Terms of Service
The following are the terms and conditions ("Terms and Conditions") for the sale of products ("Products") by Sunrom Technologies & Sunrom Electronics ("Sunrom") to Sunrom's customers ("Customers").
1. ACCEPTANCE AND CANCELLATION OF ORDERS
All orders are subject to acceptance in writing by Sunrom or a duly
authorized agent of Sunrom. Any written acknowledgement of receipt of an
order shall not, in and of itself, constitute such acceptance. Orders
accepted by Sunrom may be cancelled by Customer upon written consent of
Sunrom 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 Sunrom 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 Sunrom, and shall be paid by Customer to Sunrom.
Customer requests to reschedule are subject to acceptance by Sunrom in
its sole discretion. Orders may not be canceled or rescheduled after the
order has been submitted by Sunrom to the shipment carrier. Sunrom
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 Sunrom within 30 days from date of shipment of
any defective product. (See Sunrom'S LIMITED WARRANTEE for further
information.) Returns are normally accepted when completed within 30
days of the ship date. If Sunrom agrees to accept a return, return
freight charges must be prepaid by customer. Sunrom 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 Sunrom or from a supplier at
Sunrom's direction (drop-ship) will be returned to Sunrom. All others
will be promptly quarantined and disposed of or returned to the
customer. By a Customer returning products to Sunrom, the Customer
certifies that the products were purchased from Sunrom 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 Sunrom), 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 Sunrom and will be applicable for the
period specified in Sunrom'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 Sunrom's costs or
other circumstances beyond Sunrom'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 Sunrom'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
Sunrom pursuant to the terms of each such invoice, without offset or
deduction. Orders are subject to credit approval by Sunrom, 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
Sunrom reasonably believes that the Customer's ability to make payments
may be impaired or if Customer fails to pay any invoice when due, Sunrom
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 Sunrom 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 Sunrom against any obligation owing by
Customer to Sunrom 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
Sunrom. The acceptance by Sunrom of such check will not constitute a
waiver of Sunrom'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, Sunrom may pursue any legal or equitable remedies, in
which event Sunrom 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 Sunrom 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 Sunrom 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 Sunrom are F.O.B. point of shipment from Sunrom's
facility and the amount of all transportation charges will be paid to
Sunrom by the Customer in addition to the purchase price of the
Products. Subject to Sunrom'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. Sunrom 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 Sunrom are estimates only
and that Sunrom will not be liable for failure to deliver on such dates.
Selection of the carrier and delivery route will be made by Sunrom
unless specifically designated by Customer. Sunrom 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. Sunrom'S LIMITED WARRANTY
Sunrom agrees to transfer to Customer whatever transferable
warranties Sunrom receives from the manufacturer of Products sold to
Customer. Sunrom makes no other warranty, express or implied, with
respect to the Products. IN PARTICULAR, Sunrom MAKES NO WARRANTY
RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT.
Sunrom'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 Sunrom'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 Sunrom 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 Sunrom'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. Sunrom CORPORATE RoHS COMPLIANCE AND LEAD-FREE POLICY
It is the policy of Sunrom to identify and offer products
to the Customer as RoHS Compliant or Lead Free, only after specific
requirements have been met. Sunrom 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, Sunrom 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. Sunrom 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. Sunrom defines the term "Lead
Free" as pertaining to any product that has been declared by a Supplier
to be "Lead Free". All statements by Sunrom of RoHS compliance are based
on producer documentation.
7a. Sunrom CORPORATE WEEE POLICY
Sunrom 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 Sunrom sells are subject to the
European Union Directive 2002/96/EC known as WEEE. Therefore, it is the
policy of Sunrom 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
Sunrom maintains Country of Origin information on all
products in its inventory. This information is provided to customers on
request. Our manufacturers do not provide Sunrom 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 Sunrom 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 Sunrom 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 Sunrom HARMLESS FROM ANY CLAIMS
BROUGHT BY ANY PARTY REGARDING PRODUCTS SUPPLIED BY Sunrom 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.
Sunrom 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. Sunrom 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. Sunrom does not participate in any product safety
engineering, product safety review or product safety testing. Sunrom
cannot provide any safety testing, safety evaluation or safety
engineering services. Products sold by Sunrom 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 Sunrom 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 Sunrom 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. Sunrom shall have no
responsibility or liability for the content or use of such statements or
advice. Sunrom 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 Sunrom 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 Sunrom's supplier and the written consent
of Sunrom. All products purchased by Customers classified
by Sunrom 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 Sunrom 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
Sunrom 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. Sunrom's time for delivery or
performance will be extended by the period of such delay or Sunrom may,
at its option, cancel any order or remaining part thereof, without
liability by giving notice to Customer.
14. EXPORT CONTROL
Sunrom is committed to compliance with all Indian Export
Regulations and Laws.
Sunrom will not sell or ship to individuals or organizations identified
as Specially Designated Nationals and Blocked
Persons. Sunrom will not sell or ship products prohibited under Export
Administration Regulations to individuals or organizations.
Sunrom will not seek export licenses pursuant to Export Administration
Regulations. Sunrom participates in BIS Export Enforcement and OFAC
transaction reporting. Furthermore, Sunrom 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 Sunrom classifications, whether it be ECCNs or any
variation of Harmonized Tariff codes, is without recourse to Sunrom 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 Sunrom is for Sunrom?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
Sunrom's written agreement. Accordingly, goods furnished and services
rendered by Sunrom 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 Sunrom. 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 Sunrom, and all different or additional terms and conditions
contained in any Customer Documents are hereby objected to by Sunrom.
Sunrom's performance of any contract is expressly made conditional on
Customer's agreement to Sunrom's Terms and Conditions of Sale, unless
otherwise specifically agreed upon in writing by Sunrom. 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 Sunrom. 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 Gujarat and the applicable laws of the
India.
