SMI Electronics Terms

1. PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS THE SOLE TERMS AND CONDITIONS OF SALE THAT APPLY TO THE PURCHASE OF PRODUCTS FROM SMI Electronics ("THE COMPANY"). ANY DIFFERENT OR ADDITIONAL TERMS SET FORTH IN CUSTOMER'S PURCHASE ORDER OR SIMILAR COMMUNICATION ARE OBJECTED TO AND SHALL NOT BE BINDING ON THE COMPANY UNLESS A SEPARATE AGREEMENT HAS BEEN SIGNED BY AN AUTHORIZED OFFICER OF THE COMPANY. BY PLACING AN ORDER FOR PRODUCTS FROM THE COMPANY, OR BY ACCEPTING DELIVERY OF THE PRODUCTS DESCRIBED ON THE APPLICABLE PACKING SLIP, BILL OF LADING AND/OR INVOICE RECEIVED WITH THE PRODUCTS, YOU AGREE TO BE BOUND BY AND ACCEPT THESE TERMS AND CONDITIONS OF SALE.

2. AVAILABILITY AND PRICING:

Product listings, specifications, availability, and pricing are subject to change without notice. Orders are not binding upon the Company until accepted by an authorized representative of the Company. Prices listed and charges discussed herein are in Canadian dollars. The Company reserves the right to refuse service, terminate accounts or cancel orders in its sole discretion. The Company may also change or modify these Terms and Conditions of Sale from time to time without notice. For scheduled deliveries over 60 days, the Company reserves the right to charge the Customer the price of the products at shipment if higher. The Company's quoted prices do not reflect the cost of accommodating Customer's purchases via credit card or any third-party procurement services, software or e­commerce providers and the Company may accordingly pass through the additional charges incurred as a result of Customer's use of such purchasing methods. Prices shown do not include any Federal and Provincial sales taxes or any present or future sales, use, excise, value-added or similar taxes. Where applicable, such taxes shall be billed as a separate item and paid by Customer. Orders are accepted with the understanding that such taxes will be added, as required by law. The Company charges provincial sales tax unless Customer has a valid Provincial sales tax exemption certificate on file with the Company. Selected products containing precious metals are subject to a surcharge.

3. PAYMENT TERMS:

Standard terms for Customers that are registered businesses and meet the Company's credit criteria are Net 30 days from invoice date, unless otherwise agreed in writing by the Company. All payments are due within 30 days of the invoice date, without any deductions or setoffs. The Company shall have the right of set­off and deduction for any sums owed. If Customer fails to pay within payment terms, the Company may defer shipments until such payment is made and may, at its option, cancel all or any part of unshipped orders. The Company reserves the right to add a $25.00 service charge on all returned cheques. Credits granted by the Company must be used within one year. Credits not taken within one year are subject to cancellation, and the Company shall have no further liability. Customer shall pay the Company all costs incurred by it in collecting any past due amount from Customer, including all court costs and attorney's fees, provided, however, if the foregoing charges exceed that rate which may be lawfully charged under applicable law, then such charges shall be calculated so as not to exceed the lawful rate.

4. OPEN ACCOUNTS/CUSTOMER'S FINANCIAL CONDITION:

A Customer that desires to open a credit account must furnish such information as requested by the Company. The Company reserves the right in its absolute discretion to grant, refuse or discontinue any extensions of credit, or reduce or suspend any credit limit at any time. Company also reserves the right to cancel any order, require payment in advance, or require the Customer to provide adequate assurance of performance, without any liability by the Company, in the event of the Customer's insolvency, filing of a petition in bankruptcy, the appointment of a receiver or trustee for Customer, or the execution by Customer of an assignment for the benefit of creditors.

5. CREDIT CARDS:

We accept credit and procurement cards from MasterCard® and VISA®. A surcharge may be assessed for Customers who routinely pay past due invoices by credit card.

6. RETURNS:

Returning product to SMI Electronics is easy. Please follow the simple procedures below to return product for replacement or for a credit to your account: Please complete the provided Return Merchandise Authorization (RMA) Form and email to rma@smi-elec.com. Once approved we will email you back with an RMA number prior to returning product. Sorry, SMI Electronics cannot accept any product returns without a RMA. For all related returns: Returns must be made within 30 days of the original invoice date.

1. All returned merchandise is subject to inspection and approval before issuing credit or replacement.
2. Damaged or defected items will be replaced within 30 days, after 30 days it becomes a warranty issue and claims must be handled with the manufacturer. Unless stated in writing by SMI.
3. All returned product must be in the original Manufacturer’s packaging and in resalable condition. Merchandise displaying use, misuse or other damage will not be accepted.
4. "Not In Catalogue Items" and all products specified as "Non­Cancelable/Non­Returnable"(NC/NR) are not returnable. Item include the following but not limited to Special Order Items, Batteries, Custom Cut Cable & Wire, Tools, Electronic & Robotic Kits, Chemicals, ICs, Semi-Conductors, Shrink Tubing.

Return freight charge must be prepaid. C.O.D. returns cannot be accepted. Warranty related return procedures will be determined by the manufacturer's warranty policy for the applicable product. Please contact SMI Electronics Customer Service Representative for details at sales@smi-elec.com.

7. INTERNATIONAL ORDERS:

For orders for shipments of products outside of Canada, please contact A Sales Representative for further information at sales@smi-elec.com.

8. EXPORT CONTROLS:

Products purchased or received under these Terms and Conditions of Sale are subject to export control laws, restrictions, regulations and orders of Canada and the U.S. Customer agrees to comply with all applicable export laws, restrictions and regulations of Canada and the U.S. or other foreign agencies or Customer shall be responsible to obtain any license to export, re­export or import as may be required.

9. SHIPPING & HANDLING/DELIVERY:

All Canadian shipments are on the basis of D.D.P. (named place of destination duty paid) with the Company charging separately for the costs, insurance, and freight to bring the products to the named place of destination. Shipping terms are either prepay and add per package shipped or collect to the customer's carrier account. Backordered items will be shipped when product is available.

10. HAZARDOUS APPLICATIONS PROHIBITED:

THE COMPANY'S PRODUCTS ARE NOT DESIGNED, RECOMMENDED OR AUTHORIZED FOR ANY OF THE FOLLOWING APPLICATIONS: HIGH-RISK APPLICATIONS SUCH AS SAFETY, LIFE SUPPORT, SURGICAL IMPLANT, NUCLEAR, OR AIRCRAFT APPLICATIONS, OR FOR ANY USE OR APPLICATION IN WHICH THE FAILURE OF A SINGLE COMPONENT COULD CAUSE SUBSTANTIAL HARM TO PERSONS OR CATASTROPHIC PROPERTY LOSS

11. WARRANTY & LIMITATION OF LIABILITY:

Products are sold by the Company with such warranties as may be extended by the manufacturer of the product(s), and there are no warranties for value added services, services bundled with the products, or other services provided by the Company. COPIES OF THE MANUFACTURERS' WARRANTIES ARE AVAILABLE PRIOR TO THE PURCHASE OF PRODUCTS BY CONTACTING SMI ElECTRONICS. SMI ELECTRONICS MAKES NO OTHER WARRANTIES AND ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. CUSTOMER IS RESPONSIBLE FOR INSTALLATION AND USE IN ACCORDANCE WITH MANUFACTURERS' INSTRUCTIONS AND THE COMPANY SHALL NOT BE RESPONSIBLE FOR CUSTOMER'S IMPROPER SELECTION OF A PRODUCT FOR A PARTICULAR APPLICATION OR OTHERWISE. No warranty will apply if the products are in any way altered or modified after delivery by the Company. THE COMPANY'S LIABILITY ON ANY CLAIM FOR LOSS OR DAMAGE ARISING OUT OF THIS AGREEMENT OR FROM THE PERFORMANCE OR BREACH OF THIS AGREEMENT OR CONNECTED IN ANY MANNER WITH THE SUPPLYING OF ANY PRODUCTS OR SERVICES HEREUNDER, OR THE SALE, RESALE, OPERATION OR USE ALLOCABLE TO SUCH PRODUCTS OR PART THEREOF INVOLVED IN THE CLAIM, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND FOR PROPERTY DAMAGE AND DEATH) OR OTHER GROUNDS, SHALL NOT IN ANY EVENT EXCEED THE PRICE ALLOCABLE TO SUCH PRODUCTS OR PART THEREOF INVOLVED IN THE CLAIM, REGARDLESS OF CAUSE OR FAULT. IN NO EVENT SHALL THE COMPANY BE RESPONSIBLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUES, SALES, DATA, BUSINESS, GOODWILL OR USE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES AGREE THAT WITHOUT THIS LIMITATION OF LIABILITY THE COMPANY WOULD NOT HAVE AGREED TO THE PRICE OR TERMS AND CONDITIONS OF THIS AGREEMENT. THE LIMITATION OF LIABILITY SET FORTH HEREIN APPLIES BOTH TO PRODUCTS AND SERVICES PURCHASED OR OTHERWISE PROVIDED HEREUNDER12. DESCRIPTIONS:

13. INTELLECTUAL PROPERTY RIGHTS:

The products offered for sale by the SMI Electronics may be subject to patent, trademark, copyright, design and other rights of third parties. SMI Electronics shall in no event whatsoever be responsible or liable in the event of any claim of infringement of any such rights. The Company's entire catalogue(s) and website(s), including without limitation, the content of the catalogue(s) and website(s) is copyrighted as a collective work under Canadian laws and applicable international copyright laws and the Company owns the full copyright in its catalogue(s) and website(s), including without limitation in the selection, coordination, arrangement and enhancement of the content contained therein. None of the materials in the Company's catalogue(s) or on its website(s) may be reproduced, distributed, republished, downloaded, copied in any form or by any means, displayed, posted, transmitted, modified, translated, added to, updated, compiled, or abridged without the prior written permission of the SMI Ltd.

14. FORCE MAJEURE:

The Company shall not be liable for loss or damage caused by any delay or failure to perform resulting in whole or in part from Acts of God, weather conditions, labour disruptions, governmental decrees or controls, insurrections, war, risks, shortages, inability to procure or ship product or obtain permits and licenses, insolvency or other inability to perform by the manufacturer, delay in transportation, any other commercial impracticability and/or any circumstances beyond the control of the Company in its business operations.

15. GOVERNING LAW:

This Agreement and any sales hereunder shall be governed by the Province of British Columbia without regard to conflicts of law rules and venue shall be in courts of the Province of British Columbia, Canada.

16. DISPUTE RESOLUTION:

Actions by the Company for non­payment by the Customer of the purchase price of products sold by the Company, or for redress of other breaches by the Customer of these Terms and Conditions of Sale may be brought by the Company, at its option, before any judicial court of competent jurisdiction or at the Company's option, disputes between the Company and the Customer, including all claims for non­performance by the Company, shall be finally settled by arbitration in Vancouver, British Columbia, Canada, under the Commercial Rules of the American Arbitration Association, by a single arbitrator appointed in accordance with said Commercial Rules, applying these Terms and Conditions of Sale and consistent provisions of the laws of Canada and the Province laws (except conflict of laws rules) of the Province of British Columbia.

17. SEVERABILITY:

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, such provision(s) shall be enforced to the fullest extent permitted by applicable law, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

18. WAIVER:

The Company's failure to insist on performance of any term or condition contained in this Agreement, or failure to exercise any of the Company's rights hereunder, shall not constitute a waiver of any of the Company's rights or remedies under this Agreement.

19. NO THIRD PARTY BENEFIT:

The provisions set forth in these Terms and Conditions of Sale are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.