion. Product specifications and
availability are subject to change without prior notice.
1a. Returns
Customer must notify Eagle Electronics within 30 days from date of shipment of
any defective product. Returns are normally accepted when completed within 30
days of the ship date. If Eagle Electronics agrees to accept a return, return
freight charges must be prepaid by customer. Eagle Electronics will not accept
COD shipments. Some products may require return directly to the manufacturer.
Contact a sales representative for a Return Materials Authorization Number and
addressing instructions prior to returning product. The foregoing statements
concerning Returns do not apply to NON-CANCELABLE/NON-RETURNABLE PRODUCTS. (See
the NON-CANCELABLE/NON-RETURNABLE PRODUCTS section in these terms.)
1b. Counterfeit Product Prevention
Clause
Only products originally shipped from Eagle Electronics or from a supplier at Eagle
Electronics's direction (drop-ship) will be returned to Eagle Electronics. All
others will be promptly quarantined and disposed of or returned to the
customer. By a Customer returning products to Eagle Electronics, the Customer
certifies that the products were purchased from Eagle Electronics and there has
been no substitution in whole or part of same product from another supplier,
distributor or other such source of the product. The return should be in the
original packaging (manufacturer or Eagle Electronics), in unused condition
(except defective). ESD sensitive products should not be opened except under
controlled conditions.
2. PRICES
Orders are billed at the prices in effect at the time of shipment. Prices will
be as specified by Eagle Electronics and will be applicable for the period specified
in Eagle Electronics's quote. If no period is specified, quoted prices will be
applicable for thirty (30) days. The catalog reflects the latest pricing
information available at the time of printing. Prices shown in the catalog are
subject to change without notice. Prices are subject to increase in the event
of an increase in Eagle Electronics's costs or other circumstances beyond Eagle
Electronics's reasonable control. If Customer does not purchase the quantity
upon which quantity prices are based, Customer will pay the non-discounted
price for the quantity actually purchased and/or a cancellation or restocking
fee. Prices are exclusive of taxes, impositions and other charges, including
sales, use, excise, value-added and similar taxes or charges imposed by any
government authority, international shipping charges, forwarding agent's and
broker's fees, bank fees, consular fees, and document fees.
3. TERMS OF PAYMENT
All payments must be made in the currency billed on the original invoice.
Credit cards accepted include major
credit cards, purchase cards, and major bank debit cards including MasterCard,
VISA, Diners Club, Discover, and American Express. Credit Card billing
information must be verified on new customers prior to shipment of order.
Payment terms by Purchase Order is not accepted unless signed by Eagle
Electronics's acceptance letter.
Prepaid Wire Transfer/EFT/Proforma:
Customers can wire the funds to our bank. After your order is placed we will
e-mail a Proforma invoice which includes our bank information, the merchandise
total, shipping charges and a $25 (USD) wire transfer/ EFT fee. We will reserve
stock for your order for 72 hours on orders awaiting funds. Orders will be
cancelled after 20 business days if funds have not been received. Customer is
responsible for duties and taxes.
3.1 TERMS OF PAYMENT
For All Orders
Customer agrees to pay the entire net amount of each invoice from Eagle
Electronics pursuant to the terms of each such invoice, without offset or
deduction. Orders are subject to credit approval by Eagle Electronics, which
may in its sole discretion at any time change the terms of Customer's credit,
require payment in cash, bank wire transfer/EFT or by official bank check,
and/or require payment of any or all amounts due or to become due for
Customer's order before shipment of any or all of the Products. If Eagle
Electronics reasonably believes that the Customer's ability to make payments
may be impaired or if Customer fails to pay any invoice when due, Eagle
Electronics may suspend delivery of any order or any remaining balance thereof,
until such payment is made or cancel any order or any remaining balance
thereof. Customer will remain liable to pay for any Products already shipped
and all Non-Standard Products ordered by Customer. Customer agrees to submit
such financial information as Eagle Electronics may reasonably require for
determination of credit terms and/or continuation of credit terms. Checks are
accepted subject to collection and the date of collection will be deemed the
date of payment. Any check received from Customer may be applied by Eagle
Electronics against any obligation owing by Customer to Eagle Electronics under
this or any other contract, regardless of any statement appearing on or
referring to such check, without discharging Customer's liability for any
additional amounts owing by Customer to Eagle Electronics. The acceptance by Eagle
Electronics of such check will not constitute a waiver of Eagle Electronics's
right to pursue the collection of any remaining balance. Invoices not paid when
due will bear interest to date of payment at the annual rate of eighteen (24%)
percent or such lower rate as may be the maximum permitted by law. If Customer
fails to make payment when due, Eagle Electronics may pursue any legal or
equitable remedies, in which event Eagle Electronics will be entitled to
reimbursement of costs for collection and reasonable attorneys' fees. There is
a 1000/- (INR) service charge on all returned checks.
4. SALES TAX
Indian Shipments
When required by law Eagle Electronics will collect Central, State and/or Local
sale, use, excise, and other taxes that apply to a Customer's shipment. These
taxes are in addition to the purchase price of the Products subject to an
order. Customer will remit the correct tax unless customer is tax exempt and Eagle
Electronics has a valid signed tax exemption certificate on file.
INTERNATIONAL Shipments
All applicable VAT, PST, HST, and/or GST charges along with brokerage fees will
be the responsibility of the Customer and due at the time of delivery.
5. DELIVERY AND TITLE
All shipments by Eagle Electronics are F.O.B. point of shipment from Eagle
Electronics's facility and the amount of all transportation charges will be
paid to Eagle Electronics by the Customer in addition to the purchase price of
the Products. Subject to Eagle Electronics's right of stoppage in transit,
delivery of the Products to the carrier will constitute delivery to Customer
and title and risk of loss will pass to Customer. Eagle Electronics will make
reasonable efforts to initiate shipment and schedule delivery as close as
possible to Customer's requested delivery date(s). Customer acknowledges that
delivery dates provided by Eagle Electronics are estimates only and that Eagle
Electronics will not be liable for failure to deliver on such dates. Selection
of the carrier and delivery route will be made by Eagle Electronics unless
specifically designated by Customer. Eagle Electronics reserves the right to
make deliveries in installments. Delay in delivery of one installment will not
entitle Customer to cancel any other installment(s). Delivery of any
installment of Products within thirty (30) days after the date requested will
constitute a timely delivery. Delivery of a quantity that varies from the
quantity specified shall not relieve Customer of the obligation to accept
delivery and pay for the Products delivered.
6. Eagle Electronics'S LIMITED
WARRANTY
Eagle Electronics agrees to transfer to Customer whatever transferable
warranties Eagle Electronics receives from the manufacturer of Products sold to
Customer. Eagle Electronics makes no other warranty, express or implied, with
respect to the Products. IN PARTICULAR, Eagle Electronics MAKES NO WARRANTY
RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS
FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT. Eagle Electronics's
liability arising out of any sale of products to Customer is expressly limited
to either (1) Refund of the purchase price paid by Customer for such Products
(without interest), or (2) Repair and/or replacement of such Products, at Eagle
Electronics's election, with such remedies exclusive and in lieu of all others.
Warranty does not include failed Integrated Circuits or GSM module or GPS
module on the board. Customer must notify Eagle Electronics within 30 days from
date of shipment of any defective product. This warranty is in lieu of any and
all other warranties, whether oral, written, expressed, implied or statutory.
Implied warranties of fitness for a particular purpose and merchantability are
specifically excluded and shall not apply. Customer's obligations and Eagle
Electronics's remedies with respect to defective or nonconforming products, are
solely and exclusively as stated herein. Furthermore, no warranty will apply if
the Product has been subject to misuse, static discharge, neglect, accident,
modification, or has been soldered or altered in any way.
7. Eagle Electronics CORPORATE RoHS
COMPLIANCE AND LEAD-FREE POLICY
It is the policy of Eagle Electronics to identify and offer products to the
Customer as RoHS Compliant or Lead Free, only after specific requirements have
been met. Eagle Electronics performs no testing of product and relies solely on
the manufacturer of the product for identification of RoHS Compliance and for
absence of lead. Furthermore, Eagle Electronics makes no warranty,
certification or declaration of compliance concerning said Products. Product is
advertised or offered as RoHS Complaint or Lead-Free only after sufficient
evidence is received from the component manufacturer; and any inventory, either
in a bin or on order, has been determined to be RoHS compliant and/or Lead
Free. Any relevant evidence will be filed and maintained for at least four
years from the date of receipt. Eagle Electronics defines the term
"RoHS" as supplier declared compliance to all restricted hazardous
substance regulations under the ELV, WEEE or RoHS EU directives, regulations or
laws. Eagle Electronics defines the term "Lead Free" as pertaining to
any product that has been declared by a Supplier to be "Lead Free".
All statements by Eagle Electronics of RoHS compliance are based on producer
documentation.
7a. Eagle Electronics CORPORATE WEEE
POLICY
Eagle Electronics is not registered as a "producer" in the European
Union, and does not provide a WEEE recycling program within the EU. A very
small number of products that Eagle Electronics sells are subject to the European
Union Directive 2002/96/EC known as WEEE. Therefore, it is the policy of Eagle
Electronics to not export or place on the market, EEE classified products (as
defined by EU Directive 2002/96/EC) to Customers within the European Union
member countries.
7b. PRODUCT COUNTRY OF ORIGIN
Eagle Electronics maintains Country of Origin information on all products in
its inventory. This information is provided to customers on request. Our
manufacturers do not provide Eagle Electronics with the country of origin of
each raw material or subcomponent that is incorporated into the Manufacturer's
final product.
8. LIMITATION OF LIABILITIES
IN NO EVENT SHALL Eagle Electronics BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES OF ANY NATURE including, but not limited to, damages
resulting from loss of profit or revenue, recall costs, claims for service
interruptions or failure to supply downtime, testing, installation or removal
costs, costs of substitute products, property damage, personal injury, death or
legal expenses. Customer's recovery from Eagle Electronics for any claim shall
not exceed the purchase price paid by Customer for the goods, irrespective of
the nature of the claim, whether in warrant, contract or otherwise. CUSTOMER
SHALL INDEMNIFY, DEFEND AND HOLD Eagle Electronics HARMLESS FROM ANY CLAIMS
BROUGHT BY ANY PARTY REGARDING PRODUCTS SUPPLIED BY Eagle Electronics AND
INCORPORATED INTO THE CUSTOMER'S PRODUCT.
9. PRODUCT SAFETY NOTICE AND
RESTRICTIONS
Products are intended for commercial use only. Products are traceable at the
manufacturer's level only. There is no lot level traceability. Eagle
Electronics does not determine the specifications or conduct any performance or
safety testing of any products that it sells. Specification sheets provided to
Customers are produced by the manufacturer or transcribed from information
provided by the manufacturer. Eagle Electronics is not a Qualified
Manufacturers List (QML) supplier or a supplier of Qualified Product Listing
(QPL) components. Customer agrees that all purchases are for commercial or
other applications that do not require QPL components. Any reference to
military specifications in our catalog or on our website is for reference only
and does not modify these terms and conditions. Eagle Electronics does not
participate in any product safety engineering, product safety review or product
safety testing. Eagle Electronics cannot provide any safety testing, safety
evaluation or safety engineering services. Products sold by Eagle Electronics
are not designed, intended or authorized for use in life support, life
sustaining, human implantable, nuclear facilities, flight control systems, or
other applications in which the failure of such Products could result in
personal injury, loss of life or catastrophic property damage. If Customer uses
or sells the Products for use in any such applications: (1) Customer
acknowledges that such use or sale is at Customer's sole risk; (2) Customer
agrees that Eagle Electronics and the manufacturer of the Products are not
liable, in whole or in part, for any claim or damage arising from such use; and
(3) CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD Eagle Electronics AND THE
MANUFACTURER OF THE PRODUCTS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS,
DAMAGES, LOSSES, COSTS, EXPENSES AND LIABILITIES ARISING OUT OF OR IN
CONNECTION WITH SUCH USE OR SALE.
10. STATEMENTS AND ADVICE
If statements or advice, technical or otherwise, are offered or given to
Customer, such statements or advice will be deemed to be given as an
accommodation to Customer and without charge. Eagle Electronics shall have no
responsibility or liability for the content or use of such statements or
advice. Eagle Electronics Technical support is provided by email and,
therefore, extremely limited in scope which prevents us from the direct
participation in the design of any customer products. We do not conduct product
suitability studies or engineering reviews of products that we sell, nor for
the final product that a Customer produces.
11. NON-CANCELABLE/NON-RETURNABLE
PRODUCTS
From time to time, Seller will notify Buyer of a product that is
"NC/NR", (Non-Cancelable/Non-Returnable) upon determining that an
order requires such conditions of sale. Buyer understands that
"NC/NR" products are obtained by Eagle Electronics from the
manufacturer specifically for the buyer. Irrespective of circumstances, the
buyer agrees that "NC/NR" products may not be cancelled, returned or
rescheduled by the buyer without the agreement of both Eagle Electronics's
supplier and the written consent of Eagle Electronics. All products purchased
by Customers classified by Eagle Electronics as an Electronic Component
Distributors or Brokers shall be deemed Non-Cancellable/Non-Returnable.
12. INTELLECTUAL PROPERTY
If an order includes software or other intellectual property, such software or
other intellectual property is provided by Eagle Electronics to Customer
subject to the copyright and user license, the terms and conditions of which
are set forth in the license agreement accompanying such software or other
intellectual property. Nothing herein shall be construed to grant any rights or
license to use any software or other intellectual property in any manner or for
any purpose not expressly permitted by such license agreement. Unopened
software may be returned for credit. Opened software may not be returned unless
defective.
13. FORCE MAJEURE
Eagle Electronics will not be liable for delays in delivery or for failure to
perform its obligations due to causes beyond its reasonable control including,
but not limited to, product allocations, material shortages, labor disputes,
transportation delays, unforeseen circumstances, acts of God, acts or omissions
of other parties, acts or omissions of civil or military authorities,
Government priorities, fires, strikes, floods, severe weather conditions,
computer interruptions, terrorism, epidemics, quarantine restrictions, riots or
war. Eagle Electronics's time for delivery or performance will be extended by
the period of such delay or Eagle Electronics may, at its option, cancel any
order or remaining part thereof, without liability by giving notice to
Customer.
14. EXPORT CONTROL
Eagle Electronics is committed to compliance with all Indian Export Regulations
and Laws. Eagle Electronics will not sell or ship to individuals or
organizations identified as Specially Designated Nationals and Blocked Persons.
Eagle Electronics will not sell or ship products prohibited under Export
Administration Regulations to individuals or organizations. Eagle Electronics
will not seek export licenses pursuant to Export Administration Regulations. Eagle
Electronics participates in BIS Export Enforcement and OFAC transaction
reporting. Furthermore, Eagle Electronics prohibits the re-export, brokering or
transshipment of its products to any individual, organization or country
prohibited by the OFAC or BIS. The sale, resale or other disposition of
Products, and any related technology or documentation, are subject to the
export control laws, regulations and orders of the India and may be subject to
the export and/or import control laws and regulations of other countries. Customer
agrees to comply with all such laws, regulations and orders. Customer further
acknowledges that it shall not directly or indirectly export any Products to
any country to which such export or transmission is restricted or prohibited.
Customer acknowledges its responsibility to obtain any license to export,
re-export or import as may be required.
14.1 Export Classification Disclaimer
Any use made of Eagle Electronics classifications, whether it be ECCNs or any
variation of Harmonized Tariff codes, is without recourse to Eagle Electronics
and at the user's risk. Export classifications are subject to change. If you
export or re-export, your company, as the exporter of record, is responsible
for determining the correct classification of any item at the time of export.
Any export classification by Eagle Electronics is for Eagle Electronics?s
internal use only and shall not be construed as a representation or warranty
regarding the proper export classification nor relied upon to make licensing
determinations.
15. GENERAL
The Terms and Conditions may not be modified or cancelled without Eagle
Electronics's written agreement. Accordingly, goods furnished and services
rendered by Eagle Electronics are sold only on the terms and conditions stated
herein. The sale of Products hereunder will be governed by the Terms and
Conditions, notwithstanding contrary or additional terms and conditions in any
order purchase order, planning schedule, acknowledgment, confirmation or any
other form or document issued by either party affecting the purchase and/or
sale of Products. Notwithstanding any terms and conditions on Customer's order,
the information and conditions on the Credit Application are controlling over
Customer and Eagle Electronics. Any conflicting statements or terms listed on
the Customer purchase orders, invoices, confirmations or other Customer
generated documents ("Customer Documents"), whether heretofore or
hereafter submitted, are negated by submission of the Credit Application and
the issuance of credit by Eagle Electronics, and all different or additional
terms and conditions contained in any Customer Documents are hereby objected to
by Eagle Electronics. Eagle Electronics's performance of any contract is
expressly made conditional on Customer's agreement to Eagle Electronics's Terms
and Conditions of Sale, unless otherwise specifically agreed upon in writing by
Eagle Electronics. In the absence of such agreement, commencement of
performance and/or delivery shall be for Customer's convenience only and shall
not be deemed or construed to be acceptance of Customer's terms and conditions
or any of them. If a contract is not earlier formed by mutual agreement in
writing, acceptance by Customer of any goods or services shall be deemed
acceptance by Customer of the terms and conditions stated herein. No rights,
duties, agreements or obligations hereunder, may be assigned or transferred by
operation of law, merger or otherwise, without the prior written consent of Eagle
Electronics. The obligations, rights, terms and conditions hereof will be
binding on the parties hereto and their respective successors and assigns. The
waiver or breach of any term, condition or covenant hereof, or default under
any provision hereof, will not be deemed to constitute a waiver of any other
term, condition, or covenant contained herein, or of any subsequent breach or
default of any kind or nature. 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 provisions hereof in that jurisdiction, or affecting
the validity or enforceability of such provision in any other jurisdiction. The
Terms and Conditions will be governed by and construed in accordance with the
laws of the state of Tamil nadu and the applicable laws of the India.