Terms of Sale
This article is the Terms & Conditions for Baiyuand to sell products (products). Baiyuand's customers ("Customers") are required to read the following sales terms in detail.
1. ACCEPTANCE AND CANCELLATION OF ORDERS
All orders must be accepted in writing by Baiyuand or Baiyuand's duly authorized agent, and any written application for orders received at Baiyuand is not truly accepted.
With the written consent of Baiyuand, the customer can cancel an order accepted by Baiyuand, but the product of the order must not be a "NC/NR" or "non-cancelable/non-returnable" product, not a non-standard product/customized product, and not subject to the purchase agreement Of restrained products. Non-standard products/customized products are defined as special orders, customized orders, non-standard product orders, non-conventional inventory products or value-added product orders. Non-standard products are non-cancellable and non-refundable. If the order is cancelled or otherwise withdrawn for any reason, and does not limit any other remedies that Baiyuand may have due to such cancellation or other withdrawal, the reasonable cancellation or restocking fee shall include all expenses and commitments incurred by Baiyuand, and The customer pays to Baiyuand. The customer's request for rescheduling is subject to Baiyuand's sole discretion to accept it. After Baiyuand submits the order to the transportation carrier, the order cannot be cancelled or rescheduled. Baiyuand reserves the right to allocate sales and limit the number of selected products among its customers at its sole discretion.
1a. Return Policy
Returns are generally completed within 30 days after the date of shipment. If Baiyuand has reviewed and agreed to accept the return, the return shipping fee must be prepaid by the customer. Baiyuand does not accept COD shipments. Certain products may need to be returned directly to the original manufacturer. All items must remain in their original packaging and in a re-saleable state. Before returning the product, please contact our sales representative to obtain the returned material authorization number and solution instructions.
The above statement regarding returns does not apply to non-cancellable/non-returnable products, and non-standard products/customized products. (See the "Non-cancellable/Non-Returnable Products" section of these terms.)
1b. Counterfeit Products Prevention Clause
Only products originally shipped from Baiyuand, or products shipped by Baiyuand instructed by the supplier (drop-ship) will be returned to Baiyuand. Customers need to prove that the product was purchased from Baiyuand and that there is no substitute for the same product from other suppliers, distributors or other such product sources before the product can be returned to Baiyuand. The returned goods should be in the original packaging (manufacturer packaging or Baiyuand packaging), in an unused state (except for defective ones). Except under controlled conditions, ESD sensitive products should not be opened.
2. Price
Orders are charged at the price in effect at the time of shipment. The price will be in accordance with Baiyuand's regulations and apply to the period specified in Baiyuand's quotation. If no deadline is specified, the quotation will generally apply for 30 days. If the market fluctuates significantly in a short period of time, resulting in an increase in Baiyuand's cost or other circumstances beyond Baiyuand's control, the price may increase. If the customer's actual purchase quantity does not reach the quantity based on the previous quotation, the customer will pay the non-discounted price of the actual purchase quantity, as well as additional payment for other necessary expenses for a single purchase. The price does not include taxes and other fees, including sales, usage, consumption tax, value-added tax and similar taxes, or other fees levied by any government agency, international shipping, freight forwarding and brokerage fees, bank fees, consular fees and documents Expenses etc.
3. TERMS OF PAYMENT
All payments must be made in the currency recorded on the original invoice. Accepted credit cards include major credit cards, shopping cards and major bank debit cards, including VISA, MasterCard, American Express, Diners Club, JCB, etc. Credit card settlement information must be verified by the new customer before shipment. Companies, schools and agencies can make payment within 30 days through the three references or the methods specified by Baiyuand. Prepaid wire transfer/electronic transfer/form: Customers can transfer funds to our bank. After placing the order, we will send a proforma invoice by email, which includes our bank information, the total amount of the goods and the shipping cost. We will reserve 72 hours of inventory for your order on the order waiting for funds. If no funds are received, the order will be cancelled after 20 working days. The customer is responsible for duties and taxes.
Supplementary description of payment terms
Customer agrees to pay the entire net amount of each invoice from Baiyuand pursuant to the terms of each such invoice, without offset or deduction. Orders are subject to credit approval by Baiyuand, 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 Baiyuand reasonably believes that the Customer's ability to make payments may be impaired or if Customer fails to pay any invoice when due, Baiyuand 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 Baiyuand 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 Baiyuand against any obligation owing by Customer to Baiyuand 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 Baiyuand. The acceptance by Baiyuand of such check will not constitute a waiver of Baiyuand'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, Baiyuand may pursue any legal or equitable remedies, in which event Baiyuand 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 Baiyuand 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 Baiyuand 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
All shipments by Baiyuand are F.O.B. point of shipment from Baiyuand's facility and the amount of all transportation charges will be paid to Baiyuand by the Customer in addition to the purchase price of the Products. Subject to Baiyuand'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. Baiyuand 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 Baiyuand are estimates only and that Baiyuand will not be liable for failure to deliver on such dates. Selection of the carrier and delivery route will be made by Baiyuand unless specifically designated by Customer. Baiyuand 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. BAIYUAND'S LIMITED WARRANTY
Baiyuand agrees to transfer to Customer whatever transferable warranties Baiyuand receives from the manufacturer of Products sold to Customer. Baiyuand makes no other warranty, express or implied, with respect to the Products. In particular, Baiyuand makes no warranty respecting the merchantability of the products or their suitability or fitness ofr any particular purpose of use or respecting infringement infringement. Baiyuand'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 Baiyuand's election, with such remedies exclusive and in lieu of all others. Customer must notify Baiyuand 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 Baiyuand'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. BAIYUAND CORPORATE RoHS COMPLIANCE AND LEAD-FREE POLICY
It is the policy of Baiyuand Electronics to identify and offer products to the Customer as RoHS Compliant or Lead Free, only after specific requirements have been met. Baiyuand 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, Baiyuand 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. Baiyuand 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. Baiyuand defines the term "Lead Free" as pertaining to any product that has been declared by a Supplier to be "Lead Free". All statements by Baiyuand of RoHS compliance are based on producer documentation.
7a. BAIYUAND CORPORATE WEEE POLICY
Baiyuand 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 Baiyuand sells are subject to the European Union Directive 2002/96/EC known as WEEE. Therefore, it is the policy of Baiyuand 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
Baiyuand 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 Baiyuand 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 BAIYUAND 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 Baiyuand 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 BAIYUAND HARMLESS FROM ANY CLAIMS BROUGHT BY ANY PARTY REGARDING PRODUCTS SUPPLIED BY BAIYUAND AND INCORPORATED INTO THE CUSTOMER'S PRODUCT.
9. PRODUCT SAFETY NOTICE AND RESTRICTIONS
Products are intended for commercial use only. Products are traceable to the OEM manufacturer and Lot/Date Code where available and when requested at the time of customer order. Baiyuand 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. Baiyuand 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. Baiyuand does not participate in any product safety engineering, product safety review or product safety testing. Baiyuand cannot provide any safety testing, safety evaluation or safety engineering services. Products sold by Baiyuand 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. This includes, but is not limited to, Class III medical devices as defined by the US Food and Drug Administration (FDA) and Federal Aviation Administration (FAA) or other airworthiness applications. 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 Baiyuand and the manufacturer of the Products are not liable, in whole or in part, for any claim or damage arising from such use; (3)CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD BAIYUAND 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. Baiyuand shall have no responsibility or liability for the content or use of such statements or advice. Baiyuand Technical support is provided by telephone 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 Baiyuand 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 Baiyuand's supplier and the written consent of Baiyuand Electronics. Any Mil-Spec product purchased from Baiyuand Electronics is Non-Cancelable/Non-Returnable. Products labeled as moisture sensitive are NC/NR if the packaging has been opened. All products purchased by Customers classified by Baiyuand Electronics as 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 Baiyuand 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
Baiyuand 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. Baiyuand's time for delivery or performance will be extended by the period of such delay or Baiyuand may, at its option, cancel any order or remaining part thereof, without liability by giving notice to Customer.
14. EXPORT CONTROL
Baiyuand Electronics is committed to compliance with all U.S. Export Regulations and Laws. Baiyuand will not sell or ship to countries embargoed by the?U.S. Treasury Office of Foreign Asset Control (OFAC). Baiyuand will not sell or ship to individuals or organizations identified by the U.S. Treasury as Specially Designated Nationals and Blocked Persons. Baiyuand will not sell or ship products prohibited under Export Administration Regulations to individuals or organizations identified by the?U.S. Department of Commerce, Bureau of Industry and Security (BIS). Baiyuand will not seek export licenses pursuant to Export Administration Regulations. Baiyuand participates in BIS Export Enforcement and OFAC transaction reporting. Furthermore, Baiyuand 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 United States 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 Baiyuand classifications, whether it be ECCNs or any variation of Harmonized Tariff codes, is without recourse to Baiyuand 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 Baiyuand is for Baiyuand’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 Baiyuand's written agreement. Accordingly, goods furnished and services rendered by Baiyuand 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 Baiyuand. 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 Baiyuand, and all different or additional terms and conditions contained in any Customer Documents are hereby objected to by Baiyuand. Baiyuand's performance of any contract is expressly made conditional on Customer's agreement to Baiyuand's Terms and Conditions of Sale, unless otherwise specifically agreed upon in writing by Baiyuand. 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 Baiyuand. 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 Texas and the applicable laws of the United States.
1. ACCEPTANCE AND CANCELLATION OF ORDERS
All orders must be accepted in writing by Baiyuand or Baiyuand's duly authorized agent, and any written application for orders received at Baiyuand is not truly accepted.
With the written consent of Baiyuand, the customer can cancel an order accepted by Baiyuand, but the product of the order must not be a "NC/NR" or "non-cancelable/non-returnable" product, not a non-standard product/customized product, and not subject to the purchase agreement Of restrained products. Non-standard products/customized products are defined as special orders, customized orders, non-standard product orders, non-conventional inventory products or value-added product orders. Non-standard products are non-cancellable and non-refundable. If the order is cancelled or otherwise withdrawn for any reason, and does not limit any other remedies that Baiyuand may have due to such cancellation or other withdrawal, the reasonable cancellation or restocking fee shall include all expenses and commitments incurred by Baiyuand, and The customer pays to Baiyuand. The customer's request for rescheduling is subject to Baiyuand's sole discretion to accept it. After Baiyuand submits the order to the transportation carrier, the order cannot be cancelled or rescheduled. Baiyuand reserves the right to allocate sales and limit the number of selected products among its customers at its sole discretion.
1a. Return Policy
Returns are generally completed within 30 days after the date of shipment. If Baiyuand has reviewed and agreed to accept the return, the return shipping fee must be prepaid by the customer. Baiyuand does not accept COD shipments. Certain products may need to be returned directly to the original manufacturer. All items must remain in their original packaging and in a re-saleable state. Before returning the product, please contact our sales representative to obtain the returned material authorization number and solution instructions.
The above statement regarding returns does not apply to non-cancellable/non-returnable products, and non-standard products/customized products. (See the "Non-cancellable/Non-Returnable Products" section of these terms.)
1b. Counterfeit Products Prevention Clause
Only products originally shipped from Baiyuand, or products shipped by Baiyuand instructed by the supplier (drop-ship) will be returned to Baiyuand. Customers need to prove that the product was purchased from Baiyuand and that there is no substitute for the same product from other suppliers, distributors or other such product sources before the product can be returned to Baiyuand. The returned goods should be in the original packaging (manufacturer packaging or Baiyuand packaging), in an unused state (except for defective ones). Except under controlled conditions, ESD sensitive products should not be opened.
2. Price
Orders are charged at the price in effect at the time of shipment. The price will be in accordance with Baiyuand's regulations and apply to the period specified in Baiyuand's quotation. If no deadline is specified, the quotation will generally apply for 30 days. If the market fluctuates significantly in a short period of time, resulting in an increase in Baiyuand's cost or other circumstances beyond Baiyuand's control, the price may increase. If the customer's actual purchase quantity does not reach the quantity based on the previous quotation, the customer will pay the non-discounted price of the actual purchase quantity, as well as additional payment for other necessary expenses for a single purchase. The price does not include taxes and other fees, including sales, usage, consumption tax, value-added tax and similar taxes, or other fees levied by any government agency, international shipping, freight forwarding and brokerage fees, bank fees, consular fees and documents Expenses etc.
3. TERMS OF PAYMENT
All payments must be made in the currency recorded on the original invoice. Accepted credit cards include major credit cards, shopping cards and major bank debit cards, including VISA, MasterCard, American Express, Diners Club, JCB, etc. Credit card settlement information must be verified by the new customer before shipment. Companies, schools and agencies can make payment within 30 days through the three references or the methods specified by Baiyuand. Prepaid wire transfer/electronic transfer/form: Customers can transfer funds to our bank. After placing the order, we will send a proforma invoice by email, which includes our bank information, the total amount of the goods and the shipping cost. We will reserve 72 hours of inventory for your order on the order waiting for funds. If no funds are received, the order will be cancelled after 20 working days. The customer is responsible for duties and taxes.
Supplementary description of payment terms
Customer agrees to pay the entire net amount of each invoice from Baiyuand pursuant to the terms of each such invoice, without offset or deduction. Orders are subject to credit approval by Baiyuand, 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 Baiyuand reasonably believes that the Customer's ability to make payments may be impaired or if Customer fails to pay any invoice when due, Baiyuand 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 Baiyuand 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 Baiyuand against any obligation owing by Customer to Baiyuand 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 Baiyuand. The acceptance by Baiyuand of such check will not constitute a waiver of Baiyuand'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, Baiyuand may pursue any legal or equitable remedies, in which event Baiyuand 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 Baiyuand 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 Baiyuand 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
All shipments by Baiyuand are F.O.B. point of shipment from Baiyuand's facility and the amount of all transportation charges will be paid to Baiyuand by the Customer in addition to the purchase price of the Products. Subject to Baiyuand'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. Baiyuand 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 Baiyuand are estimates only and that Baiyuand will not be liable for failure to deliver on such dates. Selection of the carrier and delivery route will be made by Baiyuand unless specifically designated by Customer. Baiyuand 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. BAIYUAND'S LIMITED WARRANTY
Baiyuand agrees to transfer to Customer whatever transferable warranties Baiyuand receives from the manufacturer of Products sold to Customer. Baiyuand makes no other warranty, express or implied, with respect to the Products. In particular, Baiyuand makes no warranty respecting the merchantability of the products or their suitability or fitness ofr any particular purpose of use or respecting infringement infringement. Baiyuand'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 Baiyuand's election, with such remedies exclusive and in lieu of all others. Customer must notify Baiyuand 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 Baiyuand'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. BAIYUAND CORPORATE RoHS COMPLIANCE AND LEAD-FREE POLICY
It is the policy of Baiyuand Electronics to identify and offer products to the Customer as RoHS Compliant or Lead Free, only after specific requirements have been met. Baiyuand 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, Baiyuand 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. Baiyuand 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. Baiyuand defines the term "Lead Free" as pertaining to any product that has been declared by a Supplier to be "Lead Free". All statements by Baiyuand of RoHS compliance are based on producer documentation.
7a. BAIYUAND CORPORATE WEEE POLICY
Baiyuand 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 Baiyuand sells are subject to the European Union Directive 2002/96/EC known as WEEE. Therefore, it is the policy of Baiyuand 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
Baiyuand 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 Baiyuand 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 BAIYUAND 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 Baiyuand 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 BAIYUAND HARMLESS FROM ANY CLAIMS BROUGHT BY ANY PARTY REGARDING PRODUCTS SUPPLIED BY BAIYUAND AND INCORPORATED INTO THE CUSTOMER'S PRODUCT.
9. PRODUCT SAFETY NOTICE AND RESTRICTIONS
Products are intended for commercial use only. Products are traceable to the OEM manufacturer and Lot/Date Code where available and when requested at the time of customer order. Baiyuand 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. Baiyuand 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. Baiyuand does not participate in any product safety engineering, product safety review or product safety testing. Baiyuand cannot provide any safety testing, safety evaluation or safety engineering services. Products sold by Baiyuand 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. This includes, but is not limited to, Class III medical devices as defined by the US Food and Drug Administration (FDA) and Federal Aviation Administration (FAA) or other airworthiness applications. 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 Baiyuand and the manufacturer of the Products are not liable, in whole or in part, for any claim or damage arising from such use; (3)CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD BAIYUAND 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. Baiyuand shall have no responsibility or liability for the content or use of such statements or advice. Baiyuand Technical support is provided by telephone 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 Baiyuand 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 Baiyuand's supplier and the written consent of Baiyuand Electronics. Any Mil-Spec product purchased from Baiyuand Electronics is Non-Cancelable/Non-Returnable. Products labeled as moisture sensitive are NC/NR if the packaging has been opened. All products purchased by Customers classified by Baiyuand Electronics as 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 Baiyuand 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
Baiyuand 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. Baiyuand's time for delivery or performance will be extended by the period of such delay or Baiyuand may, at its option, cancel any order or remaining part thereof, without liability by giving notice to Customer.
14. EXPORT CONTROL
Baiyuand Electronics is committed to compliance with all U.S. Export Regulations and Laws. Baiyuand will not sell or ship to countries embargoed by the?U.S. Treasury Office of Foreign Asset Control (OFAC). Baiyuand will not sell or ship to individuals or organizations identified by the U.S. Treasury as Specially Designated Nationals and Blocked Persons. Baiyuand will not sell or ship products prohibited under Export Administration Regulations to individuals or organizations identified by the?U.S. Department of Commerce, Bureau of Industry and Security (BIS). Baiyuand will not seek export licenses pursuant to Export Administration Regulations. Baiyuand participates in BIS Export Enforcement and OFAC transaction reporting. Furthermore, Baiyuand 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 United States 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 Baiyuand classifications, whether it be ECCNs or any variation of Harmonized Tariff codes, is without recourse to Baiyuand 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 Baiyuand is for Baiyuand’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 Baiyuand's written agreement. Accordingly, goods furnished and services rendered by Baiyuand 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 Baiyuand. 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 Baiyuand, and all different or additional terms and conditions contained in any Customer Documents are hereby objected to by Baiyuand. Baiyuand's performance of any contract is expressly made conditional on Customer's agreement to Baiyuand's Terms and Conditions of Sale, unless otherwise specifically agreed upon in writing by Baiyuand. 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 Baiyuand. 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 Texas and the applicable laws of the United States.