TERMS & CONDITIONS OF SALES

 Number: 118171325

TERMS & CONDITIONS OF SALES

Welcome to APS, LLC. For the purpose of this agreement, We, Us, Our, Seller all refer to APS, LLC. You, Your, Buyer all refer to Customer.

GOVERNING LAW

All quotations and sales of Products are exclusively and expressly made on these Terms unless otherwise agreed to in writing by Seller. These terms and conditions of sale shall be interpreted in accordance with the laws of the state of California.

ORDER

All orders placed by Buyer are subject to acceptance by Seller in accordance with these Terms and Conditions. Orders may not be cancelled or rescheduled without Seller’s written consent. Seller has sole and exclusive right to cancel or change orders. You agree to pay all quoted prices of the whole order within six months of the date of acknowledgment by You and We have the right to decrease or increase the price.

DELIVERY

Delivery will be deemed complete and risk of loss or damage to any product will pass to You upon delivery. You acknowledge that delivery dates provided by Us are estimates only and We shall not be liable for delays in delivery or for failure to perform due to causes beyond Our reasonable control. In the event of delay caused by such event, the date of delivery shall be extended for a period equal to the time lost as a consequence of the delay in delivery without subjecting Us to any liability or penalty.

CARRIAGE

FOB shipping point will be made use for shipment of all goods. In a situation whereby FOB is not available, We have the right to choose another shipment option. You agree to be liable for all losses and damages during transit.

APPLICABLE FEES

You agree to pay Us any accrued fee due to sales, purchase, processing or delivery of any products.

APPROVAL

Our Credit Department shall be responsible for the approval of all shipments. Failure to meet the standard of the Credit Department will lead to disqualification. We may cancel the shipment order if the payment terms is not met. You agree to pay any amount incurred by Us as a result of the default in payment by You.

INSPECTION

Buyer shall be responsible to inspect all Goods upon receipt and may reject defective, damaged, or fail to meet manufacturer’s specification. Products shall be deemed accepted by You, except as to warranty claims, unless You notify Us in writing within 35 days of shipment of Product shortages, damage or defect following buyers receipt of the Goods and request an RMA (Return Material Authorization). Notwithstanding the above, any use of a Product by You, your agents, employees, contractors, customers or licensees, for any purpose after its receipt, shall constitute acceptance of the Product by YOU. Unless Buyer notifies Seller in writing of Buyer’s rejection and the reason therefore (including failure reports), Goods shall be conclusively presumed to be accepted. Buyer shall return to seller the rejected Goods with RMA number displayed on the box. A refund, credit, or replacements will not be granted if Buyer fails or refuses to return the damage, or defective Goods.

If the Goods fail to conform to this agreement, Seller’s sole and exclusive liability shall be, to issue a refund, credit buyer’s account, or replace the Goods, provided that 1) Seller is notified in writing within the time period set out above, with a detailed explanation of any alleged deficiencies, b) such Goods are returned to Seller’s facility, and c) Seller’s examination of such Goods shall disclose to Seller’s satisfaction that such alleged deficiencies actually exist and were not caused by accident, misuse, neglect, alteration, damage in transit, mishandling, improper installation, repair or improper testing.

WARRANTIES

In addition to all other expressed or implied warranties, We warrant that the Goods will be: (i) free from defects in workmanship and materials; (ii) free from defects in design except to the extent that such Goods comply with detailed design provided by You; (iii) suitable for the purposes, if any, which are stated on the face of the order and (iv) in conformity with all the other requirements of this order. These warranties and all other warranties expressed or implied, shall survive delivery, inspection, acceptance and payment.

LIMITATION OF LIABILITY:

Our aggregate liability arising out of or in any way related to the products shall not exceed the payment, if any, received by Us for the products furnished or to be furnished, as the case may be, which is the subject of the claim or dispute. In no event shall We be responsible for incidental, special, consequential or punitive damages, or any damages resulting from loss of use, data or profits, whether in contract, tort, strictly liability or however caused, even if advised of the possibility of such damages. These limitations shall apply notwithstanding any failure of the essential purpose of any limited remedy. We make no warranties, express or implied, as to the product(s) merchantability of fitness for a particular purpose or validity of any patent or copyright. We shall not be liable to You or any other party for loss of property, loss of profits or damages arising out of the use or inability to use the equipment in which the product is installed, indirect or other similar damages arising from breach of warranty, breach of contract, negligence, or any other legal theory.