Classic Terms
& Conditions of Sales
Classic Terms & Conditions of Sales
Acceptance and Cancellation of orders.
Any contract for the sale of goods made between Buyer and Seller maybe cancelled by Buyer only upon the advance written consent of Seller (which it may withhold at its sole discretion). As a condition to receiving Seller’s written consent, Buyer shall pay all reasonable cancellation and restocking charges incurred by Seller due to Buyer’s cancellation of the order. Special orders for items not normally stocked by Seller are non-cancelable and non-refundable.
Delivery. All prices quoted and goods shipped are F.O.B Seller’s place of shipment. Title to and risk of loss of all goods shall pass to Buyer when the goods are placed by Seller in possession of a common carrier selected by Seller for shipment to Buyer. Unless expressly provided otherwise on the contract, Buyer shall pay all freight, handling, delivery custom duties, VAT, insurance and any other associated costs for the shipment of goods. Seller may refuse or delay any shipment if Buyer fails to satisfy or fulfill any contractual obligations to Seller, whether pursuant to this contract or any other contract between Seller and Buyer. Seller may deliver all goods covered by this contract at one time or portions, from time to time, within the time allotted for delivery as provided in the order.
Force Majeure. Seller is excused from performance of any obligations and shall not be liable for delays in delivery or for failure to perform if its failure or delay of performance is caused by events or conditions beyond Seller’s reasonable control including without limitation, acts of God, acts of a public enemy, quarantine restrictions, expropriation or confiscation of facilities, compliance with any order of any governmental authority, industrial disturbances, blockades, insurrections, arrest and restraint of people or rulers, civil disturbance, boycotts, acts or omissions of Buyer or civil or military authorities, fire, strike, lock-outs, landslide, lightning, wash-outs, tornadoes, hurricanes, windstorms, explosions, epidemic, flood, storm, earthquake, riot, war, breakage or accident of machinery or equipment, delays in transportation, or inability to obtain necessary labor, materials, or supplies. In the event of any delay, the contractual date of delivery, if any, shall be extended for a period equal to the time lost as a consequence of the delay without penalty to Seller.
Payment Terms.
(a) Buyer shall pay for the goods in full, without offset or deduction, within the time frame and in the manner set forth on the contract. For those sales that do not require payment in advance of or upon delivery, if payment is not received by Seller within the period set forth on the contract, Buyer shall pay Seller on demand a late charge of 1.5% per month of the unpaid balance or the maximum rate of interest allowed by law, whichever is less. Time is of the essence with respect to Buyer’s obligation to pay all invoices, in full in a timely manner.
(b) All checks are accepted subject to collection. Seller may offset against any payment hereunder any amount owed to Seller by Buyer. Whether under this or any other contract between Buyer and Seller. Acceptance of any partial payment shall not constitute waiver of Seller’s right to payment in full of all amounts owed from Buyer to Seller.
(c) Buyer hereby grants to Seller a security interest in the goods-shipped pursuant to this contract including all accessions to and replacements of the goods and the proceeds thereof, to secure the due and punctual payment of the purchase price of the goods and all other amounts owed hereunder. Buyer shall execute and deliver to Seller any additional documents, instructions, financing, statements or amendments that Seller deems necessary or advisable to maintain, continue and perfect the security interest created.
Returns. Buyer may return to Seller any goods that are damaged or defective by obtaining a Return Material Authorization (“RMA”) from Seller within 30 days of receipt of the goods. Buyer must return to Seller the damaged or defective goods within the period set forth in the RMA. The RMA number must be listed on all packaging containing goods returned to Seller. If Buyer does not request from Seller an RMA within 30 days, of receiving the goods to be returned, or requests an RMA for goods that are not damaged or defective, Seller may, at its sole discretion refuse to issue an RMA for return of the goods or may require that Buyer pay to Seller a reasonable restocking fee as a condition of issuing to buyer the RMA.
Seller’s right to Increase Prices. Seller reserves the right to increase the price of the goods covered by this contract to reflect any increase in Seller’s cost for those goods caused by an increase in the price changed by Seller’s supplier. Buyer agrees to pay to Seller any such increase in price according to the terms of the contract.
Taxes. Seller’s prices do not include sales, use, excise or other similar taxes. Accordingly, Buyer shall pay, in addition to the prices specified by Seller, all local, state and federal taxes, including all sales, use, excise, or other similar tax, payable with respect to the goods or the transactions contemplated therein, or alternately, provide Seller with tax exemption certificates acceptable to the applicable taxing authorities.
Intellectual Property. Seller disclaims any warranty against infringement with respect to the goods sold pursuant to the contract, and the packaging relating to such goods, seller is not liable with respect to any actions or alleged infringement of any United States or foreign patent. This includes trademark, copyright, mask, work right, trade dress, trade secret, or similar proprietary rights.
Installation. Buyer is solely responsible for the installation and operation of goods, including without limitation, obtaining all permits, licenses or certificates required for the installation or use of the goods.
Technical Advice and Date. Any technical advice offered or given in connection with the use of any goods is an accommodation to Buyer without charge, and Seller is not liable or responsible whatsoever for the content or use of that advice. Without Seller’s prior written consent, Buyer shall not use, duplicate, or disclose any technical data delivered or disclosed by Seller to Buyer for any purpose other than for installation, operation or maintenance of the goods purchased by Buyer from Seller.
Breach. In the event of breach by Buyer, the Seller has all the remedies provide under the California Statue, which shall be cumulative with one another and with any other remedies that Seller might have at law, in equity, under any agreement of any type or, without limitation, otherwise. The waiver by Seller of any breach thereof or default in any payment shall not constitute a waiver of any succeeding breach or default. The exercise or failure to exercise any remedy shall not preclude the exercise of the remedy at another time or any other remedy at any other time. NO action regardless of type arising out of, or in any way connected with the goods furnished or services rendered by Seller to Buyer, may be brought by Buyer more than one year after the cause of action has accrued. Buyer shall pay to Seller on demand all costs incurred by Seller in enforcing prosecuting, or defending any provision of the contract. For purposes of this contract, “costs” means the fees, costs and expenses of experts, attorneys, mediators, witnesses, arbitrators, collections agents, and supersedes, bonds, whether incurred before or after demand or commencement of legal proceedings and whether incurred pursuant to trial, appellate, mediation, bankruptcy, arbitration, administrative, or judgements execution proceedings.
Integration and Assignment. This contract records the final, complete and exclusive agreement between the parties with regard to the subjects addressed in it and supersedes any and all prior or contemporaneous oral or written agreements between them regarding the same. No course of prior dealings between the parties and no usage of the trade is relevant to supplement or explain any term used in this contract. Acceptance or acquiescence in a course of performance rendered under this contract is not relevant, to determining the meaning of this contract even though the accepting or acquiescing party had knowledge of the nature of performance and opportunity for objection. An amendment or modification of this contract will be valid and effective only if it is in writing and signed by both the Buyer and Seller. Any assignment by Buyer of this contract or any rights in it, without Seller’s advance written consent, shall be void.
Buyer’s Terms and Conditions. Goods furnished and services rendered by Seller to Buyer are sold only on the terms and conditions stated herein. Notwithstanding any terms or conditions on any document of Buyer, the information and conditions on this document are controlling over Buyer and Seller. Any different or additional terms or conditions contained on Buyer’s purchase order, invoice, confirmations, or any other buyer generated document are specifically objected to by Seller. Seller’s performance of any contract is expressly made conditional on Buyer’s agreement to Seller’s terms and conditions contained in this contract. Commencement of performance or delivery shall be for Buyer’s convenience only and shall not constitute acceptance by Seller of Buyer’s terms and conditions. If a contract is not earlier formed by mutual agreement between Buyer and Seller, acceptance of any goods or services by Buyer shall constitute acceptance by Buyer of the terms and conditions stated herein.
Legal Proceedings. The validity, enforcement, construction and interpretation of this contract are governed by the laws of the State of California (including the provisions of the California Uniform Commercial Code) and the federal laws of the United States of America, excluding the laws of those jurisdictions pertaining to the resolution of conflicts with laws of other jurisdictions. The parties expressly exclude the applicability of the United Nations Convention on contracts for the international Sale of Goods. Seller and buyer (a) consent to the personal jurisdiction of the State and Federal courts having jurisdiction over Los Angeles County, California, (b) stipulate that the proper, exclusive, and convenient venues for all legal proceedings arising out of this contract are the appropriate State and Federal courts located in the Southern California area, USA, with respect to such matters. Los Angeles County, California and (e) waive any defense. Whether asserted by motion or pleading, that Los Angeles County, California, is an improper or inconvenient venue.
General. All agreements, covenants, conditions and provisions contained herein shall apply to and bind the assignees and successors in interest of Buyer. If any provision will be considered separable from the remaining provisions of this contract, will be reformed and enforced to this contract. The captions used herein are for the convenience of the parties only and shall not affect the constructions or interpretations hereof. Nothing in this contract, whether express or implied is intended or should be construed to confer upon, or grant to any persons except Buyer and Seller, any claim right or remedy under it.
Classic Terms & Conditions of Sales
Acceptance of Purchase Orders.
(a) All purchase order confirmations are not effective until Classic Components receives a copy executed by an authorized representative of Seller acknowledging the following terms and conditions, which are binding notwithstanding any conflict with any terms or conditions in any prior or later communications with Seller.
(b) All goods purchased and delivered must be new & in the original, factory-sealed container and must include a minimum of 1 year warranty.
(c) Classic Components must be notified of any changes to either product or process definition, changes of suppliers, change of facility location, and if Classic Components requires, obtain approval from Classic prior to implementing any changes.
(d) The supplier must accept all flow down requirements determined by Classic Components. The supplier must then flow down Classic-determined requirements to their own supply chain.
(e) The supplier must be certified or compliant to a quality management system standard, or must incorporate elements of a quality management system relevant to their business model.
Receiving & Inspection.
(a) Parts must be in original tubes/packaging, with no bent, clipped, tarnished or pre-performed leads and no board or socket pulls. Date codes must be within one year, unless specified otherwise. The purchase order number must appear on all correspondence, invoices, packages, and shipping documents.
(b) Parts received must be new, unused, and original, and must pass QC inspection conducted by Classic Components. Any resulting discrepancies identified through the QC inspection will be returned based on the Inspection Discrepancy Report. Parts will undergo additional testing if required. If any questionable or suspect details identified in the testing process, Classic Components reserves the right to return parts as dictated by the warranty section of these terms and conditions.
(c) If parts are found to be non-conforming by the supplier prior to shipment, Classic Components must be notified of the non-conforming product and the supplier must obtain approval from Classic Components regarding non-conforming product disposition.
(d) Parts not complying with these requirements are subject to cancellation or return by Classic Components. Classic Components reserves the right to return defective parts. Classic Components has the right to return any product within 30 days, for any reason unless Seller designates the order as NCNR (non-cancelable, non-returnable), special order, or non-returnable at the time of sale. Seller waives the right to cure a non-conforming delivery. All products will be returned under the same terms under which it was purchased.
Delivery.
(a) Parts not delivered by 2:00pm, on the date specified above are subject to cancellation or return at Classic Component’s discretion. All pre-paid funds are to be returned to Classic Components within 48 hours of notice by Classic of its intent to cancel or return the parts. Seller is responsible for all damages caused by its failure to deliver by the above delivery date or return Classic Component’s funds in a timely matter, including lost profit and reasonable attorney’s fees and costs incurred in collecting such damages. Classic Components will pay no charge for special packaging, packaging or boxing unless specified herein.
(b) Damage to goods not packed to insure proper protection in transit or excess transportation charges caused by shipment not being made in accordance with this purchase order confirmation, will be deducted from current or future payments.
(c) Classic Components must be notified prior to shipment of all orders weighing 25lbs/11kg or greater.
Customs. Please do not declare value for carriage through carriers, otherwise these charges will be deducted from current or future payments. All shipments are covered by Classic Component’s insurance.
Records.
(a) The supplier is required to retain records of all transactions and product information for a minimum of five (5) years or as required by applicable statutory and regulatory requirements
(b) By accepting the purchase order, the supplier agrees to give Classic Components, our customer and regulatory authorities, right of access to applicable areas of all facilities, at all levels of the supply chain, involved in the order, and to all applicable records.
Returns.
(a) All remarked, damaged, oxidized, or missing parts must be replaced by return and refund OR replacement parts with written notice for replacement within 30 days of warranty terms.
(b) It is the policy of Classic Components Corporation to return products on the same terms of the initial purchase.
(c) In the event of a return caused by the supplier, it is agreed and confirmed that supplier will accept the same terms and also liable to all incoming and outgoing related costs.
Classic Purchase Order Terms & Conditions
for Supplier regarding Fraudulent/Counterfeit Part Avoidance
For Independent Suppliers. By accepting “Classic Component’s” purchase order, “Classic’s supplier” (i.e. the entity selling product to Classic Components) agrees to providing “Classic Components” with only new and authentic products. “Classic’s supplier” agrees to purchase parts directly from the Original Component Manufacturer(s) (OCMs), OCM Authorized (Franchised) Distributor(s), or authorized Aftermarket Manufacturers or from Suppliers who obtain such parts exclusively from the OCM or their Authorized Suppliers with OCM traceability when possible. “Classic’s supplier” agrees to notify “Classic Components” in writing if supply of product was not provided by these sources. “Classic’s supplier” agrees to accept termination of the PO from “Classic Components” without penalties should “Classic Components” choose to do so on orders that do not have established and verifiable traceability
For Franchised Suppliers.
By accepting “Classic Component’s” purchase order, “Classic’s Authorized (Franchised) Supplier” (i.e. the authorized entity selling product to Classic Components) covenants, warrants, and represents that it has effective contractual agreements in place with each manufacturer whose product(s) it is procuring to sell to “Classic Components”.
“Classic’s Authorized (Franchised) Supplier” further agrees to:
(a) Only ship products to “Classic Components” that have been procured directly from the manufacturer.
(b) Not ship products to “Classic Components” that has been procured from any other source without prior written consent from “Classic Components”.
(c) Be considered an unapproved Independent Distributor for Products procured from other sources.
Failure to obtain “Classic Component’s” prior written approval constitutes a material breach under the terms of this agreement.“Classic’s Authorized (Franchised) Supplier” will fully indemnify Classic Components from any and all claims, losses, and damages that result from said breach. “Classic Components” reserves the right to reject any and all requests for approval, and require additional verification and testing of products
For All Suppliers Distributors.
By accepting “Classic Components” purchase order, all “Classic’s suppliers” (i.e. entities selling product to Classic Components) agrees to maintain a method of item traceability that ensures tracking of the supply chain back to the manufacturer of all Electrical, Electronic, and Electromechanical (EEE) parts being delivered for all orders. This traceability method shall clearly identify the name and location of all supply chain intermediaries from the manufacturer to the direct source of the product for Classic Components and shall include the manufacturer’s batch identification for the item(s) such as date codes, lot codes, serializations, or other batch identifications. This traceability requirement applies to new purchases of material, material in inventory and material transferred from “Classic’s supplier’s” other business units. If this traceability is unavailable or cannot be provided, “Classic’s supplier” must declare product as “not traceable” to “Classic Components” in writing.
Product declared as “not traceable” by the supplier can be:
(a)Rejected by “Classic Components”.
“Classic’s supplier” agrees to accept the rejection/cancellation without penalties regardless of whether the PO was issued by “Classic Components” and accepted by “Classic’s supplier”, if the rejection/cancellation is a result of the product being “not traceable”.
(b)Approved by “Classic Components”.
“Classic’s supplier” must receive the approval in writing from “Classic Components”. Verbal or other non-written approvals are invalid and may result in rejection/cancellation at “Classic’s supplier’s” expense.
“Classic’s supplier” acknowledges that “not traceable” product will be subjected to, and governed by “Classic Component’s” escalation procedure defined below.
In the event “Classic’s supplier” considers product traceability information to be “intellectual property” and as a result, cannot disclose traceability information in its entirety, “Classic Components” may (at our discretion) choose to offer a NDA for full disclosure or accept a written guarantee from “Classic’s supplier” along with partial/masked traceability documentation.If “Classic’s supplier” can only provide partial/masked traceability documentation or a written guarantee of traceability due to “intellectual property” or other concerns (such as but not limited to existing NDAs between “Classic’s supplier” and their business partners), “Classic’s supplier” agrees to provide full disclosure of traceability, regardless of any active contracts or policies within “Classic’s supplier’s” organization, in the event the product’s quality and/or authenticity is questioned by “Classic Component’s” customer and/or business partners. If the product has been disclosed as “not traceable” in a written statement from “Classic’s supplier” and subsequently accepted by “Classic Components” as “not traceable”, this clause shall not apply.In the event of civil or criminal proceedings processed through any Authority(ies) Having Jurisdiction, “Classic’s supplier” must supply all subpoenaed records even if the product was disclosed as “not traceable” to “Classic Components” by “Classic’s supplier” as required by law.If “Classic Components” chooses to accept a written guarantee with partial/masked traceability documentation, “Classic’s supplier” agrees to the terms of “Classic Component’s” escalation procedure defined below
Classic Escalation Procedure
All products without full traceability will be inspected and/or tested to an escalated level as defined by “Classic Component’s” risk profile system.“Classic’s supplier” agrees to accept “Classic Component’s” findings as final and further agrees to not contest the results of the inspection and/or tests unless “Classic Components” declares products to be impounded. In the event product is impounded by “Classic Components”, the terms and conditions defined in the “Product Impoundment and Financial Responsibility” section will prevail.By accepting “Classic Component’s” findings as final, “Classic’s supplier” agrees to accept return of product that is not fully traceable at Classic’s discretion, without contesting the request and without penalties applied (such as, but not limited to restocking fees)
Classic Sub-Contractor Laboratory Terms & Conditions
All entities providing lab services for the purpose of determining and/or verifying the authenticity, functionality, reliability and/or viability of product (henceforth referred to as “Test Lab”) for “Classic Components” agree to the following upon receipt and acceptance of a work order and/or purchase order from “Classic Components” with respect to suspect, fraudulent and/or counterfeit product.
The “Test Lab” must report to “Classic Components” any findings that identify product as suspect, fraudulent and/or counterfeit. The report must contain test methodology (i.e. test plan), criteria and equipment (with calibration records when required) used in addition to all standard information normally provided.
When measuring equipment is utilized by the “Test Lab”, tolerances must be provided to “Classic Components”.
When electrical test equipment is utilized by the “Test Lab”, equipment specifications must be provided to determine the accuracy of the results in the test report
Product Impoundment & Financial Responsibility
If “Classic Components” impounds suspect, fraudulent and/or counterfeit product, the following terms and conditions apply.
Fraudulent/counterfeit parts have no value. For example, any Limitation of Warranties provision contained in the Supplier’s Terms and Conditions will be declared null and void if it is later determined that fraudulent/counterfeit parts or suspect fraudulent/counterfeit parts were received by “Classic Components” from “Classic’s supplier”.
(a) “Classic’s supplier” and “Classic Components” hereby agree that fraudulent/counterfeit parts have no value and any contract documents establishing a transaction involving fraudulent/counterfeit parts shall be declared null and void.
“Classic’s supplier” has the right to agree with or verify “Classic Component’s” findings.
(a) “Classic’s supplier” and “Classic Components” hereby agree that if the OCM determines the suspect parts are authentic, then the decision is “final” and “Classic’s Supplier” and “Classic Components” hereby agree that if “Classic Components” or a testing laboratory chosen by “Classic Components” determines that the electronic parts supplied are suspect/fraudulent/counterfeit, then “Classic’s supplier” has the right to: (1) Agree with “Classic Component’s” findings and the transaction will be voided; or (2) Verify “Classic Component’s” findings by contracting with a “Classic Components” approved and “Classic’s supplier” recognized test laboratory (hereafter referred to as “Test Lab”) for further verification.
“Classic Component’s” burden of proof.
(a) Since any dispute between “Classic Components” and “Classic’s supplier” may be resolved in a civil proceeding whether in a court of law or in an arbitration, the appropriate burden of proof required for “Classic Components” to establish that the suspect parts are fraudulent/counterfeit shall be preponderance of the evidence, which means that “Classic Components” must establish that it is more likely than not that the suspect parts are fraudulent/counterfeit unless “Classic Components” is trying to establish fraud, which would then raise “Classic Components” burden of proof to a clear and convincing evidence standard. However, if for whatever reason, the issue of the authenticity of the suspect parts is raised during a criminal proceeding, then the burden of proof that the suspect parts are fraudulent/counterfeit shall be that the suspect parts are fraudulent/counterfeit beyond a reasonable doubt.
(a.i) It is declared that “Classic Components”, having the headquarters location in the state of California, USA, is operating under the jurisdiction of US federal and CA state authorities
(a.ii) It is agreed by “Classic’s supplier”, where permissible by local laws and regulatory bodies of “Classic’s supplier’s” headquarters state/country/province location jurisdiction, that all arbitration and court proceedings will be held in the United States, under US federal jurisdiction and/or the state of California as required by US law or at “Classic Component’s” discretion. If arbitration is necessary or chosen as the preferred method by “Classic Components”, “Classic Components” shall select the arbiter without consent/approval from “Classic’s supplier” unless otherwise prohibited by the local laws and regulations of the home state/country/province of “Classic’s supplier’s” headquarters location
Product Confiscation/Destruction
If “Classic’s supplier” accepts “Classic Component’s” findings and chooses to immediately void the transaction, the suspect electronic parts will not be returned to “Classic’s supplier” unless and/or until an independent lab agreed to by both “Classic’s supplier” and “Classic Components” determines that the electronic parts are not suspect fraudulent/counterfeit or fraudulent/counterfeit. Under these circumstances, “Classic Components” shall retain possession of the suspect electronic parts for a time period at least as long as the applicable statute of limitations under the appropriate Authority(ies) Having Jurisdiction following the date upon which “Classic’s supplier” received notification from “Classic Components” that it was choosing to immediately void the transaction between them. Once this period has expired, then “Classic Components” shall have the absolute right to destroy the suspect electronic parts. If “Classic’s supplier” exercises its right to have an independent lab determine whether the suspect electronic parts are fraudulent/counterfeit and the lab verifies the findings that the subject electronic parts are either suspect fraudulent/counterfeit or fraudulent/counterfeit, then “Classic’s supplier” must issue an immediate refund of all monies paid by “Classic Components”. If the suspect parts are determined to be suspect counterfeit, fraudulent or counterfeit by the independent test lab, then “Classic’s supplier” of those parts shall be required to pay for all charges issued by the testing lab. If, however, the suspect parts are determined not to be suspect counterfeit, fraudulent or counterfeit then “Classic Components” shall be required to pay all of the charges issued by the testing lab. “Classic Components” and “Classic’s supplier” agree that whether or not “Classic’s supplier” refunds all monies paid by “Classic Components”, “Classic Components” shall have the absolute right to reacquire possession of the subject electronic parts from the lab in order to prevent the subject electronic parts from being offered for sale through any channels of distribution. In the event that “Classic’s supplier” pursues its Supplier, either in civil or criminal proceedings, “Classic’s supplier” shall have the right upon request to receive and use a mutually agreeable sample quantity of the parts sold for the purpose of pursuing its remedies. Upon completion of testing, samples will be returned to “Classic’s supplier” who will then return them to “Classic Components”. “Classic Components” and “Classic’s supplier” agree that “Classic Components” shall have the right to destroy the suspect electronic parts after expiration of the applicable statute of limitations under the appropriate Authority(ies) Having Jurisdiction. Notwithstanding the above, if “Classic Components” and “Classic’s supplier” agree in writing that the parts can be immediately destroyed, the parts will be destroyed per their agreement so long as all civil or criminal actions, in which the suspect electronic parts are the subject of the action, have been completed.
Commitment to Ethics, Safety and Personnel Awareness
Classic Components is committed to upholding the highest standards of ethics and safety for our personnel and business partners. Classic achieves this goal through compliance to the EICC RBA Code of Conduct as it applies to our internal processes, procedures and outputs as an independent distributor of electronic components.By accepting a purchase order from Classic Components, our suppliers and service partners agree to adhere to ethical and safety standards that are equivalent to the EICC RBA Code of Conduct. Safety considerations must address product, as well as personnel and environmental concerns.Classic Components requires our suppliers and service partners to make appropriate personnel aware of their direct contribution to product or service conformity, product, personnel and environment safety, and ethical behavior.If it is determined by Classic that a supplier or service partner is not compliant to the requirements defined within this section, Classic shall reserve the right to suspend or permanently remove the entity from our approved list until the non-compliance is remedied.
Classic Warranty Statement
Warranty Statement.
Classic Components warrants all products for 5 years to be reliable and free from defects. A full credit will be issued for any defective product returned.
Limited Warranty.
Subject to the following section. Seller warrants that it has title to the goods and that the goods generally conform to the descriptions, if any, on the contract. The term manufacturer refers to the original manufacturer of the product when identified. Classic’s limited warranty applies to all product sold by Classic Components Corporation unless stated otherwise in writing. THE FOREGOING WARRANTIES ARE SELLER’S EXCLUSIVE WARRANTIES, AND THE GOODS SOLD UNDER THIS AGREEMENT ARE SOLD “AS IS” AND “WITH ALL FAULTS.” EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE GOODS, INCLUDING WITHOUT LIMITATION THE DESIGN AND CONDITION OF THE GOODS OR THEIR QUALITY, CAPACITY, SUITABILITY, CONSTRUCTION, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. Buyer agrees to look solely to the manufacturer for compliance with the manufacturer’s warranty and for any maintenance, support or repair of the goods. Seller assigns to Buyer any Warranty delivered to Seller by a manufacturer or other vendor to the extent the assignment is permitted by the terms thereof. Seller makes no representation, covenant, or warranty with respect to the extent or enforceability of the manufacturer’s warranty. No repair or replacement of goods by Seller or manufacturer shall extend Classic’s 5 year limited warranty or the manufacturer’s warranty period. Seller neither assumes nor authorizes Buyer or any other person to assume on behalf of Seller any other liabilities in connection with the use, sale, or resale of the goods.
Limitation of Liability.
(a)Within 30 days after receipt of each shipment of goods, Buyer shall have the right to examine and test the goods to determine if there is any damage, defect, or shortage. All claims for any damages, defects, or shortage, or for any cause whatsoever (whether the claim is based in contract, negligence, strict liability other tort, or otherwise) shall be deemed “waived” unless made in writing and received by Seller within 30 days after Buyer’s receipt of the goods, or if the claim is for non-delivery of goods, within 30 days after the date the goods were to be delivered. Provided, however, that any claim not reasonably discoverable within that 30-day period (including a claim discoverable only in processing, further manufacture, other use, or resale) must be made in writing and received by Seller within 30 days of Buyer’s receipt of the goods, or within 30 days after Buyer learns of the facts giving rise to the claim, whichever occurs first. Failure of Seller to receive written notice of any such claim within the applicable time period shall be deemed an absolute and unconditional waiver by Buyer of the claim regardless of whether the fact given rise to the claim shall have then been discovered or whether processing, further manufacturer, or the use, or resale of goods shall have then taken place.
(b) BUYER’S EXCLUSIVE REMEDY SHALL BE FOR COST OF GOODS OR SERVICES SUPPLIED BY SELLER AND SELLER’S TOTAL LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING OUT OF ANY CLAIM WHATSOEVER (WHETHER THE CLAIM IS BASED ON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABLITIY, OR ANY OTHER LEGAL THEORY) SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE GOODS IN RESPECT TO WHICH THE CLAIM ARISES OR, AT SELLER’S OPTION, THE REPAIR OR REPLACEMENT OF THE GOODS. IN NO EVENT SHALL SELLLER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES RESULTING FROM ANY CLAIM (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS LOSSES, DAMAGE TO PROPERTY, OR ANY LIABILITY OF BUYER TO ITS CUSTOMERS OR THIRD PARTIES). In no event is Seller liable to Buyer or any third party for any liability, claims, obligations, damages, costs, or expenses, including without limitation, any direct, indirect, special, incidental, or consequential damages (including lost profits, business losses, personal property damage, personal injury, and death) arising out of or relating to the sale of goods by Seller to Buyer or any related services provided to Buyer. Seller is not liable for, and Buyer assumes full liability for, all personal injury and property damage connected with the handling, transportation, possession, processing, repackaging, further manufacture, or resale of goods, whether the goods are used alone or in combination with any other material.
(c) Goods sold by Seller are not authorized to be used in life support equipment or for applications in which the failure or malfunction of the goods would create a situation in which personal injury or death could occur. Any such use or sale of goods sold by Seller is at the sole risk of Buyer, and Buyer agrees to indemnity and defend Seller against, and hold Seller harmless from all damages and costs arising out of such use or sale.