ORDERS

TERMS & CONDITIONS
Unless otherwise expressly provided in writing with respect to a particular sale, all sales with GOLDNEY ELECTRONICS S.L. (the Seller) are made in accordance with and subject to the following Terms and Conditions:

1.ORDERS
Orders will be issued by the Buyer generating a Purchase Order in writing or otherwise placing an order by electronic means suitable to the Seller. Orders must identify the product, quantity, part numbers, descriptions, manufacturers, requested delivery dates and prices as quoted by the Seller.

2.PRICES
All prices shall be as specified by the Seller or by his representatives. They may be changed at any time without notice any time before the Buyer places a PURCHASE ORDER with the Seller. Written quotations are automatically valid for 30 days from the date quoted and are subject to change or termination with verbal notice during that period. All verbal quotations are valid for 30 days and all quotations and prices are subject to adjustment with regards to specifications, quantities, shipment methods or other terms and conditions which are not part of the original price quotation.

Due to fluctuating market conditions or circumstances beyond the Seller's reasonable control prices and availability may not always be guaranteed. Prices are ORIGIN or EX-WORKS (the Seller) and do not include city, state, and regional taxes, freight, handling and other similar charges, payment of which shall be the sole responsibility of the Buyer. If GOLDNEY ELECTRONICS S.L. incurs any such tax or charge, the Buyer will promptly reimburse the same.

3.DELIVERY
All prices quoted and goods shipped are F.O.B. the Seller’s facility. Title to and risk of loss goods shall pass upon the Seller’s delivery to the carrier for shipment to the Buyer. Unless otherwise agreed by the Seller in writing, the Buyer shall pay all freight, handling, delivery and insurance charges for shipment of goods. The choice of carrier and shipping method and route shall be at the election of the Seller unless specifically designated by the Buyer. The Seller shall not be liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of the Seller, which causes shall include, without limitation, acts of God, acts of omissions of the Buyer or civil or military authorities, fire, strikes, epidemics, guarantee restriction, flood, earthquakes, riot, war, delays in transportation or inability to obtain necessary labour, materials or supplies. In the event of any delay, the contractual date of delivery, if any, shall be extended for a period equal to the time lost as a consequence of such delay without penalty to the Seller. The Seller shall be entitled to refuse or to delay shipments for failure by the Buyer to pay promptly any payments due to the Seller, whether on this or any other contract between the Seller and the Buyer. The Seller shall have their right to deliver all goods covered herby at one time or in portions from time to time, within the time for delivery provided in such order.

4.PAYMENT TERMS
The Buyer shall pay for the goods in full, without offset or deduction within the time frame and in the manner specified on the invoice or the face of this contract. Unless otherwise expressly stated in writing, terms are "TT in advance". Any other terms will be subject to approval by the Seller’s accounting department. Invoices are due and payable upon receipt by the Buyer. The Seller reserves the right at any time to require full or partial payment in advance of shipment, or to revoke any credit previously extended, if, in the Seller’s sole judgment, the Buyer's financial situation does not warrant proceeding on the terms specified. Overdue payments shall be subject to delay charges computed at a periodic rate (to the extent permitted by law) of 2.5% per month (30% per annum) or the maximum rate permitted by law, whichever is greater.

5.PRODUCT ACCEPTANCE & INSPECTION OF GOODS AND RETURNS
Orders which have been accepted by GOLDNEY ELECTRONICS S.L. may be canceled only with the Seller’s prior written consent and upon terms that will fully indemnify the Seller against all loss. Inspection and acceptance of the Products shall be the Buyer's responsibility. The Buyer is deemed to have accepted the Products unless written notice of rejection is received by the Seller within 10 days after delivery of the Products specifying in detail the reason for non-acceptance. The Buyer waives any right to rejection thereafter. The Buyer shall report any discrepancy in quantities or damage within 10 days after delivery. No return of Product shall be accepted by the Seller without a Return Material Authorization (RMA) number, which shall be issued by the Seller at his sole discretion upon receipt of a test report by an independent third party specifying the defects involved. Returned Products must be in original manufacturer's shipping cartons without their serial numbers or any part thereof altered, defaced or removed. All Products for return shall be returned by prepaid freight in the manner specified in the "RMA". Products are not, in any event, to be returned to GOLDNEY ELECTRONICS S.L. without the Seller’s prior written authorization. Orders which are branded by the Seller "Non-Cancelable, "NCNR" or "Non-Returnable" are generally never permitted to be returned, with the exception of electrical or mechanical failure. The Seller reserves the right to charge a 20% restocking fee when applicable. Notwithstanding the foregoing, in no event shall the Seller issue or cause to be issued a Return Manufacturer’s Authorization (“RMA”) beyond 30 days from the date of delivery to the Buyer of any goods.

6.TAXES
The Seller’s prices do not include sales, use, excise or similar taxes. Accordingly, the Buyer shall, in addition to prices specified by the Seller, pay any sales, use, excise or similar tax attributable to the sale of goods covered herby, or in lieu thereof, provide the Seller with tax exemption certificates acceptable to the taxing authorities.

7.WARRANTIES AND REMEDIES
The parties acknowledge that the Seller is acting solely as a third party distributor of the products covered by this agreement and that the manufacturer or licensor of the products shall be solely responsible to the Seller and to third parties for all liability, claims, damages, obligations, and costs and expenses related to the products distributed by the Seller. In no event shall the Seller be liable to the Buyer or any third party for any liability, claims, damages, obligations, and costs, or expenses, including without limitation, any special indirect or consequential damages (including lost profits, business losses, personal property damage, and personal injury) arising out of or relating to this agreement and the supplying of the products to the Buyer or any related services provided to the Buyer. Any third party rights in the Products, or any use of the Products, or the results or the decisions made or obtained by users of the Products, the Buyer agrees to look solely to the manufacturer or licensor of the Products for compliance with the manufacture’s or licensor’s warranty and for any maintenance, support or repair of the Products. The warranty delivered to the Seller by the manufacturer or other vendor thereof shall be assigned to the Buyer, to the extent such assignment is permitted by the terms thereof. Notwithstanding the foregoing, no such warranty shall apply to any goods from the Buyer’s purpose for use. The Seller makes no representation, covenant or warranty with respect to the extent, or enforceability of the manufacturer’s or licensor’s warranty. No repair or replacement of goods by the Seller, manufacturer or licensor shall extend the warranty period of the manufacturer or licensor. The Seller neither assumes nor authorizes the Buyer or any other buyer or any other person to assume on behalf of the Seller any other liabilities in connection with the sales of goods. The Seller shall not be liable for any damages due to deliveries, service, use of equipment or other performance as specified in or contemplated by this agreement.

8.LIFE SUPPORT, HAZARDOUS AND CERTAIN OTHER APPLICATIONS
Products sold by GOLDNEY ELECTRONICS S.L. are not designed for use in safety, hazardous, nuclear, life support equipment and certain other devices or systems where malfunctions of such products can reasonably be expected to result in personal injury or death. The Buyer using Products sold by the Seller in such applications does so at its own risk and agrees to fully indemnify the Seller for any damages resulting in such improper use or sale.

9.PATENTS
Goldney Electronics S.L. assumes no obligation or liability of any kind with respect to infringements or alleged infringements of Spain or foreign patents, copyrights, trademarks or other proprietary rights arising out of the Buyer’s purchase, use, possession, sale or delivery of any Products sold hereunder. The Buyer shall indemnify and hold the Seller harmless from any and all claims, liabilities, damages, or expenses resulting from infringements or alleged infringements of Spain or foreign patents, copyrights, trademarks or other proprietary specifications provided by the Buyer. No sale of any product shall be construed as granting to the Buyer any license or other right in or to any patent, copyright, trademark or other proprietary right applicable to the product.

10.GENERAL
This agreement and the performance by the parties hereunder shall be constructed in accordance with the internal laws (excluding the laws relating to conflicts) of Spain. All agreements, covenants conditions and provisions contained herein shall apply to and bind the assignees and successors in interest of the Buyer. If any provision or portion of this agreement is held to be invalid, illegal, unconscionable or unenforceable, the other provisions and portions hereof shall not be affected. The several captions used herein are for the convenience of the parties only and shall not affect the construction or interpretation hereof. The Seller has the right to collect from the Buyer all reasonable costs and expenses incurred for breach of this agreement. Such reasonable costs and expenses shall include, but not be limited to, reasonable legal fees.

11.PERSONAL DATA PROTECTION
a. In compliance with the Spanish Personal Data Protection Law (Constitutional Law 15/1999), we inform you that the personal data you have supplied to us will be incorporated into our electronic data files with the only purpose to make possible the management of our business relationship. b. The Buyer will be able to exercise his right to access, modify, and delete his personal data in possession of the “member company”, as well as to object inclusion of his personal data in our files, applying for this at info@goldney.net,