Terms and Conditions of Sale

All quotations for goods and services and all orders placed with SilicOcean and its divisions, subsidiaries and affiliates are subject to the terms of this Agreement, including the following Terms and Conditions of Sale or (“Conditions”). Any purported change submitted by a Customer or (“Buyer”) in any additional documentation is hereby expressly rejected. All purchases by Buyer are expressly limited and conditioned upon acceptance of these Conditions.

Order Validation and Acceptance

Your placement of an order with SilicOcean is an acceptance of the terms contained in this Agreement, and Buyer is responsible for the accuracy of its order. Buyer’s specifications and relevant order information must be supplied to SilicOcean within sufficient time to enable SilicOcean to deliver the products per that specification. SilicOcean specializes in Product shortages and procuring hard-to-find components. Buyer acknowledges that this Product will often NO LONGER have traceability to the original manufacturer or original packaging— particularly for Product with older date codes. Buyer must stipulate at the time of order if it requires a traceability papertrail going back to the manufacturer, manufacturer cocs, original packaging, or labeling for Product acceptance. If Buyer has not expressly stipulated a traceability, COC, packaging, or labeling requirement in its Purchase Order, buyer waives any right to cancel or return product for lack of such documentation and SilicOcean will reject any return request citing lack of such documentation. Order acceptance is expressly tied to the Terms and Conditions contained in the Sales Order, and in no event shall any of the Terms and Conditions contained in the Buyer’s acceptance, whether by acknowledgement or otherwise, become part of the Sales Order.

Product Information

SilicOcean makes every effort to provide current and accurate information relating to Products and prices, but does not guarantee the currency or accuracy of any such information. SilicOcean makes no representation as to the accuracy or completeness of the Product information, and DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES UNDER ANY THEORY WITH RESPECT TO THE PRODUCT INFORMATION. Any typographical or other error or omission in any sales literature, pricing, invoice or quote is subject to correction without any liability on SilicOcean’s part. SilicOcean recommends Buyer validate any product information before using or acting on such information. All product information is subject to change without notice, and SilicOcean is not responsible for typographical or other errors or omissions in product information. SilicOcean reserves the right to make changes to the specifications of any product and/or service supplied which are required to conform with any applicable statutory requirements or result from any change in manufacturer’s product specification which do not materially affect quality or performance.

Product Pricing

The market sets pricing for electronic components and other commodities. Prices and availability may be subject to change at any time prior to SilicOcean’s completion of your order. Quotations, unless otherwise stated, are valid on day of issue only, and SilicOcean may change them without notice. Pricing for undelivered Product may be increased in the event of any increase in SilicOcean’s costs, change in market conditions or any other causes beyond SilicOcean’s reasonable control. Prices are for Products only and do not include taxes, tariffs, shipping charges, freight, duties, and other charges or fees, such as fees for special packaging and labeling of the products, permits, certificates, test reports, customs declarations and registration.

Use of Product

Products are not authorized for use in critical safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life, or serious property damage. If Buyer uses or sells the products for use in any such applications or fails to comply with the manufacturer’s product specifications, Buyer acknowledges that such use, sale, or non-compliance is at Buyer’s sole risk. Buyer shall indemnify SilicOcean against any and all claims that result from or arise in connection with products supplied by SilicOcean and used in the Buyer’s product or in combination with other products.

Terms of Payment

Payment of the total invoice amount, without offset or deduction, is due as stated on SilicOcean’s invoice. When you place an order with SilicOcean, we may verify your method of payment, shipping address and/or tax-exempt identification number (if any) before processing your order. SilicOcean may complete your order by processing your payment and shipping the Product. Buyer acknowledges that SilicOcean may process Buyer’s method of payment prior to shipping product for verification of funds.

Delivery

All deliveries will be made Ex Works SilicOcean’s facility or FOB place of origin as defined in the International Chamber of Commerce’s current Incoterms. 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. SilicOcean will make every reasonable attempt to provide for prompt delivery of purchased products in accordance with order requirements.

Warranty

Buyer acknowledges that SilicOcean is an independent distributor of electronic components and is not the manufacturer of the products. SilicOcean makes no representation or warranty, express or implied, including any implied warranties of merchantability or fitness for particular use with respect to the products, goods and/or services provided. To the extent legally and contractually permitted, SilicOcean will pass through to Buyer any transferable product warranties, indemnities, and remedies provided to SilicOcean by the manufacturer. If required by law, SilicOcean 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 180 days after delivery of the products and covers normal use only.

Force Majeure

Force Majeure means any circumstances beyond the reasonable control of either party, including fire, explosion, breakdown of machinery or equipment, plant shutdown, strikes or other labour disputes, acts of terrorism or war, riots or other civil disturbances, voluntary or involuntary compliance with any law, order regulation, recommendation or request of any governmental authority, inability to obtain materials necessary for manufacturer of the Goods, total or partial failure of any of Seller’s usual means of transportation of the Goods, or for failure to obtain necessary governmental approvals, permits or licenses. Neither party will have any liability, other than for the payment of monies owing, for their failure to perform any of their contractual obligations arising out of or in connection with events of Force Majeure.

Governing Law and Venue

Any action, suit, arbitration, or other proceedings arising out of, or related to, this agreement shall be governed by the laws of the State of Texas. Buyer irrevocably consents to the jurisdiction of the state and federal courts covering the state or county in which, at the time of such action, SilicOcean maintains a place of business.