TERMS AND CONDITIONS

 

1. General

 The Terms and Conditions may not be modified or cancelled without Graphene Electronic & Technology LLC’s written agreement. Accordingly, goods furnished and services rendered by Graphene Electronic & Technology LLC are sold only on the terms and conditions stated herein. The sale of Products hereunder will be governed by the Terms and Conditions, notwithstanding contrary or additional terms and conditions in any order purchase order, planning schedule, acknowledgment, confirmation or any other form or document issued by either party affecting the purchase and/or sale of Products. Notwithstanding any terms and conditions on Customer’s order, the information and conditions on the Credit Application are controlling over Customer and Graphene Electronic & Technology LLC. Any conflicting statements or terms listed on the Customer purchase orders, invoices, confirmations or other Customer generated documents (“Customer Documents”), whether heretofore or hereafter submitted, are negated by submission of the Credit Application and the issuance of credit by Graphene Electronic & Technology LLC, and all different or additional terms and conditions contained in any Customer Documents are hereby objected to by Graphene Electronic & Technology LLC. Graphene Electronic & Technology LLC’s performance of any contract is expressly made conditional on Customer’s agreement to Graphene Electronic & Technology LLC’s Terms and Conditions of Sale, unless otherwise specifically agreed upon in writing by Graphene Electronic & Technology LLC. In the absence of such agreement, commencement of performance and/or delivery shall be for Customer’s convenience only and shall not be deemed or construed to be acceptance of Customer’s terms and conditions or any of them. If a contract is not earlier formed by mutual agreement in writing, acceptance by Customer of any goods or services shall be deemed acceptance by Customer of the terms and conditions stated herein. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by operation of law, merger or otherwise, without the prior written consent of Graphene Electronic & Technology LLC. The obligations, rights, terms and conditions hereof will be binding on the parties hereto and their respective successors and assigns. The waiver or breach of any term, condition or covenant hereof, or default under any provision hereof, will not be deemed to constitute a waiver of any other term, condition, or covenant contained herein, or of any subsequent breach or default of any kind or nature. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction, or affecting the validity or enforceability of such provision in any other jurisdiction. If any provision or part of a provision of these Terms shall be, or be found by any court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of these Terms, all of which shall remain in full force and effect. The Contract shall be governed by and construed in accordance with the  laws of the state Florida  and the parties hereby submit to the non-exclusive jurisdiction of the Florida State Courts. The 1980 United Nation Convention on Contracts for the International Sale of Goods and the United Nation Convention on the Limitation period in the International Sales of Goods, and any subsequent revisions thereto, shall not apply to this agreement.

 

2. Introduction

 

• In these Terms:-

“Company” means Graphene Electronic & Technology LLC

“Contract” means any contract between the Company and the    Customer for the sale and purchase of Supplies.

“Conditions” means these terms and conditions.
“Customer” means the person(s) or company whose order for the Supplies is accepted by the Company.
“Goods” means any goods supplied or to be supplied by the Company to the Customer.
“Services” means any services supplied or to be supplied by the Company to the Customer.
“Supplies” means any Goods or Services.
“in writing” includes electronic communications.

“Catalogue” means the catalogue (in whatever form, whether paper or  electronic) in which these Conditions are set out.

• Any reference in these Terms to any provision of a statute or statutory instrument shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time
• The headings in these Terms are for convenience only and shall not affect their interpretation

3. Prices

Orders are billed at the prices in effect at the time of shipment. Prices will be as specified by Graphene Electronic & Technology LLC and will be applicable for the period specified in Graphene Electronic & Technology LLC’s quote. If no period is specified, quoted prices will be applicable for thirty (30) days. Where Supplies are to be made in instalments (‘Scheduled Delivery’) the price payable for them will be that applicable at the time the order is received but, where Scheduled Deliveries continue for a period of 90 days or more from the date the order is received, the Company reserves the right to charge the Customer further amounts if the price of the Supplies increases before the end of the scheduled order period. The catalogue reflects the latest pricing information available at the time of printing. Prices shown in the catalogue are subject to change without notice. Prices are subject to increase in the event of an increase in Graphene Electronic & Technology LLC’s costs or other circumstances beyond Graphene Electronic & Technology LLC’s reasonable control. If Customer does not purchase the quantity upon which quantity prices are based, Customer will pay the non-discounted price for the quantity actually purchased and/or a cancellation or restocking fee. Prices are exclusive of taxes, impositions and other charges, including sales, use, excise, value-added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent’s and broker’s fees, bank fees, consular fees, and document fees.

4. Ordering

Graphene Electronic & Technology LLC reserves the right to decline to trade with any company or person. In addition, Graphene Electronic & Technology LLC may decline to accept any order, whether or not payment has been received, by giving notice of non-acceptance to the Customer by telephone, email or facsimile within a reasonable period of receipt by Graphene Electronic & Technology LLC of the order.

Graphene Electronic & Technology LLC executes orders to the Customer’s requirements, and does not substitute one product for another unless requested by the Customer, or unless the product has been superseded by the latest version. To the extent that orders cannot be fulfilled completely from stock, the unfulfilled balance will (at the Customer’s option) either be put on back order to be fulfilled when Graphene Electronic & Technology LLC next has available stock or be cancelled. Orders accepted by Graphene Electronic & Technology LLC may be cancelled by Customer upon written consent of Graphene Electronic & Technology LLC provided such order is not “NC/NR” or “Non-Cancellable/Non-Returnable”, “Non-Standard Products” or governed by a Purchase Agreement Letter. Non-Standard Products are defined as Products that are special orders, custom orders for non-standard products, products not customarily in stock or orders for value-added products. Non-standard products are non-cancellable and non-refundable. In the event of cancellation or other withdrawal of an order for any reason, and without limiting any other remedy which Graphene Electronic & Technology LLC may have as a result of such cancellation or other withdrawal, reasonable cancellation or restocking charges shall include all expenses incurred and commitments made by Graphene Electronic & Technology LLC, and shall be paid by Customer to Graphene Electronic & Technology LLC.

Customer requests to reschedule are subject to acceptance by Graphene Electronic & Technology LLC in its sole discretion. Orders may not be cancelled or rescheduled after the order has been submitted by Graphene Electronic & Technology LLC to the shipment carrier. Graphene Electronic & Technology LLC reserves the right to allocate sales and limit quantities of selected Products among its customers in its sole discretion. Product specifications and availability are subject to change without prior notice.

Orders for Goods are usually accepted by the Company by despatching the Goods provided, however, that despatch will not be acceptance where the price for the Supplies has been incorrectly quoted or referenced by the Customer in its order. The Company reserves the right to make a small order handling charge of $20 on all orders of $100 or under.

5. Delivery

Customer acknowledges that times and dates for delivery quoted by Graphene Electronic & Technology LLC ‘s employees are approximate only and Graphene Electronic & Technology LLC shall not be liable for the consequences of any delay in delivery. Time for delivery shall not be of the essence.

All shipments by Graphene Electronic & Technology LLC are F.O.B. point of shipment from Graphene Electronic & Technology LLC’s facility and the amount of all transportation charges will be paid to Graphene Electronic & Technology LLC by the Customer in addition to the purchase price of the Products. Subject to Graphene Electronic & Technology LLC’s right of stoppage in transit, delivery of the Products to the carrier will constitute delivery to Customer and title and risk of loss will pass to Customer. Graphene Electronic & Technology LLC will make reasonable efforts to initiate shipment and schedule delivery as close as possible to Customer’s requested delivery date(s).

Selection of the carrier and delivery route will be made by Graphene Electronic & Technology LLC unless specifically designated by Customer. Graphene Electronic & Technology LLC reserves the right to make deliveries in instalments. Delay in delivery of one instalment will not entitle Customer to cancel any other instalment(s). Delivery of any instalment of Products within forty-five (45) days after the date requested will constitute a timely delivery. Delivery of a quantity that varies from the quantity specified shall not relieve Customer of the obligation to accept delivery and pay for the Products delivered. Delivery prices apply per order, respective of the number /amount/weight &dimension of products ordered. Delivery will be made to the Customer’s usual business address, unless otherwise agreed in writing.

6. Inspection, defects and non delivery

The Customer must inspect the products as soon as is reasonably possible after delivery and shall, within 10 days of the date of delivery or, in the case of clause iv, the due date for delivery, give notice to Graphene Electronic & Technology LLC in detail of:

• Any defect in the product that is apparent on reasonable examination. In this case Graphene Electronic & Technology LLC shall, at Graphene Electronic & Technology LLC ‘s discretion, replace the products or refund the purchase price. In any event the Customer must refuse parcels delivered to it in a damaged condition;
• Any shortfall in products delivered. In this case Graphene Electronic & Technology LLC shall, at its discretion, deliver the undelivered products or refund the price of the undelivered products;
• Any delivery of products not in accordance with the order. In this case Graphene Electronic & Technology LLC shall, at Graphene Electronic & Technology LLC ‘s discretion, replace the products or refund the purchase price;
• Any non-delivery of the products (in which case the time limit is within 10 days of the estimated despatch date). In this case Graphene Electronic & Technology LLC shall deliver the undelivered products or refund the price of the undelivered products.

The Company will not be liable for any non-delivery of Goods or non-performance of Services unless written notice is given to the Company within 10 days of the date when Goods should have been delivered or the Services performed in the ordinary course of events. If the Customer fails to give any such notice, the products shall be conclusively presumed to be, in all respects, in accordance with the order and free from apparent defects, and the Customer shall be deemed to have accepted the products accordingly. Graphene Electronic & Technology LLC’s record of the products despatched (including the quantity) shall be conclusive evidence of the products received by the Customer, unless proved otherwise by the Customer.

The remedies set out above are the Customer’s exclusive remedies for non-delivery or short delivery of products, or for apparent defects in the products or delivery of products not in accordance with the order. Graphene Electronic & Technology LLC shall not be liable for any losses, consequential or otherwise, or for costs (including legal costs), expenses, liabilities, injuries, loss of profits, business or economic loss, depletion of goodwill, damages, claims, demands, proceedings, judgments or otherwise arising from these circumstances.

7. Payment

 

All payments must be made in the currency billed on the original invoice. Prepaid Wire Transfer/EFT/Proforma: Customers can wire the funds to our bank. After your order is ready to ship, we will e-mail a Proforma invoice which includes our bank information, the merchandise total and shipping charges. Total amount on proforma invoice will not include wire transfer/EFT transaction expenses which will be paid by customer. We will reserve stock for your order for 72 hours on orders awaiting funds. Orders will be cancelled after 5 business days if funds have not been received. Customer is responsible for duties and taxes.

Customer agrees to pay the entire net amount of each invoice from Graphene Electronic & Technology LLC pursuant to the terms of each such invoice, without offset or deduction. Orders are subject to credit approval by Graphene Electronic & Technology LLC, which may in its sole discretion at any time change the terms of Customer’s credit, require payment in cash and/or bank wire transfer/EFT and/or require payment of any or all amounts due or to become due for Customer’s order before shipment of any or all of the Products. If Graphene Electronic & Technology LLC reasonably believes that the Customer’s ability to make payments may be impaired or if Customer fails to pay any invoice when due, Graphene Electronic & Technology LLC may suspend delivery of any order or any remaining balance thereof, until such payment is made or cancel any order or any remaining balance thereof. Customer will remain liable to pay for any Products already shipped and all Non-Standard or Non Cancellable-Non Returnable products ordered by Customer. Customer agrees to submit such financial information as Graphene Electronic & Technology LLC may reasonably require for determination of credit terms and/or continuation of credit terms

8. Returns

Prior to returning any Goods to the Company for any reason, the Customer must contact the Company to obtain an approval and returns authorisation number (‘RMA’). All Goods are returned at the Customer’s risk and expense and should be undamaged by the Customer and in their original packaging. The Customer is responsible for returning Goods to the Company and for providing proof of delivery of such return.
Graphene Electronic & Technology LLC operates a 21 day return policy. To be accepted for return on this basis, Goods should be returned for receipt by the Company within 21 days of despatch. The Customer should return the Goods to “The Returns Department, Graphene Electronic & Technology LLC, 800 SE 4th Ave, Ste 617, Hallandale Beach, FL 33009” clearly quoting the Returns Material Authorization Number (RMA), Customer’s account number and order number on the outside of the package.
Any Goods returned after 21 days as ‘unwanted’ or ‘incorrectly ordered’ may be accepted at the discretion of the Company but will be subject to a minimum restocking fee of 20% of the invoice value of the Goods not less than$50
Goods that consist of software or are specially constructed or contain any of the hazardous substances referred to in Directive 2002/95/EC on the Restriction of the Use of Certain Hazardous Substances in Electrical or Electronic Equipment (‘RoHS’) may not be returned under this Condition 7 . Any Goods which are not in catalogue or are non-stock items may not be returned under this Condition 8. Any static-sensitive Goods or moisture sensitive components (MSL) supplied in sealed packaging may not be returned if the blister or ‘peel’ packs in which they are supplied have been opened, tampered with or damaged. Any Goods supplied without relevant certification(conformity, calibration, MSDS, CE, ATR) that is provided by manufacturer and/or not requested by the customer during order placement and/or confirmed by Graphene Electronic & Technology during order confirmation cannot be returned.

9. Graphene Electronic & Technology LLC’s Limited Warranty

Graphene Electronic & Technology LLC agrees to transfer to Customer whatever transferable warranties Graphene Electronic & Technology LLC receives from the manufacturer of Products sold to Customer. Graphene Electronic & Technology LLC makes no other warranty, express or implied, with respect to the Products. IN PARTICULAR, GRAPHENE ELECTRONIC & TECHNOLOGY LLC MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT.

Graphene Electronic & Technology LLC’s liability arising out of any sale of products to Customer is expressly limited to either (1) Refund of the purchase price paid by Customer for such Products (without interest), or (2) Repair and/or replacement of such Products, at Graphene Electronic & Technology LLC’s election, with such remedies exclusive and in lieu of all others.

This obligation will not apply:
• if the defect arises because the Customer has altered or repaired such Goods without the written consent of the Company;
• because the Customer did not follow the manufacturers’ instructions for storage, usage, installation, use or maintenance of the Goods;
• if the Customer has failed to notify the Company of any defect in accordance with Condition 9 where the defect should have been reasonably apparent on reasonable inspection; or
• if the Customer fails to notify the Company of the defect within 21 days.

Customer must notify Graphene Electronic & Technology LLC within 21 days from date of shipment of any defective product. This warranty is in lieu of any and all other warranties, whether oral, written, expressed, implied or statutory. Implied warranties of fitness for a particular purpose and merchantability are specifically excluded and shall not apply. Customer’s obligations and Graphene Electronic & Technology LLC’s remedies with respect to defective or nonconforming products, are solely and exclusively as stated herein.

10. Risk and ownership

The risk of damage to or loss of Goods will pass to the Customer when

• the Goods are loaded from company’s premises to customer’s freight forwarder vehicle if Ex-W shipment agreed or
• unloaded from the Company’s carriers at the Customer’s premises and/or destination country Customs Authorities

Ownership of all products supplied shall not pass to the Customer until full payment of the purchase price of the goods and of all other amounts owing to Graphene Electronic & Technology LLC has been made (in cash or cleared funds). If the Customer is late in paying any sum to Graphene Electronic & Technology LLC, then Graphene Electronic & Technology LLC shall be entitled to the immediate return of all products where the ownership has not passed to the Customer

11. Limitations of Liabilities

IN NO EVENT SHALL GRAPHENE ELECTRONIC & TECHNOLOGY LLC BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE including, but not limited to, damages resulting from loss of profit or revenue, recall costs, claims for service interruptions or failure to supply downtime, testing, installation or removal costs, costs of substitute products, property damage, personal injury, death or legal expenses. Customer’s recovery from Graphene Electronic & Technology LLC for any claim shall not exceed the purchase price paid by Customer for the goods, irrespective of the nature of the claim, whether in warrant, contract or otherwise. CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD GRAPHENE ELECTRONIC & TECHNOLOGY LLC HARMLESS FROM ANY CLAIMS BROUGHT BY ANY PARTY REGARDING PRODUCTS SUPPLIED BY GRAPHENE ELECTRONIC & TECHNOLOGY LLC AND INCORPORATED INTO THE CUSTOMER’S PRODUCT.

12. Distance Selling Regulations

If, notwithstanding the terms of Condition 12, the Customer is buying as a ‘consumer’, as defined in The Consumer Protection (Distance Selling) Regulations 2000, the Customer may, provided he or she has taken reasonable care of the Goods, return the Goods and be repaid the price paid in respect of them within 21 days of their delivery. To return Goods on this basis, the Customer must notify the Company in writing and return the Goods, in their original packaging, within the 7 day period to Graphene Electronic & Technology LLC, 800 SE , 4th Ave, Ste 617 Hallandale Beach , FL 33009” clearly quoting the Returns Material Authorization Number (RMA), Customer’s account number and order number on the outside of the package. Goods should be returned first class with proof of posting and the Customer is responsible for payment of all postage costs. If the goods awaiting at destination country Customs Authorities, it is customer’s responsibility to clear the goods and ship back to company’s premises at customer’s expense. Graphene Electronic & Technology is not liable for any costs, import duty or taxes which occurred during the custom clearance. In respect of certain Goods the Company may prefer to arrange collection itself and, if requested, the Customer will allow the Company to collect the Goods and will assist in the arrangements for the Goods’ collection. All reasonable costs of collection will be borne by the Customer. The Customer is responsible for the care and custody of the Goods pending their return or collection. Following receipt of Goods which comply with this Condition 11, the Company will refund to the Customer the price paid in respect of the Goods. This Condition 11 shall not apply to software that has been unsealed by the Customer.

13. Business customers

The Company is a business to business supplier. The Catalogue and any other product brochures produced by the Company are intended for use by business customers and not consumers. By ordering, the Customer confirms that he, she or it wishes to obtain the Supplies for the purposes of his, her or its business and not as a consumer.

14. Export Classification Disclaimer

Any use made of Graphene Electronic & Technology LLC classifications, whether it be ECCNs or any variation of Harmonized Tariff codes, is without recourse to Graphene Electronic & Technology LLC and at the user’s risk. Export classifications are subject to change. If you export or re-export, your company, as the exporter of record, is responsible for determining the correct classification of any item at the time of export. Any export classification by Graphene Electronic & Technology LLC is for Graphene Electronic & Technology LLC’s internal use only and shall not be construed as a representation or warranty regarding the proper export classification nor relied upon to make licensing determinations.

15. Force Majeure

A force majeure event is any event beyond the reasonable control of Graphene Electronic & Technology LLC (including strikes, traffic congestion, the downtime of any external line, or Graphene Electronic & Technology LLC’s inability to procure services, materials or articles required for the performance of the contract except at enhanced prices). If Graphene Electronic & Technology LLC is prevented or restricted from carrying out all or any of its obligations under these terms and conditions of sale by reason of any force majeure event, then Graphene Electronic & Technology LLC shall be relieved of its obligations during the period that such event continues, and shall not be liable for any delay and/or failure in the performance of its obligations during such period. If the force majeure event continues for a period longer than fourteen days, Graphene Electronic & Technology LLC may cancel the affected order or cancel the whole or any part of these terms and conditions of sale, without any liability to the Customer.