Empire Electronics Inc. / Empire USA (Seller) guarantee is strictly for the person or entity/company (referred to as Purchaser) that purchases the components or parts from Empire Electronics Inc. Any and all rights arising under this guarantee are strictly pertaining and personal only to the Purchaser and are absolutely nontransferable. Seller warrants to Buyer that for a minimum period of thirty days, or as per manufacturer warranty specified on sales quotation, following the delivery of the product to Buyer, that all products will be free from all defects in material, workmanship and function, and in full compliance with the manufacturer’s written specifications thereof. This guarantee does not apply to the failure of any components or products caused by the Purchaser’s negligence, misuse (including misuse relating to the storage, handling, transportation or installation of the component or product) or use that is inconsistent with the manufacturer’s recommended use of the component and/or product.
Buyer’s exclusive remedy shall, in any case, be limited at the Seller’s election, to:
Replacement of the Defective Product(s).
Crediting of equal amount against future purchases.
1. THE FOREGOING WARRANTY IS THE ONLY WARRANTY MADE BY SELLER WITH RESPECT TO THE PRODUCTS, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND BY THE SELLER, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION OR PERFORMANCE OF THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO THEIR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
2. IN NO EVENT WILL SELLER BE LIABLE FOR ANY LOST PROFITS OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME.
3. All products shall be deemed and presumed to be acceptable to Buyer and in full compliance with the warranties made herein unless, within thirty (30) days from the date of delivery, Buyer shall have notified Seller in writing to the contrary. Any claims for shortages or in transit damage must be made to Seller in writing within ten (10) days from the date of the invoice. All claims and returns must, moreover, be submitted to Seller’s facility using this invoice. All returns must be authorized in advance by Seller or on Seller’s standard Return Material Authorization (RMA) form. Seller will not accept any returns without either a certified engineer or testing laboratory report identifying the defective parts. Parts can only be returned in original and unused condition and in original packaging. We strongly urge all customers to perform first article and intermittent testing prior to the component or product usage.
Any Return Material Authorization number given will only be valid for thirty (30) days.
4. If the Purchaser fails to timely and fully pay to EmpireUSA.com/ Empire Electronics Inc. the full price reflected on the invoice describing the component(s) or parts being returned, the Purchaser shall have no rights under this Guarantee.
5. All returned products must have an RMA# (Return Merchandise Authorization Number) and shall be shipped F.O.B. (freight on board) Seller’s facility.
6. Title to the Products shall pass to Buyer upon delivery to the carrier. Buyer agrees, however, that Seller shall retain a purchase money security interest in all Products and to any proceeds thereof, until the purchase price and any other charges due to Seller shall have been paid in full. Buyer agrees to execute any financing statement or other documents as Seller may request in order to perfect Sellers security interest. Upon any default by Buyer hereunder, Seller shall have all rights and remedies of a secured party under the New York State Commercial Code, which rights and remedies shall be cumulative and not exclusive.
7. Seller makes no representation concerning patents, trademarks, or service marks (collectively “patents”) of any of its products. Seller’s obligation for patent infringement is expressly limited to any indemnification which Seller’s vendor of the products has agreed in writing to provide (or by operation of law has deemed to provide) to Seller.
8. Buyer shall be responsible for all reasonable costs and expenses incurred by Seller in the collection of sums owing by Buyer or in Sellers enforcement of any provision of this Agreement and Seller shall not be obligated to make any further deliveries to Buyer. Such reasonable costs and expenses shall include, but not be limited to, reasonable costs and expense shall include, but not be limited to, reasonable attorney’s fees.
9. Seller should not be liable for any failure or delay in the performance of orders or contracts or in the delivery of shipments of Products or for any damages suffered by Buyer by reason of such failure or delay, when such failure or delay is, directly or indirectly caused by, or in any manner arises from fires, floods, accidents, riots, acts of God, War, Governmental interference of embargoes, strikes, customs, labor difficulties, shortage of labor, fuel, power, material or supplies, transportation delays, delays in deliveries by Seller’s vendors or any other cause or causes (whether or not similar in nature to any of those herein specified) beyond Seller’s control.
10. Enforcement of this Agreement shall be governed by the laws of the State of New York. Any court action or proceeding of any nature whatsoever, in law or equity, for damages otherwise, related thereto shall be instituted only in the courts by the County of Suffolk in the State of New York and only such courts shall have jurisdiction of the such courts in connection with any such action or proceeding.
11. Before a court action or a proceeding is filed by either party involved in this transaction, the parties may participate in mediation.
12. This invoice and the Terms and Conditions set forth herein constitute the Agreement between Seller and Buyer. If the terms and conditions of this Agreement differ in any way from the terms and conditions of Buyer’s purchase order or any other document submitted by Buyer, this Agreement will be not construed as a “counteroffer” and any terms and conditions set forth in Buyer’s Purchase Order which conflict with the terms and agreements set forth herein will have no force and effect. Buyer’s acceptance of the Products shall be a conclusive presumption that Buyer has accepted all of the terms and conditions of this Agreement. No addition to or modification of any of these terms will be effective unless made in writing and signed by both Seller and Buyer.