Terms And Conditions Of Sale

Terms And Conditions Of Sale

All orders made with AGI Electronics and its affiliated entities, subsidiaries, and associates are governed by the terms specified in this Agreement, which include the following Terms and Conditions of Sale (referred to as "Conditions"). Any attempt by a Customer or "Buyer" to introduce changes through additional documents is explicitly rejected. Preprinted terms and conditions on any of the Buyer's documents (e.g., order confirmations) or AGI Electronics' failure to object to conflicting or supplementary terms will not alter or supplement the terms outlined in this Agreement. Upon accepting this Sales Order, the Buyer unreservedly acknowledges and agrees to all the Sales Order Terms and Conditions. In cases where any provision of this Agreement contradicts any term or condition stated in prior or subsequent documentation, the provisions of this Agreement will take precedence and be controlling. Orders submitted using forms that differ from these terms and conditions may be accepted, but only under the condition that the terms outlined in this Agreement will take precedence and govern the order exclusively. Any violation of these terms and conditions will lead to the termination of future business relations.

Terms Of Payment

Payment of the complete invoice amount, without any deductions or offsets, must be made by the due date specified on AGI Electronics' invoice. If any portion of your charges remains unpaid beyond the due date on your invoice in any given month, we reserve the right to assess a late payment fee or interest on those outstanding balances, in accordance with the maximum amounts or interest rates allowed by applicable law. In the event that we engage a collection agency or initiate legal action to recover unpaid amounts, you are responsible for covering all costs and expenses associated with these collection efforts, including attorney fees.

AGI Electronics retains the right to modify the terms of the Buyer's credit, request financial data from the Buyer to verify their creditworthiness, demand a bank guarantee or other forms of security, or suspend any pending orders from the Buyer at any time. AGI Electronics is also authorized to allocate payments to any outstanding accounts of the Buyer. In the event of a default by the Buyer in making any payment under this Agreement, AGI Electronics may reschedule or cancel pending deliveries and declare all outstanding invoices immediately due and payable.

The Buyer commits to resolving disputes with AGI Electronics in a fair and honest manner. The Buyer's organization agrees not to initiate chargebacks on payments made to AGI Electronics for Products. If a chargeback is initiated or threatened regarding a purchase, AGI Electronics will automatically block the Buyer's customer account, preventing future quoting or purchases.

Returns And Refunds

All requests for product returns must undergo a review process and receive prior written approval from AGI Electronics. A return request will be considered valid only when AGI Electronics has issued a written Returned Merchandise Authorization (RMA) and provided an RMA number to the Buyer. For approved RMAs, AGI Electronics will accept returned products and refund the Buyer's purchase price only if all of the following conditions are met:

Products are returned to AGI Electronics within a period of five(5) calendar days from the date when AGI Electronics approved the return request.

Products are returned to AGI Electronics along with a failure report in the English language from a reputable independent testing facility, certifying the issues with the products' form, fit, or function.

Alternatively, products are returned to AGI Electronics accompanied by a failure report in the English language from the Buyer's in-house testing laboratory, certifying issues with the products' form, fit, or function, and the failure is replicated and confirmed by AGI Electronics' authorized laboratory.

Products are returned to AGI Electronics in an unused condition and within their original packaging, maintaining their original condition, form, fit, and function. Any modifications to the product or its packaging will be considered as the Buyer's acceptance of the goods, voiding any remedies available to the Buyer under this policy provision.

AGI Electronics is committed to addressing counterfeiting concerns earnestly and employs various verification procedures to avoid handling counterfeit components. According to AS6081, a counterfeit component is defined as a "fraudulent part that has been confirmed to be a copy, imitation, or substitute that has been represented, identified, or marked as genuine, and/or altered by a source without legal right with intent to mislead, deceive, or defraud." If the Buyer raises a suspicion of counterfeit product, a review of the product against a golden sample must be conducted and confirmed by an authorized representative at the manufacturer as counterfeit. AGI Electronics requires comprehensive, unaltered documentation of this determination from the manufacturer, including the name, title/position, and direct contact information of the manufacturer's authorized individual who made the determination for verification purposes. AGI Electronics reserves the right to contact the source for additional verification, and any lack of cooperation from the manufacturer's authorized individual may adversely affect the Buyer's claim.

AGI Electronics will approve an RMA only if the defect is solely attributable to AGI Electronics or the original manufacturer, and if the Buyer meets the notice and usage requirements. RMAs will not be granted for damages, shortages, or discrepancies caused by the Buyer, the carrier or shipping provider, or any other third party. The Buyer's recovery from AGI Electronics for any claim will not exceed the purchase price paid by the Buyer for the goods, regardless of the nature of the claim. The Buyer must return all products, with prepaid shipping, as specified in the RMA.

Discretionary Returns: AGI Electronics is not obligated to accept discretionary returns, which refer to returns not resulting from AGI Electronics' error or documented part failure. If AGI Electronics chooses to accept such a return, the Buyer will receive a refund in the form of a credit note for future purchases, subject to a 20% restocking fee. The acceptance of such returns is solely at AGI Electronics' discretion.

Delivery

AGI Electronics will exert its best efforts to ensure the timely delivery of purchased products in accordance with the specified order requirements. It is understood that the delivery and/or shipment dates provided in association with any order are approximate estimates and do not constitute definitive or guaranteed delivery dates. AGI Electronics retains the discretion to carry out partial deliveries, and the Buyer is obligated to accept delivery and settle payment for the products that have been delivered. The occurrence of a delayed delivery for any portion of an order does not grant the Buyer the right to cancel or terminate the delivery of other items within the same order.

Warranty

Buyer acknowledges that AGI electronics is an independent distributor of electronic components and is not the manufacturer of the products. To the extent legally and contractually permitted, AGI electronics will pass through to Buyer any transferable product warranties, indemnities, and remedies provided to AGI electronics by the manufacturer. If required by law, AGI electronics warrants that at the time of delivery, products will conform to the specifications stated by the manufacturer in its published data sheet for the Products. All warranty claims for non-conformance to manufacturer’s specifications are valid for up to 12 months after delivery acceptance of the products and covers normal use only. AGI electronics’s pass-through limited warranties are order specific. Purchasing additional parts or products from AGI electronics does not extend this limited warranty period for previously covered components. The coverage period for used/refurbished Products may vary based on the specification sheet and/or sales invoice.

Certified Market Excess. Certified market excess (CME) is a special category of Product that has been serviceably used and may or may not have traceability records back to the original manufacturer. CME Product with older date codes may look older and may be reconditioned (e.g., retinned) to improve functionality. Product quoted under this category will undergo a full suite of verification testing including, but not limited to, detailed visual inspection, electrical testing, functionality testing and/or decapsulation, as applicable. Verification testing is performed to provide our best assurance of Product quality, fit, form and function to the extent possible.

Product certified under this program will enjoy an extended intial inspection period of fifteen days and extended, limited warranty protection against non-conformance that will be valid for up to 24 months after delivery of the product. Our CME warranty covers the original end-user’s normal use and is non-transferrable.

AGI electronics Inc. DOES NOT warrant and is not responsible for:

DAMAGE CAUSED BY FAILURE TO PROVIDE A SUITABLE INSTALLATION OR OPERATING ENVIRONMENT FOR THE PRODUCT AND/OR ACCESSORIES;

DAMAGE DURING SHIPMENT

DAMAGE CAUSED BY IMPACT WITH OTHER OBJECTS, DROPPING, FALLS, SPILLED LIQUIDS, OR IMMERSION IN LIQUIDS;

DAMAGE CAUSED BY THE USE OF THE PRODUCT FOR PURPOSES OTHER THAN THOSE FOR WHICH THEY ARE CUSTOMARILY USED;

DAMAGE CAUSED BY A POWER SURGE OR A DISASTER SUCH AS FIRE, FLOOD, WIND, EARTHQUAKE, OR LIGHTNING;

DAMAGE CAUSED BY ANY OTHER ABUSE, MISUSE, MISHANDLING, OR MISAPPLICATION;

DAMAGE FROM IMPROPER INSTALLATION OR MAINTENANCE;

DAMAGE CAUSED BY PROGRAMS, DATA, VIRUSES, OR OTHER FILES OR COMPONENTS.

A request to reject products during the warranty period is not valid until AGI electronics has been allowed to investigate the matter and has issued a written authorization and RMA number for the Buyer’s return. AGI electronics will accept returned products and refund Buyer’s purchase price if, and only if, all of the following conditions are met:

Products are returned to AGI electronics within fifteen (15) calendar days of the date such products were approved for return by AGI electronics;

Products are returned to AGI electronics accompanied by a failure report in the English language from a credible independent testing facility certifying the problem with the products’ form, fit or function; or Products are returned to AGI electronics accompanied by a failure report in the English language from the Buyer’s in-house test lab certifying the problem with the products’ form, fit or function and the failure is duplicated by AGI electronics’s authorized lab; and Products are returned to AGI electronics in their original packaging, condition, form, fit and function. AGI electronics will only issue an RMA if the defect is created solely by AGI electronics or the original manufacturer, and only if Buyer meets the notice requirement. AGI electronics will not grant RMAs for damage, shortage, or other discrepancy created by Buyer, the carrier or freight provider, or any other third party. Buyer's sole remedies under this provision at AGI electronics's discretion, are to:

(i) repair the products;

(ii) replace the products at no cost to Buyer;

(iii) refund Buyer the purchase price of the products.

Any replacement parts or products provided to the Buyer will be new or serviceably used, comparable in function and performance to the original part or product, and warranted for the remainder of the original warranty.

Buyer must return all Products, freight prepaid, as detailed in the RMA and pay any restocking charges. At AGI electronics’s discretion, AGI electronics will return all Products not eligible for return to Buyer, freight collect, or hold Product for Buyer's account at Buyer's expense.