Sales
The sale of products and services (“Products”) by IBuyXS LLC and its divisions, subsidiaries, and affiliates (“IBuyXS”) are subject to these terms and conditions (“Agreement”) regardless of other or additional terms or conditions that conflict with or contradict this Agreement in any purchase order, document, or other communication (“Order”). Preprinted terms and conditions on any document of customer (“Customer”) (for example: Orders or confirmations) and/or IBuyXS’s failure to object to conflicting or additional terms will not change or add to the terms of this Agreement.
IBUYXS’S LIMITED WARRANTY. IBuyXS will pass through to Customer any transferable Product warranties provided to IBuyXS by the manufacturer for repair or replacement. In no case shall IBuyXS be liable to pay an amount greater than that credited by the product manufacturer, less any outstanding invoices. If required by law, IBuyXS warrants that at the time of delivery, the Products shall have the specifications stated by the manufacturer in its published data sheet for the Products for 30 days from delivery of Products. To the extent permitted by law, IBuyXS makes no other warranty, express or implied, such as warranty of merchantability, fitness for purpose or non-infringement. Customer’s sole remedies for breach of IBuyXS’s warranty are, at IBuyXS’s choice: (i) repair the Products; (ii) replace the Products at no cost to Customer; or (iii) refund Customer the purchase price of the Products.
PRODUCT RETURN. Customer may return Products to IBuyXS only with a return material authorization (“RMA”) number issued by IBuyXS. Customer must notify IBuyXS in writing of any damage to the outer packaging or the Products, shortage, or other discrepancy (“Visual Defect”) within 3 days after receipt of the shipment; otherwise, Customer is deemed to have accepted the Products and may not revoke acceptance. RMAs will be issued only for Visual Defects created solely by IBuyXS or the original manufacturer, and only if Customer satisfies the notice requirement. RMAs will not be granted for damage, shortage, or other discrepancy created by Customer, the carrier or freight provider, or any other third party. Product return pursuant to a warranty requires written notice from Customer to IBuyXS within the warranty period detailing the Product defect as well as a test report from a certified test house with expertise in the subject product. Customer must return the Products to IBuyXS freight prepaid in original manufacturer’s shipping cartons or equivalent, along with acceptable proof of purchase, within the warranty period and as specified in the RMA. At IBuyXS’s discretion, IBuyXS will return all Products not eligible for return to Customer, freight collect, or hold Product for Customer’s account at Customer’s expense
LIMITATION OF LIABILITY. IBuyXS LLC’s liability to Customer is limited to Customer’s direct damages up to an amount not exceeding the price of the Product at issue. This limitation of liability does not apply in case of death or personal injury caused by IBuyXS LLC’s negligence. IBuyXS LLC is not liable for and Customer is not entitled to any indirect, special, incidental or consequential damages (for example, loss of profits or revenue, loss of data, loss of use, rework, repair, manufacturing expense, costs of product recall, injury to reputation or loss of customers). To the extent IBuyXS LLC cannot lawfully disclaim any implied or statutory warranties, Customer’s statutory rights are not affected by this limitation of liability.
USE OF PRODUCTS. Customer shall comply with the manufacturer’s or supplier’s Product specifications. Products are not authorized for use in critical safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life, or serious property damage. If Customer uses or sells the Products for use in any such applications or fails to comply with the manufacturer’s Product specifications, Customer acknowledges that such use, sale, or non-compliance is at Customer’s sole risk.
EXPORT/IMPORT. If these parts are to be exported out of the U.S. you are responsible to ensure that these commodities, technologies, or software are exported from the United States in accordance with the export administration regulations. Diversion contrary to the U.S. law is prohibited. All tariffs and duties are the responsibility of the customer and under no circumstances will iBuyXS be responsible for the payment, calculation, or notification of any tariffs due. Customer acknowledges they are solely responsible for tariffs and duties.
iBuyXS’s Terms and Conditions of Purchase
The purchase of products and services (“Products”) by IBuyXS LLC (“IBuyXS”) are subject to these terms and conditions (“Agreement”) regardless of other or additional terms or conditions that conflict with or contradict this Agreement in any purchase order, document, or other communication (“Order”). Preprinted terms and conditions on any document of customer (“Customer”) (for example: Orders or confirmations) and/or IBuyXS’s failure to object to conflicting or additional terms will not change or add to the terms of this Agreement.
1. REVOCATION AND EFFECT OF ORDER. This purchase order (“Order”) may be revoked at any time prior to IBuyXS’ receipt of written acceptance by Seller. This Order expressly limits acceptance to the terms of this Order and IBuyXS hereby objects to any different or additional terms contained in any response to this Order. To the extent that this Order might be treated as an acceptance of Seller’s prior offer, such acceptance is expressly made on condition of assent by Seller to the terms hereof, and the shipment of the products covered by this Order (“Goods”) or work performed by Seller (“Services”) shall constitute such assent. In addition to the other terms in this Order, this Order expressly includes all implied warranties and all of IBuyXS’ remedies set forth in the Uniform Commercial Code and similar laws in other countries. The terms of this Order are the sole and exclusive terms on which IBuyXS agrees to be bound.
2. DELIVERY. Time is of the essence in this Order. Delivery of the Goods and performance of any Services shall be made pursuant to the schedule, via the carrier, and to the place specified on the face hereof unless changed by written instructions from IBuyXS prior to shipment or performance. Seller shall promptly inform IBuyXS of any anticipated delay in shipment or performance. IBuyXS reserves the right to return, shipping charges collect, all Goods received more than one (1) business day in advance of the specified delivery date or after the specified delivery date. If this Order calls for delivery in installments and Seller fails to deliver an installment on the designated delivery date, IBuyXS may decline to accept subsequent installments and terminate the balance of this Order.
3. SHIPPING INSTRUCTIONS. Unless otherwise specified on the face hereof, all Goods shall be packaged by Seller in suitable containers to permit safe transportation and handling. Each delivered container must be labeled and marked to identify contents without opening, and all boxes and packages must contain packing sheets listing contents. IBuyXS’s purchase order number, as well as IBuyXS’s part number(s), must appear on all shipping containers, packing sheets, delivery tickets, and bills of lading. All Goods shall be shipped on carriers certified compliant with C-TPAT (CustomsTrade Partnership Against Terrorism).
4. TITLE AND RISK OF LOSS. Unless otherwise specified on this Order, Goods shall be delivered DDP IBuyXS’s location designated on the face hereof (Incoterms 2010), at which time title and risk of loss on the Goods shall pass to IBuyXS. If any of the ordered Goods are destroyed or materially damaged prior to the time risk of loss passes to IBuyXS, IBuyXS may cancel this Order as to the destroyed or materially damaged Goods or require the prompt delivery of substitute Goods of equal quantity and quality.
5. PRICE AND PAYMENT. The price to be paid by IBuyXS for the Goods shall be that stated on the face hereof. Payment terms shall be net ninety (90) days from IBuyXS’ receipt of Goods or, if applicable, acceptance of Services unless otherwise specified on the face hereof. Seller shall submit invoices by email. Seller invoices must list only one IBuyXS item number and one IBuyXS purchase order number. Unless otherwise specified on the face hereof, the price of the Goods includes all shipping charges, taxes, VAT, duties and packaging. Personal property taxes assessable upon the Goods prior to the receipt by IBuyXS shall be borne by Seller.
6. INSPECTION. IBuyXS shall have thirty (30) days from the date of receipt of the Goods for inspection and acceptance testing. Any Goods not rejected during that initial 30-day period shall be deemed accepted.
7. WARRANTIES. Seller warrants to IBuyXS and its customers that it shall perform all Services hereunder in a competent and professional manner in accordance with the terms of this Order, industry accepted standards and all applicable laws and that the Goods shall be free of liens, new and unused, perform in accordance with all applicable specifications, including Seller’s published specifications, and be free from defects in materials, workmanship and design for a period of two (2) years from IBuyXS’ receipt of such Goods. Seller further warrants it has the capability, experience, registrations, licenses, permits, and governmental approvals required to sell the Goods and perform the Services. Seller will perform the Services in a timely, efficient, professional and workmanlike manner in accordance with the applicable Order and to IBuyXS’ satisfaction. Services include all incidental services and tasks necessary to perform the Order and provide acceptable Services. All Services shall be deemed “works made for hire”. To the extent any of the Services are not deemed “works made for hire” by operation of law, Seller hereby irrevocably assigns, transfers and conveys to IBuyXS without further consideration all of its right, title and interest in such Services, including any related or accompanying documentation and any software or other goods necessary for the provisions of the Services, and all rights of patent, copyright, trade secret or other proprietary rights in such materials. Seller acknowledges that IBuyXS shall have the right to obtain and hold in their own name the intellectual property rights in and to such Services and software. Without limiting IBuyXS’ right to pursue any applicable remedies, Goods not meeting this warranty may in particular be returned to Seller for credit or replacement at Seller’s expense, and at IBuyXS’ option, and Services not meeting this warranty shall be reperformed or fees reimbursed, at IBuyXS’ option. Excessive Failure: Should Goods shipped in any ninety (90)-day period to IBuyXS or should all Goods cumulatively received by IBuyXS experience a failure rate of the lesser of any defective-part-per-million specified in the Order or more than zero point three per cent (0.3% = 3000 DPPM’s) from the same defect or more than zero point five percent (0.5% = 5000 DPPM’s) from cumulative defects, Seller shall prepare a plan for diagnosing and addressing the problem and will be responsible for all costs incurred by IBuyXS and its customers in rectifying such failures, including, without limitation, for engineering changes, testing and field-recovery costs, as well as for all damages.
8. ITEMS FURNISHED BY IBUYXS. Unless otherwise specified by IBuyXS in writing, all designs, tools, patterns, drawings, data, materials, and equipment supplied to Seller or paid for by IBuyXS shall remain the property of IBuyXS, shall be used only for making the Goods or performing the Services for IBuyXS, shall be insured by Seller at replacement value, and shall be returned to IBuyXS in good condition upon completion of this Order. Seller assumes all responsibility for the accuracy of tooling used in the production of the Goods or performance of Services, whether such tooling is fabricated by Seller or furnished by IBuyXS.
9. INDEMNITY. Seller agrees to indemnify, defend and hold IBuyXS and its customers harmless from and against any and all claims, actions, losses, expenses, damages, penalties, fines, liabilities and settlements arising from any actual, alleged or threatened third-party claims relating to (a) any infringement, misappropriation or violation on the part of Seller’s Goods or Services of any third party’s patent, copyright, trade secret, mask work, trademark, trademark rights or any other intellectual property right, (b) personal injury or property damage caused by the Goods or Services, (c) defects in the Goods or Services which amount to a breach of Seller’s warranties in Section 7 or (d) as a result of any negligent or reckless act or willful misconduct of the Seller.
10. CHANGES. IBuyXS may, by purchase order amendment issued to Seller, change (a) the method of shipment or packing, (b) the drawings, designs, or specifications, (c) the place of delivery, or (d) the shipment date. Seller shall promptly inform IBuyXS of any modifications to the delivery schedule necessitated by the changes. If any Goods are designated noncancelable/non-returnable (“NCNR”), IBuyXS may reschedule the delivery of any NCNR Goods at any time up to the time of shipment for a period of up to ninety (90) days beyond the delivery date, and IBuyXS shall not have any liability for any costs associated with such rescheduling. Within three (3) days from receipt of a purchase order amendment, Seller shall notify IBuyXS in writing of any increase or decrease in the cost of performance caused by a purchase order amendment and provide supporting documentation. IBuyXS shall make an equitable adjustment in the Order to reflect valid cost variances due to the changes requested by IBuyXS.
INTERPRETATION. As a result of accepting IBuyXS’ Order, Seller acknowledges that this Order, including the provisions on its face, contains the entire agreement between the parties concerning the purchase and sale of the Goods or provision of Services, or both, as applicable, unless the parties have otherwise negotiated and executed an overriding agreement, in which case the terms in such agreement shall take precedence. Except to the extent IBuyXS has relied upon statements and writings of Seller and Seller’s agents in connection with this Order, there are no oral understandings, representations, or agreements relative to this Order which are not fully expressed herein. Seller warrants that Seller is familiar with and agrees to Standard Terms and Conditions of Purchase.
