Welcome to C Plus Electronic. For the purpose of this agreement, We, Us, Our, Seller all refer to C Plus Electronics. You, Your, Buyer all refer to Customer.

GOVERNING LAW

All quotations and sales of Products are exclusively and expressly made on these Terms unless otherwise agreed to in writing by the Seller. These terms and conditions of sale shall be interpreted in accordance with the laws of the state of California. Both parties agree that any violation of this agreement shall be litigated in the State court in Orange County or in the federal court in Los Angeles County, within the State of California. Whenever a term is defined by the Uniform Commercial Code (UCC) and is used in the Purchase Order the definition contained in the UCC is to control.

REJECTION OF ADDITIONAL OR INCONSISTENT TERMS

Any additional or inconsistent terms contained in a purchase order or other document are specifically rejected. These Terms and Conditions take precedence over Buyer's additional or different terms and conditions to which notice of objection is hereby given. Neither Seller's commencement of performance nor delivery shall be deemed or constituted as acceptance of Buyer's additional or different terms and conditions. Buyer's acceptance of the products and/or services shall be deemed to constitute acceptance of the Terms and Conditions contained herein.

ACCEPTANCE/RETURNS

Shipments will be deemed to have been accepted by Buyer upon receipt of the said shipments at Buyer's facility. Buyer shall perform whatsoever inspection or tests Buyer deems necessary as promptly as possible but in no event later than five (5) days after delivery, at which time Buyer must either accept or reject the products by providing written notice to Seller. Any discrepancy in shipment quantity must be reported in writing within seven (7) working days of receipt of the products. In the event of an overshipment, Buyer shall have the option to return the products to Seller at Seller's expense or alternatively, Buyer may elect to retain the products (subject to adjustment of the invoice price to account for additional items). Regardless of the reason for the return, any product returns shall be subject to Seller's prior written return merchandise authorization. Returned products must be in the original condition and packaging. Unless otherwise agreed by Seller in writing, return transportation costs must be prepaid by Buyer.

DISCLAIMER OF WARRANTIES

The only warranty on any goods sold to Buyer is the express written warranty, if any, granted by the manufacturer. Seller makes no representation or warranty, express or implied, including any implied warranties of merchantability or fitness for particular use with respect to the products, goods and/or services provided.

INDEMNIFICATION

Seller agrees to indemnify the Purchaser and its licensors, vendors, suppliers, service providers, and their respective officers, directors, members, employees, sub-contractors, agents, and representatives, and to hold them harmless from any and all claims, actions, suits and liabilities, losses, damages, costs and expenses (including legal fees) that may arise from your unauthorised use of our Content, or from your breach of these terms and conditions.

GUARANTEE

Seller guarantees that all goods delivered are produced, marked and shipped in accordance with applicable laws and regulations. Seller agrees that all Federal, Stateand local laws are duly observed in the production and delivery of the merchandize. Seller further agrees to defend, indemnify and hold harmless the Purchaser, its agents and employees from all claims, liabilities, losses, damage and expenses, including attorneys fees, sustained or incurred because of the failure of said goods to comply with the provisions of this paragraph. Further, Seller shall be responsible for obtaining any permits to perform its obligations under this Purchase Order.

PRODUCT CONDITION AND PACKAGING

• Unless expressly provided otherwise in this contract, all products furnished by the Seller to the Buyer pursuant to this contract are guaranteed by the Seller to be authentic, new, in good condition, and in original manufacturer's packaging. Products not meeting these requirements will be rejected by the Buyer.
• Unless expressly provided otherwise in this contract, all products furnished by the Seller to the Buyer pursuant to this contract are guaranteed by the Seller to meet all specifications and requirements detailed on the Buyer’s purchase order.  Products not meeting those specifications or requirements will be rejected by the Buyer.
• The supplier agrees to ship parts in their original packaging with factory label with date code and lot numbers. The deviation is permitted with prior approval from quality control in writing to identify parts as specified in the purchase order or as defined herein. The identification should include the following information: part number, manufacturer’s name, manufacturer’s date code and quantity.
• All products supplied by the Supplier must meet manufacturer’s specifications for form, fit, and function for a minimum of one year after delivery to the Buyer.  There is no warranty time limit for product found to be counterfeit.  If the products do not meet the manufacturer’s specifications for form, fit, and function, the Seller agrees to allow the Buyer to return the products, the Seller agrees it will issue a full refund to the Buyer, and the Seller agrees it will be liable for all costs relating to impoundment, removal, and replacement of the faulty product.
• The Buyer reserves the right to inspect and test all product from Seller to ensure it meets Buyer’s requirements.  The Buyer therefore reserves the right to open all packaging in order to inspect or test product and the Seller agrees that opened packaging is not a reason to deny the return of non-conformant product.

SUSPECTED COUNTERFEIT PRODUCTS

• If the seller furnishes the buyer with suspected counterfeit products under this purchase agreement, such items will be impounded by the buyer.
• The Seller must promptly replace suspected counterfeit product with product acceptable to the Buyer and the Seller will be liable for all costs relating to impoundment, removal, and replacement of the suspected counterfeit product
• Any product that has been copied or substituted without legal right or authority to do so, being product whose material, performance, or characteristics are misrepresented, or being product that is produced or distributed in violation of intellectual property rights, copyrights, or trademark laws.

DISCREPANCY

When a quality discrepancy exists, such as wrong parts or damaged parts received, buyer will request corrective action from the supplier, such requests require timely responses and should include the following information: analysis of the cause of the discrepancy, statement of the action taken and the of the action taken.

CONFORMANCE

With each shipment of parts covered by the purchase order, supplier shall submit a certificate of conformance signed by a responsible representative that the parts as delivered comply with all specifications and other requirements of the purchase order.

The buyer may refuse to accept parts delivered under the purchase order if the supplier fails to submit certification, or documentation specified in the purchase order. Certification of conformance includes the parts as delivered comply with all specifications and other requirements of the purchase order.

PRODUCT REQUIREMENTS

Ship parts per current specifications in their original packaging with factory label. Or bag and tag with part number and lot / date code numbers. Enter this order in accordance with the prices, terms, delivery method, and specifications listed above.

Material with shelf life must be marked with date of manufacturing and expiration date, accompanied by the appropriate material safety data sheet.

The ordered part should meet all of the electrical specifications for at least 6 months. Send all correspondence to:

C PLUS ELECTRONICS, INC., PURCHASING DEPARTMENT SHIPPING INSTRUCTIONS:

Do Not Insure Packages

Insurance Costs are covered by C PLUS Electronics, Inc., please ask for the binder copy from the buyer.

The Purchase Order Number must appear on the shipping label, otherwise it will be refused

FEDEX COD Shipments will be REFUSED unless Authorized

Please make note of FEDEX & UPS ACCOUNT NUMBERS on the Purchase Order, we will hold you, the seller, responsible for freight charges if you place the wrong FEDEX or UPS account number or have used your own forwarder DO NOT SHIP PARTIAL BACK ORDER QUANTITIES UNLESS AUTHORIZED BY THE BUYER.

Please notify us immediately if you are unable to ship as Specified.

OTHER TERMS AND CONDITIONS

• If selling services to the Buyer, the Seller must also utilize qualified personnel to perform the services in a professional and workmanlike manner and in accordance with testing or service specifications indicated on Buyer’s purchase order.
• The Seller must notify the Buyer if the Seller becomes aware of nonconforming processes, product, or services related to this contract and obtain the Buyer’s approval regarding disposition.
• The Seller must not make substitutions or changes for this order without prior written approval from the Buyer.
• The Seller must notify the Buyer of changes to the Seller’s processes, products, or services.
• The Seller must notify the Buyer if the Seller becomes aware of changes in product definition.
• The Seller must flow down all applicable requirements specified on the Buyer’s purchase order to its supply chain.
• Seller must retain its records for product, service, process control, and quality at the Seller's location for a minimum of fifteen years unless otherwise specified on the Buyer’s purchase order.
• The Seller must give access to the Buyer, the Buyer's customer, and regulatory authorities to all facilities involved in the order and to all applicable documented information.
• It is the Seller's sole responsibility to ensure the accuracy of all proforma invoice and customs documentation including declared values. The Buyer will not accept under-valued invoices.
• Goods must be received by the Buyer on or before the due date listed on the Buyer’s purchase order.
• The Seller shall keep confidential all information obtained or created during the performance of the inspection activities, except as required by law.