NSC Standard Terms and Conditions of Sale

All quotations and sales by North Shore Components Inc. (NSC) are subject to these terms and conditions; provided, however, in the event that the Customer (“Buyer”), have a written contractual agreement with NSC regarding their purchase of NSC products or services, then the terms and conditions contained in that agreement (supplemented by the non–conflicting terms contained in these Terms and Conditions) shall govern the quotations and sales of products purchased from NSC.

1. Delivery and Title: In the absence of a prior agreement, NSC uses F.O.B. Origin Freight Collect as the preferred method of shipping.  This means that the Buyer pays and bears freight charges, owns goods in transit and files any claims.  NSC responsibility for any loss or damage ends, and the title passes, when products are delivered to the Carrier, Customer or to the Customers’ agent (including, without limitation, any Testing House or Value Added Service Provider), whichever occurs first.

2. Terms of Payment: Payment of the total invoiced amount, without offset or deduction, is due 30 days from the invoice date or as otherwise approved in writing by NSC. On any past due invoice, NSC may charge:

(i) Interest from the payment due date to the date of payment at 1.5 % monthly finance change, plus reasonable attorney fees and collection costs; or

(ii) The maximum amount that is allowed under the applicable law if NSC’s interest rate is deemed invalid.

3. Warranty: NSC warrants to the Buyer that the products sold by it shall meet OCM specifications as to form, fit and function.

Notwithstanding the foregoing warranty, damage to other property caused by any defects in the goods, damages based upon inconvenience, loss of use of the goods, loss of time, loss of profits, business opportunity, loss of goodwill, interference with business relationships or other commercial loss, even if advised of the possibility of such damages, are hereby expressly excluded.

Seller is not responsible or liable for any damage, whether special, incidental, consequential, direct or otherwise, and whether known or should have been known to Seller, including loss of property and personal injury resulting from any breach or warranty, the inability to use the goods or under any legal theory in contract or tort.

Seller’s sole liability hereunder is limited to the actual purchase price paid to the Seller or replacement of the defective goods, at Seller’s sole option. Except as otherwise set forth above, all goods listed or described on the invoice or shipping document are sold “as is” and Seller disclaims any and all other warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose.

4. Assignment: In addition, no warranty or guaranty by Seller, if any, nor any other rights accruing to Buyer hereunder, shall be assignable by Buyer to any other party, nor shall any subsequent re-purchaser or user of the goods purchased hereunder be entitled to any rights or benefits as a “third party beneficiary” of the Buyer.

5. Returns: All claims involving defective materials, packing errors and/or order discrepancies must be made within 30-days from the date of the invoice. Claims for shipping damage where shipping cartons or packages has any visible damage must be noted as an exception with the carrier upon delivery.

All returned products must be shipped prepaid and accompanied by an RMA number, which must first be approved and issued by North Shore Components, and which is clearly visible on the outside of the shipping container. Reimbursement for shipping charges will be determined by Seller on a case-by-case basis. All credits must be applied for in writing, and if approved, will be applied to future purchases unless otherwise agreed, in writing, by Seller.

6. Export/Import Control: Any sale, resale or disposition of products or related technology and/or documentation is subject to United States export control laws, regulations and orders, as well as applicable export and import control laws and regulations of other nations, when applicable.

Buyer acknowledges sole responsibility and liability to obtain any license to export, re-export or import as required by law and agrees to hold Seller harmless and indemnify it from and against any costs, fines, or damages incurred by Seller as a result of a violation of Buyer responsibility.

Export of products or related technology and/or documentation to Cuba, Iran, Sudan and Syria, either directly or indirectly, is strictly prohibited. Restrictions also apply to products and related technology and/or documentation exported to Libya, North Korea, Iraq and certain other nations or political subdivisions thereof, and it shall be Buyers responsibility to ascertain all legal restrictions with respect to same.

7. Governing Law: This order and the performance by Seller and Buyer of the provisions hereof shall be governed by and brought in the courts of the county of Suffolk, state of New York, United States.

8. Modification of Agreement: No course of dealing, usage of trade or business practices between the Seller and Buyer shall constitute an exception to or modification of any of the provisions herein stated.

No amendment or modification of this agreement shall be valid or binding on the parties unless made in writing and executed on behalf of each party by its duly authorized Representative.

9. Entire Agreement: This Agreement is the complete, final and exclusive statement of the terms of the Agreement between the parties and supersedes any and all other prior and contemporaneous negotiations and Agreements, whether oral or written, between them relating to the subject matter hereof. The terms and conditions of this Agreement shall prevail notwithstanding any variance with the terms and conditions of any acknowledgment or other document submitted by Seller.