Supplier Terms & Conditions

1. Acceptance of Order

This Order serves as written confirmation of a prior verbal agreement between Buyer and Seller. Seller’s receipt of this Order without written objection within 24 hours constitutes full acceptance of its terms.

2. Product Authenticity and Compliance

Seller warrants that all goods provided are new, unused, in original manufacturer packaging, genuine, and conform to the manufacturer’s specifications and any referenced drawings or requirements. All goods must be free from defects in material and workmanship and must match the product descriptions in this Order.

Seller further warrants that all goods are Year 2000 compliant. “Year 2000 compliant” refers to information technology that accurately processes date and time data (including calculations, comparisons, and sequencing) across 20th and 21st centuries, including leap years, and interoperates accurately with other systems that exchange such data

3. Rejection and Remedies

If any goods are found to be nonconforming or defective, Buyer may, at its sole discretion, (a) return such goods for full refund or credit, or (b) request prompt replacement at Seller’s expense. In either case, Seller shall be liable for all losses, damages (direct or consequential), and expenses incurred due to nonconforming goods.

4. Cancellation Rights

Buyer reserves the right to cancel this Order, in whole or in part, at any time prior to shipment. Any prepayments made by Buyer shall be refunded in full.

5. Shipping, Title, Risk of Loss, and U.S. Tariff Impact

Unless otherwise agreed in writing, all shipments shall be made FOB Buyer’s location, with title and risk of loss passing to Buyer upon receipt. Seller is responsible for all freight, insurance, handling, and delivery charges unless specified otherwise in this Agreement.

Seller acknowledges that ongoing changes to U.S. import tariffs or trade regulations may impact costs or delivery timelines. Seller is responsible for monitoring and complying with applicable tariffs and assumes all associated risks unless otherwise agreed in writing.

6. Offsets and Deductions

Buyer reserves the right to offset any amounts due to Seller against amounts owed to Buyer by Seller under this or any other agreement.

7. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles. Seller consents to the exclusive jurisdiction and venue of the state or federal courts located in Orange County, California.