LEGAL AGREEMENTS

The Terms and Conditions of Sale ("Agreement") contained herein constitute the entire agreement between Actual Components ltd ("Actual Components ltd") and you ("Buyer"). Actual Components ltd will not be bound by any terms of Buyer's order. No form of acceptance except Actual Components ltd's written acknowledgment mailed to Buyer, or Actual Components ltd's commencement of performance shall constitute valid acceptance of Buyer's order. Any such acceptance is expressly conditioned on assent to the terms hereof and the exclusion of all other terms. Buyer shall be deemed to have assented to the terms hereof, whether or not previously received, upon accepting delivery of anything shipped by way of Actual Components ltd. If tender of these terms is deemed an offer, acceptance is expressly limited to the terms hereof.

  1. PRODUCTS
    "Products" shall mean any products identified for sale on Actual Components ltd's website.

  2. ORDERS
    2.1 Buyer shall purchase Products by issuing electronic bids and offers, indicating specific Products, quantity, price, total purchase price, shipping instructions, ship-to addresses, tax exempt certifications, if applicable, and any other special instructions. Any contingencies contained on such order are not binding upon Actual Components ltd. Actual Components ltd will accept or reject orders according to its then-current process. All orders are subject to acceptance by Actual Components ltd.

    2.2 Each offer made by a Buyer for parts offered via the Target price upon acceptance by the Seller. Upon acceptance of any offer, Buyer agrees to submit a Purchase Order for the purchased goods. Actual Components ltd will contact Buyer to finalize the purchase and arrange the subsequent shipping of the purchased goods.

    Target Price: The first bidder to offer price equal or higher to the target price presented in the site will win the stock. In this case Actual Components ltd confirmation can be expected in 2-3 working days. If you need the stock immediately please use this option.

  3. SHIPPING AND DELIVERY
    3.1 Shipping dates will be established by Actual Components ltd upon receipt of orders from Buyer.

    3.2 Shipping terms are EXW Actual Components ltd designated shipping location. Risk of loss and title shall pass from Actual Components ltd to Buyer upon delivery to the carrier or Buyer's representative at the EXW point. Delivery shall be deemed made upon transfer of possession to the carrier. Buyer shall be responsible for all freight, handling and insurance charges.

  4. PRICES AND PAYMENT
    4.1 Unless otherwise specified, prices for Products are quoted in US dollars and are FOB from the Actual Components ltd designated shipping location.

    4.2 All stated prices are exclusive of any taxes, fees and duties or other amounts, however designated, and including without limitation, value added and withholding taxes which are levied or based upon such charges, or upon this Agreement. Buyer shall pay any taxes related to Products purchased or licensed pursuant to this Agreement, or Buyer shall present an exemption certificate acceptable to the taxing authorities. Applicable taxes shall be billed as a separate item on the invoice, to the extent possible.

    4.3 Actual Components ltd works T/T in advance, Credit Card (bank charges 3.5% commission), NET-1 term (Authorized only for customers with 2 years past business with Actual Components ltd and minimum 20 orders) or escrow.

  5. WARRANTY AND RETURNS
    5.1 Actual Components ltd warrants the form, fit, and function for a period of one month from the date of delivery.

    5.2 Actual Components ltd DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.

    5.3 In no event shall Actual Components ltd's or its suppliers' liability to Buyer, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Buyer under this Agreement. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose.

    5.4 IN NO EVENT WILL Actual Components ltd OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT EVEN IF Actual Components ltd OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    5.5 In all cases Actual Components ltd will not accept any rejected part without a functionnal analysis failure report which clearly elaborates the problem of the parts, To return any product the Buyer shall call and obtain a Return Material Authorization ("RMA") number from Actual Components ltd.

    5.6 For Product returned, Buyer is responsible for: (a) proper packing of Products, including description of the failure; (b) insurance of all packages for replacement cost; (c) shipment FOB Actual Components ltd designated reception location; (d) return of Products within five (5) days after issuance of the RMA number; and (e) compliance with Actual Components ltd RMA procedure for all shipments, as follows: (i) each request to Actual Components ltd for an RMA number must specify the number, type, and serial number, if applicable, for each Product to be returned; Actual Components ltd will provide the local RMA shipment address upon request; and (ii) Product sent back to Actual Components ltd must agree exactly in the number, type, and serial numbers, if associated with the RMA transaction. Actual Components ltd, at its option, will replace the returned product or refund the monies at the original purchase price.

    5.7 Restocking fee: For Product returned without a functionnal analysis failure report which clearly elaborates the problem of the parts, Actual Components ltd will take 50% restocking fee at the original sales price.

  6. INTELLECTUAL PROPERTY LIMITATION OF LIABILITY
    6.1 Actual Components ltd shall have no liability for any claim, suit or proceeding brought against Buyer based on a claim that any Product supplied hereunder infringes any copyright, patent, or other intellectual property right in the United States or any other country.

    6.2 Actual Components ltd has no liability for any claim based upon the combination, operation, or use of any Product supplied hereunder with equipment, devices, or software, or for any claim based upon alteration or modification of any Product supplied hereunder.

    6.3 Actual Components ltd shall be held harmless for typographical errors appearing on the Actual Components ltd access inventory site to include part numbering, quantity, or pricing errors.

    6.4 THE FOREGOING STATES THE ENTIRE OBLIGATION OF Actual Components ltd WITH RESPECT TO INFRINGEMENT OF PROPRIETARY RIGHTS AND Actual Components ltd DISCLAIMS, ALL WARRANTIES OF NONINFRINGEMENT WITH RESPECT TO THE PRODUCTS.

  7. EXPORT RESTRICTIONS
    All shipments are sold under Incoterms, delivered duty unpaid (DDU). Buyer shall be responsible for all VAT (Value Added Taxes), duties, and associated import fees.

  8. LIMITATION OF LIABILITY
    Notwithstanding anything else herein, all liability of Actual Components ltd and its suppliers under this agreement or otherwise shall be limited to money paid to Actual Components ltd under this agreement.

  9. CONSEQUENTIAL DAMAGES WAIVER
    In no event shall Actual Components ltd or its suppliers be liable for any loss of use, interruption of business, lost profits, or lost data, or indirect, special, incidental, or consequential damages of any kind regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, even if Actual Components ltd or its suppliers have been advised of the possibility of such damages.

  10. GENERAL TERMS
    10.1 The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of Israel, as if performed wholly within the state and without giving effect to the principles of conflict of law.

    10.2 Actual Components ltd shall not be liable for any delay or failure in performance whatsoever due to acts of God, earthquakes, shortage of supplies, transportation difficulties, labor disputes, riots, war, fire, epidemics, and other occurrences beyond Actual Components ltd's reasonable control.

    10.3 No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of this or any other right under this Agreement.

    10.4 Neither this Agreement nor any rights under this Agreement, other than monies due or to become due, shall be assigned or otherwise transferred by Buyer (by operation of law or otherwise) without the prior written consent of Actual Components ltd. This Agreement shall bind and inure to the benefit of the successors and permitted assigns of the parties.

    10.5 In the event that any of the terms of this Agreement become or are declared to be illegal by any court of competent jurisdiction, such terms shall be null and void and shall be deemed deleted from this Agreement. All remaining terms of this Agreement shall remain in full force and effect.

    10.6 In the event of a breach of this Agreement, the breaching party shall pay to the other party any reasonable attorneys' fees and other costs and expenses incurred by the non-breaching party in connection with the enforcement of any provisions of this Agreement.

    10.7 Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.

    10.8 This Agreement, including the Product warranty referenced herein, constitutes the entire agreement between the parties hereto concerning the subject matter of this Agreement, and there are no conditions, understandings, agreements, representations or warranties, expressed or implied, which are not specified herein. This Agreement may only be modified by a written document executed by authorized representatives of Actual Components ltd and Buyer.


E-mail: root@actualc.com

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