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.
"Products" shall mean any products identified for sale on Actual Components ltd's
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.
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
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
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.
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
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
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.
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.
All shipments are sold under Incoterms, delivered duty unpaid (DDU). Buyer
shall be responsible for all VAT (Value Added Taxes), duties, and associated
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.
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.
10.1 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
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
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