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*** IMPORTANT NOTICE: ALL SALES OF PRODUCTS AND/OR OTHER SERVICES ARE SUBJECT TO DCOMPONENTS'S TERMS AND CONDITIONS OF SALE WHICH ARE STATED IN SCHEDULE “A” ***
I. Use Restrictions and Intellectual Property
A. Copyrights. All Content provided on the Site is protected by law, including U.S. and Canadian copyright law, intellectual property rights laws and international treaties. All Content is the copyrighted property of DCOMPONENTS or its Licensor. Except as stated herein, none of the Content may be copied, reproduced, republished, displayed or distributed by any means, including but not limited to electronic, mechanical, photocopying, recording or otherwise, without the express prior written permission of DCOMPONENTS or the relevant right holder.
D. Framing. You may not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including text, images, or page layout) on the Site, nor may you "mirror" any Content on the Site on any other server, without the express prior written consent of DCOMPONENTS.
E. Permission to Republish. Requests to republish or redistribute the Content should be addressed to DCOMPONENTS as directed in Section X hereof.
III. New Services, Your Password and Conformance with Laws
B. Your Password. Certain areas of the Site are protected by passwords. You are solely and fully responsible for keeping your password confidential, and will be solely and fully responsible for all uses of your password or registration, even if these uses were not authorized by you. If you become aware of any unauthorized use of your password or registration, you are required to notify DCOMPONENTS immediately in accordance with Section X below.
IV. Limitations of Liability
A. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. ALL INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. NEITHER DCOMPONENTS NOR ITS LICENSORS MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS OF THE SITE, THE CONTENT OR THE SERVICES. DCOMPONENTS AND/OR ITS LICENSORS DO NOT ASSUME ANY RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN THE SITE, THE CONTENT OR THE SERVICES. FURTHER, DCOMPONENTS IS NOT RESPONSIBLE FOR ANY SLANDEROUS, DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OF THE SITE OR THE SERVICES. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE INTERNET. DCOMPONENTS SHALL HAVE NO LIABILITY TO YOU RELATING TO THIS AGREEMENT OR THE SITE, EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION.
B. THE CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO PROVIDE TECHNICAL OR OTHER ADVICE TO YOU AND YOU SHOULD NOT RELY UPON THE CONTENT TO PROVIDE ANY SUCH ADVICE. YOU SHOULD SEEK THE ADVICE OF PROFESSIONALS REGARDING THE EVALUATION AND VERIFICATION OF ANY CONTENT PROVIDED ON THE SITE AND, IN ANY EVENT, PRIOR TO MAKING ANY PURCHASES BASED ON SUCH CONTENT.
C. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, DCOMPONENTS AND ITS LICENSORS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLICATIONS, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, REGARDING YOUR USE OF THE SITE. DCOMPONENTS AND ITS LICENSORS DO NOT WARRANT THAT THE SITE, OR ANY INFORMATION, PRODUCT OR SERVICE THAT MAY BE OBTAINED THROUGH A LINK FROM OR TO THE SITE, WILL BE UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.
D. UNDER NO CIRCUMSTANCES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, EXTRA-CONTRACTUAL LIABILITY, DELICT OR ANY OTHER LEGAL THEORY, SHALL DCOMPONENTS OR ITS LICENSORS BE RESPONSIBLE FOR, AND DCOMPONENTS HEREBY EXPRESSLY DISCLAIMS ALL LIABILITY FOR DAMAGES OF ANY KIND, WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL, COMPENSATORY, ACTUAL, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY, INCLUDING BUT NOT LIMITED TO PROPERTY DAMAGE, FINANCIAL LOSS, LOSS OF DATA, PERSONAL INJURY, DEATH, FINES, FEES, PENALTIES OR OTHER LIABILITIES ARISING OUT OF THE USE, THE INABILITY TO USE, REFERENCE TO, OR RELIANCE ON ANY INFORMATION OBTAINED ON, DOWNLOADED, OR HYPERLINKED FROM THE SITE OR THE CONTENT OF THE SITE, EVEN IF DCOMPONENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF OR ACCESS TO THE SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA YOU ASSUME ANY COSTS, LOSSES AND LIABILITIES RELATED THERETO.
E. DCOMPONENTS SHALL NOT BE LIABLE OR DEEMED TO BE IN DEFAULT FOR UNAUTHORIZED ACCESS TO THE SITE.
F. YOUR SOLE REMEDY FOR DISSATISFACTION WITH DCOMPONENTS OR THE SITE IS TO STOP USING THE SITE, INCLUDING ANY OF THE SERVICES OR PRODUCTS ADVERTISED OR AVAILABLE ON THE SITE. IF, FOR ANY REASON, THE FOREGOING LIMITATION IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE INVALID OR INAPPLICABLE UNDER THE CIRCUMSTANCES, YOU AGREE THAT DCOMPONENTS'S TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE SHALL BE LIMITED TO THE AMOUNT PAID BY YOU, IF ANY, FOR THE UNDERLYING SERVICES OR PRODUCTS OR FOR ACCESSING THE SITE, AS THE CASE MAY BE.
G. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH EVENT, THESE EXCLUSIONS AND LIMITATIONS SHALL APPLY TO THE GREATEST EXTENT ALLOWED BY APPLICABLE LAW.
V. Links, Viruses and Indemnification
B. Viruses. DCOMPONENTS cannot and does not guarantee or warrant that the Site, the Content or the Services are compatible with your systems or that the Site, the Content or the Services will be free of viruses, disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your systems. You are responsible for the costs of any service, repairs or connections which may be necessary to your systems as a result of your use of the Site, the Content or the Services.
VI. Entire Agreement, Severability and Electronic Communications
B. Electronic Communications. When you access or use the Site or send e-mails to DCOMPONENTS, you are communicating with DCOMPONENTS electronically. You consent to receive communications from DCOMPONENTS electronically. DCOMPONENTS will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that DCOMPONENTS provides to you electronically satisfy any legal requirement that such communications be in writing.
VII. Governing Law and Dispute Resolution
A. The validity, interpretation and performance of this Agreement, with respect to use of the Site shall be governed by and construed in accordance with the laws of the State of Vermont, without regard to conflicts of laws principles. Any and all disputes arising hereunder shall be submitted to final and binding arbitration before a single arbitrator, in accordance with the Rules of commercial arbitration of the American Arbitration Association. Such arbitration shall take place in Burlington, Vermont or in such other location as the Parties hereto may agree upon. Failing such an agreement on another venue location for arbitration, the default choice of location stated herein shall be applicable. This arbitration clause is intended to exclude recourse to any and all regular courts of justice. Both you and DComponents hereby waive the right or entitlement to a jury trial. Notwithstanding the foregoing, DComponents may commence legal action in any court of competent jurisdiction in connection with any of the following subject matters: (i) the collection of any sum of money claimed by DComponents for products sold and/or services rendered; (ii) indemnification by you in connection with third party legal action, whenever such indemnification is based upon a covenant contained herein, or your breach hereof; and/or (iii) to obtain injunctive or other equitable relief that is unavailable by way of arbitration.
B. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
VIII. Discontinuance of Service
DCOMPONENTS may change, suspend or discontinue any aspect of the Site at any time, including the availability of any feature, database, or Content. DCOMPONENTS may also impose limits on certain features and services or restrict your access to the Site, in whole or in part, without notice or liability.
IX. Termination and Waiver
A. Suspension. DCOMPONENTS reserves the right to deactivate, suspend, block or terminate your use of the Site if such use is found or is reasonably suspected to involve or facilitate any unauthorized, illegal, abusive, or unethical act or a violation of these Terms.
B. Termination of Use. The permission to use the Site granted by this Agreement automatically terminates if you breach any of the terms and conditions contained herein. Upon termination, you must immediately destroy any downloaded or printed materials. Any unauthorized use of any Content contained in this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications statutes and regulations.
C. Failure by DCOMPONENTS to exercise any right or remedy under this Agreement does not constitute a waiver of that right or remedy.
D. The applicability of this Agreement in relation to your use of this Site prior to such termination of use shall survive such termination.
X. Contact Information
All notices to and correspondence with DCOMPONENTS should be directed to a DCOMPONENTS representative.
Terms and Conditions of Sale
These terms and conditions govern the sale of Products ("Products") and the provision of services ("Services") by DComponents Corporation (herein referred to as "Seller") to its customers (herein referred to “Buyer”). These terms and conditions ("Agreement") take precedence over Buyer’s supplemental or conflicting terms and conditions to which notice of objection is hereby given. Acceptance by Seller of an order is limited to and conditioned upon Buyer’s assent to these terms and conditions. Neither Seller’s commencement of performance or delivery shall be deemed or constituted as acceptance of Buyer’s supplemental or conflicting terms and conditions. Buyer’s acceptance of the Products and/or Services from Seller shall be deemed to constitute acceptance of the terms and conditions contained herein. THESE TERMS AND CONDITIONS MAY ONLY BE WAIVED OR MODIFIED BY SELLER IN A WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF SELLER.
All orders placed by Buyer are subject to acceptance by Seller. Orders may not be cancelled or rescheduled without Seller’s written consent. All orders must include delivery dates, quantities and complete description of Products being purchased. Seller may in its sole discretion allocate Product among its Customers.
(a) The prices of the Products are those specified on the front of Seller’s invoice. Pricing for undelivered Product may be increased in the event of any increase in Seller’s cost, change in market conditions or any other cause beyond Seller’s reasonable control. Price quotations, unless otherwise stated, shall automatically expire thirty (30) calendar days after the date on which they were issued and they may be cancelled or amended within that period upon notice to Buyer.
(b) Unless otherwise agreed to in writing by Seller, all prices quoted are exclusive of shipping/handling charges, duties, and taxes including, but not limited to, federal, state, provincial and local sales, excise, value added, goods and services taxes and any other taxes. Buyer agrees to pay these taxes unless Buyer has provided Seller with an exemption resale certificate in the appropriate form for the jurisdiction of Buyer’s place of business and any jurisdiction to which Products are to be directly shipped hereunder, or unless the sale is otherwise exempt from these taxes. Buyer agrees to indemnify and hold Seller harmless for any liability for tax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, transportation and taxes shall appear as separate items on Seller’s invoice.
(a) Unless Seller has expressly agreed otherwise in writing, full payment is due upon placing an order through Seller’s website. For all other orders, and subject to prior approval of credit, corporate standard terms of payment are net thirty (30) days from the date of invoice unless otherwise specified in writing by Seller. In addition, Buyer will be deemed to have accepted an invoice upon the fifteenth (15th) day from the date of invoice and no further objections to the invoice will be permitted or accepted. Seller may invoice each shipment separately and each shipment shall be considered a separate and individual contract. Buyer agrees to pay any such invoice pursuant to its terms without the benefit of setoff or deduction.
(b) All late payments shall be charged interest computed on a daily basis from the due date until paid in full. A late charge of one and one-half percent (1 1/2%) per month (equivalent to 18% per year) or the maximum rate permitted by applicable law, whichever is less, will be imposed on all past due accounts. Buyer shall be liable for costs of collection, including reasonable attorneys’ fees and court costs, in any proceedings to collect past due amounts.
(c) Transportation charges from Seller’s facility to Buyer’s facility shall be paid by Buyer to Seller, in addition to the purchase price of the Product, unless otherwise expressly agreed to in writing by Seller. Seller will select the carrier in the absence of specific instructions by Buyer.
(d) Seller reserves the right to establish and/or change credit and payment terms extended to Buyer when, in Seller’s sole opinion, Buyer’s financial condition or previous payment record warrants such action.
(e) If Seller believes in good faith that Buyer's ability to make payments may be impaired or if Buyer shall fail to pay any invoice when due, Seller 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, and Buyer shall remain liable to pay for any Products already shipped.
(f) Seller retains a purchase money security interest in the Products delivered to Buyer, and in their accessories, replacements, accessions, proceeds and Products, including accounts receivable (collectively, the "Collateral") to secure payment of all amounts due under this Agreement. Buyer’s failure to pay any amounts hereunder in full when and as due shall constitute a default hereunder and shall give Seller all rights of a secured party. If Buyer fails to pay any amount when due, Seller shall have the right to repossess and remove all or any part of the Collateral from Buyer, but not from Buyer’s Customers. Any repossession or removal shall be without prejudice to any other remedy of Seller hereunder, at law or in equity. Buyer agrees, from time to time, to take any act and execute and deliver any document (including, without limitation, financing statements) reasonably requested by Seller to transfer, create, perfect, preserve, protect and enforce this security interest.
(g) Any payment received from Buyer may be applied by Seller against any obligation owing from Buyer to Seller, regardless of any statement appearing on or referring to such payment, without discharging Buyer's liability for any additional amounts owing from Buyer to Seller, and the acceptance by Seller of such payment shall not constitute a waiver of Seller's right to pursue the collection of any remaining balance.
4. Delivery and Title
All deliveries will be made FCA (as defined in Incoterms 2010) Seller’s facility in Plattsburgh, NY. Subject to Seller's right of stoppage in transit, delivery of the Products to the carrier shall constitute delivery to Buyer and title and risk of loss shall thereupon pass to Buyer. Selection of the carrier and delivery route shall be made by Seller unless specified by Buyer. Buyer acknowledges that delivery dates provided by Seller are estimates only and Seller shall not be liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of Seller nor shall the carrier be deemed an agent of Seller. In the event of delay caused by any such event, the date of delivery shall be extended for a period equal to the time lost as a consequence of the delay in delivery without subjecting Seller to any liability or penalty. If the Products perish while in the custody of the carrier, the Seller shall be deemed to have performed its obligations in full. Delivery of a quantity, which varies from the quantity specified, shall not relieve Buyer of the obligation to accept delivery and pay for the Products delivered. Delay in delivery of one instalment shall not entitle Buyer to cancel other instalments. Seller does not pay for nor subscribe for cargo insurance or full value liability with the chosen carrier. If Buyer desires to insure such risk, it is incumbent upon Buyer to procure the required coverage.
Shipments will be deemed to have been accepted by Buyer upon delivery of the said shipments to Buyer unless rejected upon receipt. Buyer shall perform whatever inspection or tests Buyer deems necessary as promptly as possible but in no event later than five (5) working days after delivery, after which time Buyer will be deemed to have irrevocably accepted the Products. Any discrepancy in shipment quantity must be reported within five (5) working days of receipt of the Products. In the event of an over shipment, 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 or the issuance of another invoice to account for such additional items.) Any Product return shall be subject to compliance with Seller’s Return Policy and applicable restocking charges, as the case may be. Products not eligible for return shall be returned to Buyer freight collect. Nothing herein is to be construed as an undertaking or covenant on the part of Seller to issue any RMA or accept any return.
6. Limited Warranty and Limitation of Liability
(a) Seller will transfer to Buyer any transferable warranties or indemnities that the manufacturer of the Product or the third party vendor/service provider provides to Seller. If such warranty is not transferable to Buyer, then SELLER shall warrant the Product or service in the same manner and to the same extent as if the original manufacturer warranty had been transferable to Buyer. SELLER SHALL HAVE NO LIABILITY TOWARDS BUYER BEYOND THE EXPRESS TERMS OF SUCH MANUFACTURER PRODUCT WARRANTIES. SELLER ASSUMES NO LIABILITY FOR THE QUALITY OF THE WORK PERFORMED OR SERVICES RENDERED BY THIRD PARTY VENDORS/SERVICE PROVIDERS. IT IS BUYER'S OBLIGATION TO REQUEST COPIES OF ANY APPLICABLE MANUFACTURER WARRANTIES AND BUYER SHALL BE DEEMED TO HAVE ACCEPTED SUCH WARRANTIES UPON ACCEPTANCE OF THE PRODUCTS AND/OR SERVICES.
(b) Seller’s exclusive obligations with respect to a non-conforming Product or Service shall be, at Seller’s option, to repair or replace the Product, if it is determined to be defective, or to re-perform the Service, or to refund to Buyer the purchase price paid for the Product or Service. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIABILITY OF SELLER UNDER THIS SECTION 6(B) FOR ALL CLAIMS SHALL NOT EXCEED THE SUM OF BUYER’S PAYMENTS FOR THE PRODUCTS OR SERVICES WHICH ARE THE SUBJECT OF THE DISPUTE AND THE FOREGOING IS BUYER’S SOLE AND EXCLUSIVE REMEDY FOR ALL CLAIMS UNDER THIS SECTION 6(B). THE FOREGOING WARRANTIES ARE THE SOLE WARRANTIES, EXPRESS OR IMPLIED, GIVEN BY SELLER IN CONNECTION WITH THE PRODUCTS AND SERVICES, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND WARRANTIES AGAINST LATENT DEFECTS.
(c) Replacement Products shall be warranted as set forth in Section 6(a) above. Any Products repaired or serviced by Seller shall be warranted as provided in this Section 6(b) for the remainder of the manufacturer’s warranty period.
(d) No warranty shall apply to any Product that has been subject to misuse, improper testing, assembly, mishandling, or which has been operated contrary to current instructions relating to installation, maintenance or operation, or contrary to industry standards relating to acceptable input power.
(e) Seller disclaims, and shall have no liability for any trademark, trade dress, trade secret, copyright, design or patent infringement, or any other intellectual property right, which may occur, as a result of the sale of Products to Buyer. The only remedy or recourse for trademark, trade dress, trade secret, copyright, design or patent infringement, or any other intellectual property right, shall be against the manufacturer of the Products which is explicitly subject to the limited warranty of the manufacturer of the Product. There shall be no remedy or recourse against Seller or the manufacturer to the extent the infringement arises from or is otherwise based upon (i) the manufacturer's compliance with the particular requirements of Buyer that differ from the manufacturer's standard specifications for the Product; (ii) modifications or alterations of the product other than by the manufacturer; or (iii) a combination of the Product with other items.
(f) BUYER SHALL NOT IN ANY EVENT BE ENTITLED TO, AND SELLER SHALL NOT BE LIABLE FOR, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION COSTS, REMOVAL AND/OR REINSTALLATION COSTS, REPROCUREMENT COSTS, LOSS OF PROFIT OR REVENUE, LOSS OF DATA, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEAD, INJURY TO REPUTATION OR LOSS OF CUSTOMERS, EVEN IF THE SAME WERE FORESEEABLE AND/OR SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BUYER'S RECOVERY FROM SELLER FOR ANY CLAIM SHALL NOT EXCEED BUYER'S PURCHASE PRICE FOR THE PRODUCT GIVING RISE TO SUCH CLAIM IRRESPECTIVE OF THE NATURE OF THE CLAIM, WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE. SELLER SHALL NOT BE LIABLE FOR AND BUYER SHALL INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM ANY CLAIMS BASED ON SELLER'S COMPLIANCE WITH BUYER'S DESIGNS, SPECIFICATIONS OR INSTRUCTIONS, OR MODIFICATION OF ANY PRODUCTS BY PARTIES OTHER THAN SELLER, OR USE IN COMBINATION WITH OTHER PRODUCTS. IF, FOR ANY REASON, THE FOREGOING LIMITATIONS ARE FOUND BY AN ARBITRATION PANEL OR COURT OF COMPETENT JURISDICTION TO BE INVALID OR INAPPLICABLE UNDER ANY APPLICABLE LAW, BUYER AGREES THAT SELLER’S TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE SHALL BE LIMITED TO ACTUAL DAMAGES WITHOUT REGARD TO ANY PUNITIVE OR EXEMPLARY DAMAGES PROVIDED BY ANY SUCH APPLICABLE LAW.
(g) Buyer acknowledges that this Agreement was entered into freely, without coercion and at arm’s length and that Buyer was not fraudulently induced to enter into this Agreement, in whole or any part, and Buyer explicitly disclaims and waives any claim with respect thereto.
7. Intellectual Property
If any Product includes software or other intellectual property, such software or other intellectual property is provided by Seller to Buyer subject to the copyright and user license, if any, for such Products, 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.
8. Export Control/Use of Products
Buyer certifies that it will be the recipient of Products to be delivered by Seller. Buyer acknowledges that the Products are subject to the export and/or import control laws and regulations of various countries including the Export Administration Laws and Regulations of the United States. Buyer agrees to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required and acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Products sold by Seller cannot be transferred, sold or re-exported to any party on the Entity List or Restricted Person List of the U.S. Department of Commerce, Bureau of Industry and Security (BIS), any party designated by the U.S. Treasury Department’s Office of Foreign Assets Control, and any party debarred or sanctioned for proliferation or terrorism reasons by the U.S. State Department. Products sold by Seller are not designed, intended or authorized for use in life support, life sustaining, nuclear, or other applications in which the failure of such Products could reasonably be expected to result in personal injury, loss of life or catastrophic property damage. If Buyer uses or sells the Products for use in any such applications: (1) Buyer acknowledges that such use or sale is at Buyer's sole risk; (2) Buyer agrees that Seller and the manufacturer of the Products shall not be not liable, in whole or in part, for any claim or damage arising from such use; and (3) Buyer agrees to indemnify, defend and hold Seller 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.
9. Technical Assistance or Advice
Any technical assistance or advice offered by Seller in regard to the use of any Product or provided in connection with Buyer’s purchases is given free of charge and only as an accommodation to Buyer. Seller shall have no obligation to provide any technical assistance or advice to Buyer and if any such assistance or advice is provided, such fact will not obligate Seller to provide any further or additional assistance or advice. Seller shall not be held liable for the content or Buyer’s use of such technical assistance or advice nor shall any statement made by any of Seller’s representatives in connection with the Products or Services constitute a representation or warranty, express or implied. DComponents performs no testing of Product and relies solely on the manufacturer of the product for identification of RoHS Compliance and for absence of lead. Further DComponents makes no warranty, certification or declaration of compliance concerning said Products. DComponents understands the term "Lead Free" as pertaining to any product which has been declared by a Supplier to be "Lead Free". All statements by DComponents of RoHS compliance are based solely on product manufacturer documentation and DComponents hereby disclaims any all liability in relation with the accuracy or truthfulness of said representations. BUYER ACKNOWLEDGES THAT SELLER IS NOT AN EXPERT AND RELIANCE BY BUYER UPON ANY INFORMATION OR ADVICE PROVIDED BY SELLER SHALL BE ENTIRELY AT BUYER’S RISK AND BUYER HEREBY WAIVES AND SELLER DISCLAIMS ANY AND ALL RIGHTS, REMEDIES, RECOURSES AND CAUSES OF ACTION BASED THEREON.
10. NCNR Product
Seller shall have discretion to designate Product as being “non-cancellable/ non-returnable” (“NCNR”), either on the Site, at the time of quotation and/or of order acknowledgement. Whenever Seller designates Product as being NCNR, and Buyer indicates, either in express or implied manner, that Buyer wants to go through with the purchasing of said NCNR product from Seller, the following rules shall apply: (i) Buyer shall be liable to accept delivery and pay for the entire quantity of NCNR product ordered; (ii) Seller may require Buyer to provide payment in advance or security for the amount of the purchase price of the NCNR product; (iii) Buyer shall have no order cancellation, return or re-scheduling rights or privileges, unless expressly agreed to in writing by Seller; Seller being under no obligation whatsoever to accept or grant any such rights or privileges; and (iv) Seller may require Buyer to enter into a separate written agreement for the purchase of said product, which agreement shall apply in parallel to the Terms and Conditions of Sale. This paragraph 10 shall have precedence over any inconsistent or incompatible provision of these Terms and Conditions of sale.
11. Limitation Period
Subject to any of the limitations expressed in the applicable manufacturer’s warranty, no action by Buyer may be brought at any time for any reason against Seller or the manufacturer more than twelve (12) months after the occurrence of the facts upon which the cause of action arose.
12. Dispute Resolution
(a) The validity, interpretation and performance of this Agreement, with respect to use of the Site shall be governed by and construed in accordance with the laws of the State of Vermont, without regard to conflicts of laws principles. Any and all disputes arising hereunder shall be submitted to final and binding arbitration before a single arbitrator, in accordance with the Rules of commercial arbitration of the American Arbitration Association. Such arbitration shall take place in Burlington, Vermont or in such other location as Seller and Buyer may agree upon. Failing such an agreement on another venue location for arbitration, the default choice of location stated herein shall be applicable. This arbitration clause is intended to exclude recourse to any and all regular courts of justice. Both Buyer and Seller hereby waive the right or entitlement to a jury trial. Notwithstanding the foregoing, DComponents may commence legal action in any court of competent jurisdiction in connection with any of the following subject matters: (i) the collection of any sum of money claimed by Seller for products sold and/or services rendered; (ii) indemnification by Buyer in connection with third party legal action, whenever such indemnification is based upon a covenant contained herein, or your breach hereof; and/or (iii) to obtain injunctive or other equitable relief that is unavailable by way of arbitration.
(b) With respect to all disputes, the provisions of the United Nations Convention on Contracts for the International Sale of Goods 1980 (as amended, replaced or codified from time to time) shall not apply.
13. Force Majeure
Force Majeure: Seller shall not be liable for its inability to secure sufficient quantities of any Product or failure to deliver due to causes beyond Seller’s reasonable control including, but not limited to, acts of God, natural or artificial disaster, riot, war, strike, delay by carrier, loss of or damage to cargo, shortage of Product, acts or omissions of third parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, acts of terrorism, delays in transportation or inability to obtain labor, materials or Products through its regular sources, which shall individually or in any combination be considered as events of force majeure excusing Seller from performance and barring remedies for non-performance. In an event of force majeure condition, the Seller’s time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition without subjecting Seller to any liability or penalty. Seller may, at its option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to Buyer.
No course of dealing or failure by Seller to strictly enforce any term, right or condition of this Agreement shall be construed as a waiver of that term, right or condition nor shall Seller’s acceptance of a purchase order be deemed as an acceptance of any terms and conditions therein.
15. Entire Agreement
These Terms and Conditions of Sale (together with any agreements, policies or terms incorporated by reference) shall constitute the complete, final and exclusive statement of the terms of the Agreement between Buyer and Seller with respect to the transactions between Buyer and Seller and shall not be modified or rescinded, except by a writing signed by Seller and Buyer. The provisions of these Terms and Conditions of Sale supersede all prior oral and written quotations, communications, agreements, and understandings of the parties with respect to the transactions between Buyer and Seller. Products furnished and services rendered by Seller are done so only in accordance with these Terms and Conditions of Sale. If any provision of these Terms and Conditions of Sale is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions of Sale, which shall remain in full force and effect.
As used herein, terms appearing in the singular shall include the plural and terms appearing in the plural shall include the singular. No rights, duties, agreements or obligations hereunder may be assigned or transferred by Buyer, by operation of law, merger or otherwise, without the prior written consent of Seller. Any attempted or purported assignment shall be void. Seller's obligations under these terms and conditions may be performed by divisions, subsidiaries or affiliates of Seller and/or by third party vendors. The obligations, rights, terms and conditions hereof shall be binding on the parties hereto and their respective successors and assigns. The waiver of any provision hereof or of any breach or default hereunder shall not be deemed a waiver of any other provision hereof or breach or default hereunder. 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.
A. Privacy Statement
B. Information Collected
(i) Personal Information
DCOMPONENTS may collect voluntarily submitted Personal Information including your name, e-mail address, postal address, telephone number, facsimile number, credit card information, and demographic information (such as, city, state or province and country, or any other demographic information that you may submit) in order to provide you with the requested services available on the Site. This Personal Information is collected and stored only as necessary to fulfill your request.
(ii) IP Address
DCOMPONENTS may collect an IP address from all users of the Site. An IP address is a number that is assigned to your computer when you use the Internet. DCOMPONENTS does not link the IP address with personally identifiable information.
(iii) Applets and Cookies
DCOMPONENTS may use applets and cookies on the Site. Applets are pieces of self-executing computer code that may be downloaded to your computer, and are deleted when you leave the Site. Cookies are pieces of information that some websites transfer to the computer that is browsing that website and are used for record-keeping purposes at many websites. Most standard internet browsers are set to automatically accept applets and cookies. However, you can adjust your browser settings to refuse all applets and cookies or to inform you when one is being placed on your hard drive. If you choose to have your browser refuse applets and cookies, it is possible that some areas of the Site will not function properly or will be outdated when you view them.
(iv) Other Information
Certain non-personal information about visitors to the Site is recorded by the standard operation of our computer servers. For example, DCOMPONENTS automatically gathers statistical information about the Site and its visitors, such as browsers, pages viewed, and number of visitors.
C. Use of Information Collected
(i) Personal Information
All Personal Information you provide to us is used to provide you with the requested services, such as processing your on-line orders, improving the services offered by DCOMPONENTS, and enhancing your on-line experience. In addition, your Personal Information may be disclosed to third parties, as necessary, in order to service, process or administer your on-line request or order. In addition, your Personal Information may be used in connection with surveys, polls and/or contests conducted by DCOMPONENTS on the Site. However, in such instances, this Personal Information will only be used if voluntarily submitted by you and only in accordance with reasonable, identified purposes. For example, if you choose to participate in the surveys, polls and/or contests offered through the Site, DCOMPONENTS will ask you to submit Personal Information, such as your name, e-mail address, postal address, fax number and demographic information (such as, city, state or province and country, or any other demographic information that you may submit). Unless you affirmatively consent to enter such Personal Information, none will be used. Any Personal Information collected in polls or surveys may be displayed to other Site users in aggregate form to notify users of the poll or survey results. However, data collected through polls and/or surveys are not tied to Personal Information. Information collected through the contests will be used to administer the contest and notify the contest winners, unless otherwise stated at the time of entry. In addition to the foregoing, DCOMPONENTS may use Personal Information for internal marketing purposes in connection with DCOMPONENTS's services and may disclose Personal Information to third parties in connection with such purposes. As a result, you may receive communications from such third parties. You will always be given the opportunity to opt out of receiving such communications at the time that your Personal Information is being submitted to DCOMPONENTS. If you do not wish to receive such communications, you can "opt-out" in accordance with Section VIII below.
(ii) IP Address
DCOMPONENTS uses IP addresses to analyze trends, administer the Site, track users' movement, and gather broad demographic information for aggregate use. IP addresses are not linked to Personal Information. DCOMPONENTS may disclose this information to third parties in connection with its marketing purposes.
(iv) Other Information
Certain non-personal statistical information about visitors to the Site, such as browsers, pages viewed, number of visitors, etc., may be used to optimize each particular user's experience on the Site. We also track the domains from which the Site was visited and use that data, together with the other non-personal information, to analyze trends and statistics before we discard it.
D. Disclosure of Personal Information
(i) Sharing with Third Parties
Except as described in this section, DCOMPONENTS will not provide your Personal Information to third parties without your permission. DCOMPONENTS does not currently sell trade or rent Personal Information or your IP address to any third party without your prior consent. Personal Information provided to third parties is limited to only that which is reasonably needed by third parties to carry out their functions in connection with servicing, processing or administering your request or order.
(ii)Restrictions on Third-Party Use
DCOMPONENTS requires that third parties who have access to Personal Information held by us comply with certain safeguards, such as using the Personal Information only for the permitted previously identified purpose, and returning the Personal Information to us or destroying the Personal Information once that purpose is served.
(iii) Guidelines for Transfer of Personal Information
DCOMPONENTS will only transfer Personal Information to third parties consistent with the principles of notice and choice set forth in applicable privacy laws. This means that DCOMPONENTS will inform you of the potential for transfer of your Personal Information to third parties and obtain your consent prior to such transfer. Where transfer of the personal information is consistent with the purpose for which the data was originally collected or where consent to the transfer has been obtained, DCOMPONENTS will transfer the data to a third party only if DCOMPONENTS ascertains that the third party subscribes to Safe Harbour principles, or enters into a written agreement with DCOMPONENTS requiring the third party to provide you with an opportunity to withdraw consent for the use of your Personal Information and to comply with applicable privacy laws. DCOMPONENTS will disclose your Personal Information, without notice, only if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on the Site; (b) protect and defend the rights or property of DCOMPONENTS; and (c) act in urgent circumstances to protect the personal safety of DCOMPONENTS's employees, the users of the Site, or the public.
In addition, DCOMPONENTS may, as permitted by law, provide Personal Information to (a) consumer reporting agencies to verify your creditworthiness to process your request or (b) third parties in connection with a proposed or actual sale, merger, or transfer of all or a portion of DCOMPONENTS's business, assets or an operating unit.
E. Security Measures
F. Links to Third-Party Web Sites
You have choices regarding the collection, use and disclosure of your Personal Information for purposes not directly related to the Site. You may cancel DCOMPONENTS's services, "opt-out" of receiving promotional materials from DCOMPONENTS and/or third parties, and remove your Personal Information from our database by simply sending an e-mail request to DCOMPONENTS.
I. User Access to Personal Information
J. Use by Children
(i) DCOMPONENTS Policy
This Site is not geared to children less than 13 years of age, and DCOMPONENTS does not seek to collect Personal Information about children under 13 years of age through its Site. If we discover that such information has been provided and collected through the Site, we will delete such information. Thus, we typically retain no identifiable information about kids.
(ii) Removal of Child's Personal Information
Parents may request deletion of Personal Information provided to DCOMPONENTS through the Site by sending an e-mail to DCOMPONENTS with the following information: (a) parent's name, address (and second address, if the child shares two addresses), telephone number, and e-mail address; and (b) the child's name and/or nickname, and e-mail address. This information will only be used to search our databases and deliver confirmation to you that the child's Personal Information has been deleted. Please note that the deletion of your child's Personal Information from DCOMPONENTS's database will prevent DCOMPONENTS from notifying you or your child in the event of a recall of a product your child purchased in violation of our policies. Therefore, if your child purchased products through the Site in spite of our efforts to prevent it, we recommend that you simply request the substitution of your name for your child's name in our records, in order to be notified in the event of a recall.
K. Contact Information
Product Return Policy
1. Requesting Return Authorizations
You (the “Customer”) may obtain a Return Authorization (“RMA”) Number by contacting a Customer Service representative at customerservice@DComponents.com . RMA Numbers ensure that returned products will be properly credited to the Customer’s account. Products returned without an RMA Number will be returned to the sender. Please be prepared to provide related part number and invoice information when requesting RMA.
Any and all returned Product must be undamaged and be in the manufacturers sealed packaging to ensure that there is no possibility of physical damage, electrostatic discharge damage (ESD) or exposure to moisture. Product labelling must be in place so that we have clear traceability to our original shipment. We must be able to restock and resell this product with absolute confidence. No return will be accepted unless these conditions are strictly met. If returned Product is lost or damaged while in transit, Customer shall bear the risk of such loss or damage.
2. Incorrect Product
DComponents will promptly provide RMA Numbers in the unlikely event that we have shipped the incorrect Product or a quantity in excess of the quantity ordered. We request that you provide a copy of your original purchase order. Product must be returned in its original packaging and labelling to help our investigation and processing. Your account will be credited when the incorrectly shipped Product is received and verified. RMA must be requested within five (5) days of the subject shipment date.
3. Defective Product
If you believe that you have received Product that does not meet the applicable product manufacturer’s specifications, you must initiate the return process by contacting our customer service representative. You may be asked to send us a sample of the allegedly defective product for failure analysis.
If the manufacturer confirms the problem, they will authorize the return of affected product and DComponents will provide replacement product or credit. DComponents will also require the manufacturer to provide appropriate Corrective Actions to prevent further component failures.
If the manufacturer determines that the failure exhibits meet the manufacturers' specifications, DComponents will forward the manufacturer’s completed Test Report and exhibits back to you.
4. Shipping Damage
If you receive damaged product with visible damage to external shipping containers, please report the damage to the carrier at the time of receipt. Please contact DComponents with details of the damage.
5. Return Requests due to Customer Errors or for Customer Convenience
DComponents will consider return requests, at its sole discretion and without obligation, due to Customer error or for Customer convenience subject to the following restrictions:
a. Product must not be designated or considered by DComponents as NCNR (Non Cancellable, Non Returnable).
b. Customer convenience and Customer error returns shall be subject to discretionary restocking charges of at least 15%, which will be determined on a case by case basis, with consideration for associated costs. If the return results in Customer purchasing less than the threshold quantity for which the “quantity pricing” is applicable and Customer initially benefitted from said “quantity pricing”, a pricing adjustment will be made to the original purchase.
c. All Customer error or Customer convenience returns will be carefully inspected prior to restocking. Any product that is not suitable for restocking will be returned to the Customer without credit.
All returned product shall be shipped prepaid. C.O.D. shipments cannot and will not be accepted. Whenever product is returned due to DComponents shipping the wrong Product, an amount equivalent to the reasonable return freight charges will be credited to the Customer.