BINDING TERMS AND CONDITIONS OF SALE
The following are the terms and conditions ("Terms and Conditions") for the sale of products ("Products") by Brave Electronics Limited. ("Brave") to Brave's customers ("Customers").
1. ACCEPTANCE AND CANCELLATION OF ORDERS
All orders are subject to acceptance in writing by Brave or a duly authorized agent of Brave. Any written acknowledgement of receipt of an order shall not, in and of itself, constitute such acceptance. Orders accepted by Brave may be cancelled by Customer upon written consent of Brave 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 Brave 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 Brave, and shall be paid by Customer to Brave. Customer requests to reschedule are subject to acceptance by Brave in its sole discretion. Orders may not be canceled or rescheduled after the order has been submitted by Brave to the shipment carrier. Brave 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
Returns are normally accepted when completed within 30 days of the ship date. If Brave agrees to accept a return, return freight charges must be prepaid by customer. Brave will not accept COD shipments. Some products may require return directly to the manufacturer. All items must be in the original packaging and in resalable condition. Contact a sales representative for a Return Materials Authorization Number and addressing instructions prior to returning product. Any ESD sensitive product returned that has not been handled properly will not be eligible for credit. 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 Brave or from a supplier at Brave's direction (drop-ship) will be returned to Brave. All others will be promptly quarantined and disposed of or returned to the customer. By a Customer returning products to Brave, the Customer certifies that the products were purchased from Brave 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 Brave), 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 Brave and will be applicable for the period specified in Brave '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 Brave 's costs or other circumstances beyond Brave '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 via net thirty (30) days is available to businesses, schools, and agencies with three references or as otherwise specified by Worldway. 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 and shipping charges. We will reserve stock for your order for 72 hours on orders awaiting funds. Orders will be canceled 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 Brave pursuant to the terms of each such invoice, without offset or deduction. Orders are subject to credit approval by Brave, 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 Brave reasonably believes that the Customer's ability to make payments may be impaired or if Customer fails to pay any invoice when due, Brave 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 Brave 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 Brave against any obligation owing by Customer to Brave 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 Brave. The acceptance by Brave of such check will not constitute a waiver of Brave'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 (18%) percent or such lower rate as may be the maximum permitted by law. If Customer fails to make payment when due, Brave may pursue any legal or equitable remedies, in which event Brave will be entitled to reimbursement of costs for collection and reasonable attorneys' fees. There is a $25 (USD) service charge on all returned checks.
4. SALES TAX
US Shipments
When required by law Brave will collect Federal, 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 Brave 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 Brave are F.O.B. point of shipment from Brave's facility and the amount of all transportation charges will be paid to Brave by the Customer in addition to the purchase price of the Products. Subject to Brave'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. Brave 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 Brave are estimates only and that Brave will not be liable for failure to deliver on such dates. Selection of the carrier and delivery route will be made by Brave unless specifically designated by Customer. Brave 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. BRAVE'S LIMITED WARRANTY
Brave agrees to transfer to Customer whatever transferable warranties Brave receives from the manufacturer of Products sold to Customer. Brave makes no other warranty, express or implied, with respect to the Products. IN PARTICULAR, Brave MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT. Brave'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 Brave's election, with such remedies exclusive and in lieu of all others. Customer must notify Brave within 90 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 Brave'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. BRAVE CORPORATE RoHS COMPLIANCE AND LEAD-FREE POLICY
It is the policy of Brave Electronics to identify and offer products to the Customer as RoHS Compliant or Lead Free, only after specific requirements have been met. Brave 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, Brave 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. Brave 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. Brave defines the term "Lead Free" as pertaining to any product that has been declared by a Supplier to be "Lead Free". All statements by Brave of RoHS compliance are based on producer documentation.
7a. BRAVE CORPORATE WEEE POLICY
Brave 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 Brave sells are subject to the European Union Directive 2002/96/EC known as WEEE. Therefore, it is the policy of Brave 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
Brave Electronics maintains Country of Origin information on all products in its inventory. This information is provided to customers on product labels and product shipping documents. This information is based on manufacturer-provided information according to US Treasury, US Customs Regulations. Our manufacturers do not provide Brave 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 Brave 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 Brave 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 Brave HARMLESS FROM ANY CLAIMS BROUGHT BY ANY PARTY REGARDING PRODUCTS SUPPLIED BY Brave AND INCORPORATED INTO THE CUSTOMER'S PRODUCT.