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Terms and Conditions

TERMS AND CONDITIONS OF SALE

Steinmans LLC, a Delaware limited liability company, is herein referred to as the “Seller” and the customer or person or entity purchasing products from Seller is referred to as the “Purchaser”.

1.         ACCEPTANCE.  These Terms and Conditions (these “T&Cs”) shall apply to all of Seller’s quotes and sales. By placing an order with Seller and accepting products sold by Seller, Purchaser is deemed to have accepted these T&Cs. Seller’s acceptance of Purchaser’s order and shipment of products is expressly conditioned upon Purchaser’s acceptance of these T&Cs. These T&Cs shall be applicable whether or not they are attached to or enclosed with the products to be sold hereunder and shall prevail notwithstanding any different, conflicting or additional terms and conditions that may appear on any purchase order or other writing not expressly incorporated herein, including but not limited to data sheets, application notes and purchase order acknowledgements. 

2.         PRICES. Prices do not include shipping and handling, taxes, or duties and are subject to change without notice to Purchaser. Seller shall not be bound to any price until Seller actually fills Purchaser’s order. Purchaser is responsible for all applicable handling, taxes, or duties.  Consequently, in addition to the price specified herein, the amount of any handling, taxes, or duties shall be paid by Purchaser, or in lieu thereof, Purchaser shall provide Seller with all tax-exemption certificates required by the taxing authorities, at the time of sale.

3.         TERMS OF PAYMENT. Seller accepts Mastercard, Visa, Discover, American Express, PayPal and other payment methods provided on its website. Credit may be available pursuant to a separate agreement with Seller. Purchaser shall pay all amounts invoiced by Seller thirty (30) days net from the date of the applicable invoice. Notwithstanding anything to the contrary herein, Seller reserves the right to require payment in advance and otherwise to modify credit terms, if any, at any time. Seller may accept partial payment in an amount less than the full amount of any invoice, but such acceptance shall not constitute a waiver of Seller’s right to collect the balance or accord and satisfaction, notwithstanding Seller’s endorsement of a check or other instrument. If, in the judgment of Seller, the financial condition of Purchaser at any time does not justify continuance of production or shipment on the terms of payment originally specified, Seller may stop production or shipment, cancel the contract and any order then outstanding and charge Purchaser an appropriate cancellation fee or require full or partial payment in advance without waiving Seller’s claim for damages or other remedies.  In addition, in the event any proceeding is brought by or against Purchaser under bankruptcy or insolvency laws, Seller shall be entitled to stop production or shipment, cancel the contract and any order then outstanding without waiving its claim for damages or other remedies. Each shipment made to Purchaser shall be a separate and independent transaction and shall be invoiced separately and Purchaser shall pay for each shipment separately and as invoiced. If shipments are refused or delayed by Purchaser without Seller’s prior written consent, payments shall become due on the date when Seller is prepared to make shipment.   If Purchaser fails to make payment for the products when due, Purchaser’s account shall be deemed delinquent and Purchaser shall be liable to Seller for a service charge of fifteen percent (15%) per annum or the maximum rate allowed by law (to the extent the maximum is less than fifteen percent (15%) per annum), on any unpaid amount. Purchaser shall be liable to Seller for all costs and expenses of collection, including court costs and reasonable attorney’s fees.

4.         SHIPMENT AND RISK OF LOSS - All shipments are F.O.B. point of shipment. Risk of loss or damage and responsibility shall pass from Seller to Purchaser upon delivery to and receipt by carrier. Any claims for shortages or damages suffered in transit are the responsibility of Purchaser and shall be submitted by Purchaser directly to the carrier. Shortages or damages must be acknowledged and signed for at the time of delivery. While Seller will use all reasonable commercial efforts to maintain the delivery date(s) acknowledged or quoted by Seller, all shipping dates are approximate and not guaranteed. Seller reserves the right to make partial shipments. Seller, at its option, shall not be bound to tender delivery of any product for which Purchaser has not provided shipping instructions. If the shipment of the product is postponed or delayed by Purchaser for any reason, Purchaser agrees to reimburse Seller for any and all storage costs and other additional expenses resulting therefrom.

5.         EXCUSE OF PERFORMANCE - Seller shall not be liable to Purchaser, subsequent purchasers, ultimate users of products or any other person for delays in performance or for non-performance due to acts of God; acts of Purchaser, subsequent purchasers, ultimate users of products or any other person; war; fire; flood; weather; sabotage; strikes or labor disputes; civil disturbances or riots; governmental requests, restrictions, allocations, laws, regulations, orders or actions; unavailability of or delays in transportation; default of suppliers or manufactures; shortages of labor, fuel, raw material or machinery; or technical failure where Seller has exercised ordinary care in the prevention thereof; or, unforeseen circumstances or any events or causes beyond Seller’s reasonable control. Deliveries or other performance may be suspended for an appropriate period of time or canceled by Seller upon notice to Purchaser in the event of any of the foregoing, but the balance of the agreement shall otherwise remain unaffected as a result of the foregoing.

If Seller determines that its ability to supply the total demand for the products is hindered, limited or made impracticable due to causes set forth in the preceding paragraph, Seller may allocate its available supply of the products (without obligation to acquire other supplies of any products) among its purchasers on such basis as Seller determines to be equitable without liability for any failure of performance which may result therefrom.

6.         WARRANTY DISCLAIMER. Seller sells and distributes products manufactured by third parties and all sales by Seller are “as is,” “where is” and without warranty (express or implied) of any kind. ALL WARRANTIES WHETHER EXPRESS OR IMPLIED, ALL GUARANTIES AND ALL REPRESENTATIONS AS TO PERFORMANCE or quality, INCLUDING WITHOUT LIMITATION ALL WARRANTIES WHICH, BUT FOR THIS PROVISION, MIGHT ARISE FROM COURSE OF DEALING OR CUSTOM OF TRADE AND INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGMENT ARE HEREBY EXPERSSLY EXCLUDED AND DISCLAIMED BY SELLER. No agent, employee or representative of Seller has any authority to bind Seller to any affirmation, representation or warranty relating to the products.

7.         MANUFACTURER’S WARRANTY. The manufacturers of products sold and distributed by Seller MAY provide a manufacturer’s warranty. Purchaser shall address any issues related to such manufacturer’s warranty, if any, directly with the manufacturer.

8.         PRODUCT RETURNS. All sales are final and returned products will not be accepted without prior written authorization from Seller. Purchaser should inquire in writing regarding the ability to return products when placing orders. To the extent Seller permits returns, such returns may be subject to a restocking charge.

9.         LIMITATION OF LIABILITY. Seller’s liability on any claim for loss or damage arising out of any contract or from performance or breach of such contract, or connected with the supplying of any products or their sale, resale, operation or use, whether based on breach of contract, warranty, negligence, strict liability or other grounds shall not exceed the price allocable to such products or part thereof involved in the claim. Seller shall not in any event be liable, whether as a result of breach of contract, warranty, negligence, strict liability or other grounds for labor charges, “in and out” charges, special, consequential, incidental, liquidated, punitive or penal damages including, but not limited to, loss of profits or revenue, loss of use of the product or any associated product, cost of capital, cost of substitute products, facilities or services, downtime costs, or claims of Purchaser’s customers for such damages. THIS SECTION SHALL APPLY EVEN IF SELLER HAS BEEN ADVISED BY PURCHASER OF THE POSSIBILITIES OF ANY DAMAGES OR IF ANY DAMAGES ARE OTHERWISE FORESEEABLE.

10.       LIMITATION OF ACTIONS. No action against Seller for breach hereof shall be commenced more than one (1) year after the accrual of action.

11.       CONDITIONS OF RESALE/SUBSEQUENT PURCHASERS. These T&Cs shall be binding upon all subsequent owners and users of the products. Products are sold subject to the condition that they shall not be resold or otherwise conveyed without similar conditions, including that these conditions be imposed on the subsequent purchaser/user or transferee.

12.       POWER OF ATTORNEY. Purchaser hereby irrevocably authorizes and empowers any attorney of any court of record to appear for and confess judgment and therein against the Purchaser, or any of them, for the amount for which the Purchaser may be or become liable to Seller under these T&Cs as evidenced by an affidavit signed by a representative of the Seller setting forth the amount then due, plus 15% thereof, but no less than $500.00, as an attorneys commission, with costs of suit, release of errors, and without right of appeal. If a copy hereof, verified by an affidavit, shall have been filed in said proceeding, it shall not be necessary to file the original as a warrant of attorney. Purchaser waives the right to any stay of execution and the benefit of all exemption laws now or hereafter in effect. No single exercise of the forgoing warrant and power to confess judgment shall be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void, but the power shall continue undiminished and may be exercised from time to time as often as Seller shall elect, until all sums payable or that may become payable by Purchaser have been paid in full.

13.       GOVERNING LAW; VENUE. These T&Cs shall be governed by the laws of the State of Delaware. Seller and Purchaser agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to these T&Cs (including but not limited to the purchase of Seller’s products) shall be in the state or federal courts located in New Castle County, Delaware.  Purchaser hereby consents to the exercise of jurisdiction over it by any state or federal court located within New Castle County, Delaware.

14.       ARBITRATION; DISPUTE RESOLUTION; PRESERVATION OF FORECLOSURE REMEDIES. At the sole option or election of Seller, any dispute, claim or controversy (“Dispute”) between Seller or Purchaser relating to the transactions contemplated by this agreement, including without limitation any claim based on or arising from an alleged tort, shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”). Defenses based on statutes of limitation and similar doctrines shall be applicable in any such proceeding, and the commencement of an arbitration proceeding under this Agreement shall be deemed the commencement of an action for such purposes. The arbitrator shall be selected in accordance with the Commercial Arbitration Rules of the AAA. The AAA shall designate a panel of ten (10) potential arbitrators knowledgeable in the subject matter of the Dispute. Each of Seller and Purchaser shall designate, within thirty (30) days of the receipt of the list of potential arbitrators, one of the potential arbitrators to serve, and the two arbitrators so designated shall select a third arbitrator from the eight remaining candidates.

14.       MODIFICATIONS. No addition to or deletion from, nor any modifications of these T&Cs of sale shall be binding upon Seller unless acknowledged and accepted in writing by an authorized officer of the Seller. Any change made by Seller will be deemed accepted by Purchaser unless, within ten (10) days from notice of such change, purchaser notifies Seller of Purchaser’s exception to such change. A waiver by Seller of any default or of any of these T&Cs shall not be deemed to be a continuing waiver of any other default or of sale, but shall apply solely to the instance to which the waiver is directed.

15.       WAIVER. No delay or failure by Seller to exercise any right or remedy under these T&Cs shall be construed to be a waiver thereof. Waiver by Seller of any breach shall be limited to the specific breach so waived and shall not be construed as a waiver of any subsequent breach.

16.       ASSIGNMENT. Purchaser may not assign this order or any rights hereunder without the prior written consent of Seller. This Agreement, and these T&Cs contained herein are enforceable, however, against the successors and assigns of Purchaser.

17.      ENTIRE AGREEMENT. This contract constitutes the entire agreement between the parties relating to the sale of the products and supersedes all previous communications, representations, or agreements, either oral or written, with respect to the subject matter hereof. No prior representations or statements relating to the sale of the products made by Seller shall be binding on Seller. No addition to or modification of any provision of this contract shall be binding upon Seller unless made in accordance with Section 14. No course of dealing or trade usage or course of performance shall be relevant to explain or supplement any term in this contract. As provided above, these T&Cs shall prevail notwithstanding any different, conflicting or additional terms and conditions that may appear on any purchase order or other writing not expressly incorporated herein, including but not limited to data sheets, application notes and purchase order acknowledgements. The section headings contained in this contract are for reference purposes only and shall not affect in any way the meaning or interpretation of this contract.  All references in invoices (or otherwise) by Seller to product specifications (e.g., measurements, material, etc.) are simply to describe the products and Seller is making no warranties with respect to any such specifications or other matters as set forth in Section 6.


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