TERMS AND CONDITIONS OF SALE
Galaxy Electronics Assoc., LLC (“Seller”)
ACCEPTANCE OF TERMS
All orders placed with Galaxy Electronics Assoc., LLC (“Seller”) are subject exclusively to these Terms and Conditions of Sale. Buyer’s acceptance of goods or services constitutes acceptance of these Terms, which supersede all prior or conflicting terms, including those contained in Buyer’s purchase orders, unless expressly agreed to in writing and signed by an authorized officer of Seller.
PRICES AND TAXES
All prices are F.O.B. Seller’s facility. Buyer assumes all risk of loss upon delivery to the carrier. All applicable federal, state, or local taxes, duties, or fees shall be the responsibility of Buyer and may be invoiced separately.
PAYMENT TERMS
Payment terms are as stated on Seller’s invoice and are strictly enforced. Payment is due in full without setoff, deduction, or delay. Buyer may not withhold payment due to pending claims, disputes, or quality concerns unless expressly agreed to in writing by Seller.
Seller reserves the right to delay or suspend shipments, production, or acceptance of new orders if Buyer’s account is past due.
DELIVERY
Delivery dates are estimates only. Seller is not responsible for delays caused by events beyond its reasonable control. Storage, handling, or inventory charges resulting from Buyer-caused delays shall be borne by Buyer.
INSPECTION, REJECTION, AND ACCEPTANCE
Buyer must inspect all goods promptly upon receipt. Any rejection or claim of nonconformity must be made in writing within a reasonable time after delivery and must specify the exact nature of the defect.
Failure to provide timely written notice constitutes acceptance of the goods. Accepted goods are non-returnable and non-cancellable without Seller’s prior written authorization.
RETURNS
No returns will be accepted without a written Return Authorization issued by Seller. Unauthorized returns will be refused. Seller, at its option, may repair, replace, or refund the purchase price of authorized returned goods. Such remedy shall be Buyer’s exclusive remedy.
CANCELLATION
Orders may not be cancelled without Seller’s written consent. Approved cancellations are subject to cancellation charges of not less than ten percent (10%) of the order value, plus all costs incurred by Seller.
WARRANTY DISCLAIMER
Seller disclaims all warranties, express or implied, including merchantability and fitness for a particular purpose. Seller does not guarantee suitability for Buyer’s application.
LIMITATION OF LIABILITY
Seller’s liability shall be limited solely to repair, replacement, or refund of the purchase price of the goods. In no event shall Seller be liable for indirect, incidental, consequential, or special damages, including loss of profits or business interruption.
GOVERNING LAW AND VENUE
These Terms shall be governed by the laws of the State of Maryland. Jurisdiction and venue shall lie exclusively in the State of Maryland, USA.
MODIFICATION
No modification of these Terms shall be binding unless made in writing and signed by an authorized officer of Seller.