Terms & Conditions

Following are terms and conditions for sale of products by dipmicro electronics ("DIPMICRO") to the customer ("Customer").

Order Acceptance and Cancellation

All orders are subject to acceptance in writing by DIPMICRO. Any written acknowledgement of receipt of an order shall not, in and of itself, constitute such acceptance. Accepted orders may be cancelled by DIPMICRO or Customer unless they were "Non-Cancelable/Non-Returnable", special orders, custom orders, orders for non-standard products, products not customarily in stock or orders for value-added products. Non-standard products are non-cancelable and non-refundable. In the event of cancellation or other withdrawal of an order for any reason, and without limiting any other remedy which DIPMICRO may have as a result of such cancellation or other withdrawal, reasonable cancellation or restocking charges shall include all expenses incurred and commitments made by DIPMICRO, and shall be paid by Customer. Customer requests to reschedule are subject to acceptance by DIPMICRO in its sole discretion. Orders may not be canceled or rescheduled after the order has been submitted by DIPMICRO to the shipment carrier. DIPMICRO reserves the right to allocate sales and limit quantities of selected products among its customers in its sole discretion. Product specifications and availability are subject to change without prior notice.

Returns

Customer must notify DIPMICRO within 30 days from date of shipment of any defective product. (See DIPMICRO's LIMITED WARRANTEE.) Returns are normally accepted when completed within 30 days of the ship date. If DIPMICRO agrees to accept a return, return freight charges must be prepaid by Customer. DIPMICRO will not accept COD shipments. Some products may require return directly to the manufacturer. Contact a sales representative for a Return Materials Authorization Number and addressing instructions prior to returning product. The foregoing statements concerning Returns do not apply to NON-CANCELABLE/NON-RETURNABLE PRODUCTS. (See the NON-CANCELABLE/NON-RETURNABLE PRODUCTS section in these terms.)

Prices

Orders are billed at the prices in effect at the time of shipment. Prices will be as specified by DIPMICRO and will be applicable for the period specified in DIPMICRO's quote. If no period is specified, quoted prices will be applicable for thirty (30) days. Prices shown are subject to change without notice. If Customer does not purchase the quantity upon which quantity prices are based, Customer will pay the non-discounted price for the quantity actually purchased and/or a cancellation or restocking fee. Prices are exclusive of shipping charges, taxes and other charges imposed by any government authority and bank fees.

Customer is responsible for duties and taxes.

Payment

All payments must be made in the currency billed on the original invoice. DIPMICRO accepts major credit cards. DIPMICRO does not offer net thirty (30) days. Prepaid Wire Transfer/EFT/Proforma: Customers can wire the funds to our bank. After your order is placed we will e-mail a Proforma invoice which includes our bank information, the merchandise total, shipping charges and a $25 (USD) wire transfer/ EFT fee. We will reserve stock for your order for 72 hours on orders awaiting funds.

Customer agrees to pay the entire net amount of each invoice from DIPMICRO pursuant to the terms of each such invoice, without offset or deduction. Checks are accepted subject to collection and the date of collection will be deemed the date of payment. Any check received from Customer may be applied by DIPMICRO against any obligation owing by Customer to DIPMICRO under this or any other contract, regardless of any statement appearing on or referring to such check, without discharging Customer's liability for any additional amounts owing by Customer to DIPMICRO. The acceptance by DIPMICRO of such check will not constitute a waiver of DIPMICRO's right to pursue the collection of any remaining balance. Invoices not paid when due will bear interest to date of payment at the annual rate of eighteen (18%) percent or such lower rate as may be the maximum permitted by law. If Customer fails to make payment when due, DIPMICRO may pursue any legal or equitable remedies, in which event DIPMICRO will be entitled to reimbursement of costs for collection and reasonable attorneys' fees. There is a $25 (USD) service charge on all returned checks.

Sales Tax

When required by law DIPMICRO will collect Federal and Ontario Provincial sale, use, excise, and other taxes that apply to a Customer's shipment. These taxes are in addition to the purchase price of the products subject to an order. Customer will remit the correct tax unless Customer is tax exempt and DIPMICRO has a valid signed tax exemption certificate on file.

All applicable VAT, PST, HST, and/or GST charges along with brokerage fees on international shipments will be the responsibility of the Customer and due at the time of delivery.

Delivery and Title

All shipments by DIPMICRO are F.O.B. point of shipment from DIPMICRO's facility and the amount of all transportation charges will be paid to DIPMICRO by the Customer in addition to the purchase price of the products. Subject to DIPMICRO's right of stoppage in transit, delivery of the products to the carrier will constitute delivery to Customer and title and risk of loss will pass to Customer. DIPMICRO will make reasonable efforts to initiate shipment and schedule delivery as close as possible to Customer's requested delivery date(s). Customer acknowledges that delivery dates provided by DIPMICRO are estimates only and that DIPMICRO will not be liable for failure to deliver on such dates. Selection of the carrier and delivery route will be made by DIPMICRO unless specifically designated by Customer. DIPMICRO reserves the right to make deliveries in installments. Delay in delivery of one installment will not entitle Customer to cancel any other installment(s). Delivery of any installment of Products within thirty (30) days after the date requested will constitute a timely delivery. Delivery of a quantity that varies from the quantity specified shall not relieve Customer of the obligation to accept delivery and pay for the Products delivered.

DIPMICRO Limited Warranty

DIPMICRO agrees to transfer to Customer whatever transferable warranties DIPMICRO receives from the manufacturer of Products sold to Customer. DIPMICRO makes no other warranty, express or implied, with respect to the Products. IN PARTICULAR, DIPMICRO MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT. DIPMICRO's liability arising out of any sale of products to Customer is expressly limited to either (1) Refund of the purchase price paid by Customer for such Products (without interest), or (2) Repair and/or replacement of such Products, at DIPMICRO's election, with such remedies exclusive and in lieu of all others. Customer must notify DIPMICRO within 30 days from date of shipment of any defective product. This warranty is in lieu of any and all other warranties, whether oral, written, expressed, implied or statutory. Implied warranties of fitness for a particular purpose and merchantability are specifically excluded and shall not apply. Customer's obligations and DIPMICRO's remedies with respect to defective or nonconforming products, are solely and exclusively as stated herein. Furthermore, no warranty will apply if the Product has been subject to misuse, static discharge, neglect, accident, modification, or has been soldered or altered in any way.

RoHS Compliance

DIPMICRO identifies and offers products to the Customer as RoHS Compliant or Lead Free, only after specific requirements have been met. DIPMICRO performs no testing of product and relies solely on the manufacturer of the product for identification of RoHS Compliance and for absence of lead. Furthermore, DIPMICRO makes no warranty, certification or declaration of compliance concerning said Products. Product is advertised or offered as RoHS Complaint or Lead-Free only after sufficient evidence is received from the component manufacturer; and any inventory, either in a bin or on order, has been determined to be RoHS compliant and/or Lead Free. Any relevant evidence will be filed and maintained for at least four years from the date of receipt. DIPMICRO defines the term "RoHS" as supplier declared compliance to all restricted hazardous substance regulations under the ELV, WEEE or RoHS EU directives, regulations or laws. DIPMICRO defines the term "Lead Free" as pertaining to any product that has been declared by a Supplier to be "Lead Free". All statements by DIPMICRO of RoHS compliance are based on producer documentation.

Product Country of Origin

DIPMICRO maintains Country of Origin information on all products in its inventory. This information may be provided to customers on product labels and product shipping documents. This information is based on manufacturer or distributor provided information according to US Treasury, US Customs Regulations. Manufacturers do not provide DIPMICRO with the country of origin of each raw material or subcomponent that is incorporated into the final product.

Limitation of Liabilities

IN NO EVENT SHALL DIPMICRO BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE including, but not limited to, damages resulting from loss of profit or revenue, recall costs, claims for service interruptions or failure to supply downtime, testing, installation or removal costs, costs of substitute products, property damage, personal injury, death or legal expenses. Customer's recovery from DIPMICRO for any claim shall not exceed the purchase price paid by Customer for the goods, irrespective of the nature of the claim, whether in warrant, contract or otherwise. CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD DIPMICRO HARMLESS FROM ANY CLAIMS BROUGHT BY ANY PARTY REGARDING PRODUCTS SUPPLIED BY DIPMICRO AND INCORPORATED INTO THE CUSTOMER'S PRODUCT.

Product Safety

Products are intended for commercial use only. Products are traceable at the manufacturer's level only. There is no lot level traceability. DIPMICRO does not determine the specifications or conduct any performance or safety testing of any products that it sells. Specification sheets provided to Customers are produced by the manufacturer or transcribed from information provided by the manufacturer. DIPMICRO is not a Qualified Manufacturers List (QML) supplier or a supplier of Qualified Product Listing (QPL) components. Customer agrees that all purchases are for commercial or other applications that do not require QPL components. Any reference to military specifications on our website is for reference only and does not modify these terms and conditions. DIPMICRO does not participate in any product safety engineering, product safety review or product safety testing. DIPMICRO cannot provide any safety testing, safety evaluation or safety engineering services. Products sold by DIPMICRO are not designed, intended or authorized for use in life support, life sustaining, human implantable, nuclear facilities, flight control systems, or other applications in which the failure of such Products could result in personal injury, loss of life or catastrophic property damage. If Customer uses or sells the Products for use in any such applications: (1) Customer acknowledges that such use or sale is at Customer's sole risk; (2) Customer agrees that DIPMICRO and the manufacturer of the Products are not liable, in whole or in part, for any claim or damage arising from such use; and (3) CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD DIPMICRO 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.

Non-Cancellable / Non-Returnable Products

From time to time, DIPMICRO will notify Customer of a product that is Non-Cancelable/Non-Returnable upon determining that an order requires such conditions of sale. Buyer understands that such products are obtained by DIPMICRO from the manufacturer specifically for the buyer. Irrespective of circumstances, the buyer agrees that such products may not be cancelled, returned or rescheduled by the buyer without the agreement of both DIPMICRO's supplier and the written consent of DIPMICRO. All products purchased by Customers classified by DIPMICRO an Electronic Component Distributors or Brokers shall be deemed Non-Cancellable/Non-Returnable.

Intellectual Property

If an order includes software or other intellectual property, such software or other intellectual property is provided by DIPMICRO to Customer subject to the copyright and user license, 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. Unopened software may be returned for credit. Opened software may not be returned unless defective.

Force Majeure

DIPMICRO will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots or war. DIPMICRO's time for delivery or performance will be extended by the period of such delay or DIPMICRO may, at its option, cancel any order or remaining part thereof, without liability by giving notice to Customer.

Export Control

DIPMICRO is committed to compliance with all Canadian and U.S. export regulations and laws. DIPMICRO will not sell or ship to countries embargoed by Foreign Affairs and International Trade Canada or U.S. Treasury Office of Foreign Asset Control. Customer agrees to comply with all such laws, regulations and orders. Customer further acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Customer acknowledges its responsibility to obtain any license to export, re-export or import as may be required.

General

The Terms and Conditions may not be modified or cancelled without DIPMICRO's written agreement. Accordingly, goods furnished and services rendered by DIPMICRO are sold only on the terms and conditions stated herein. The sale of Products hereunder will be governed by the Terms and Conditions, notwithstanding contrary or additional terms and conditions in any order purchase order, planning schedule, acknowledgment, confirmation or any other form or document issued by either party affecting the purchase and/or sale of Products. Any conflicting statements or terms listed on the Customer generated documents, whether heretofore or hereafter submitted, are negated by submission of the Customer's purchase order to DIPMICRO and all different or additional terms and conditions contained in any Customer Documents are hereby objected to by DIPMICRO. DIPMICRO's performance of any contract is expressly made conditional on Customer's agreement to DIPMICRO's Terms and Conditions of Sale, unless otherwise specifically agreed upon in writing by DIPMICRO. In the absence of such agreement, commencement of performance and/or delivery shall be for Customer's convenience only and shall not be deemed or construed to be acceptance of Customer's terms and conditions or any of them. If a contract is not earlier formed by mutual agreement in writing, acceptance by Customer of any goods or services shall be deemed acceptance by Customer of the terms and conditions stated herein. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by operation of law, merger or otherwise, without the prior written consent of DIPMICRO. The obligations, rights, terms and conditions hereof will be binding on the parties hereto and their respective successors and assigns. The waiver or breach of any term, condition or covenant hereof, or default under any provision hereof, will not be deemed to constitute a waiver of any other term, condition, or covenant contained herein, or of any subsequent breach or default of any kind or nature. 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. The Terms and Conditions will be governed by and construed in accordance with the laws of the province of Ontario and the applicable Canadian laws.