w1 B. J. Wolfe Enterprises, Inc

   Phone: (818) 889-8412, Fax: (818) 889-8417, E: info@bjwe.com 

Terms & Conditions

All quotations and sales by B. J. Wolfe Enterprises, Inc. (BJWE) are subject to these terms and conditions and those on the front of this document. 1. Orders will be initiated by Customer issuing a purchase order (“Order”) to BJWE. Purchase Order will identify the products, unit quantities, part numbers, descriptions, applicable prices and requested delivery date. Orders are subject to BJWE’s acceptance and to these Terms and Conditions.  Product specifications and availability are subject to change without prior notice.

2. Except as otherwise sent forth on the front of BJWE invoice or acknowledgment, terms of payment are net 30 days from invoice date; prices are FOB BJWE’S facility (as defined in the Uniform Commercial Code); and prices do not include any taxes, freight, handling, duty or other similar charges, payment of which will be the sole responsibility of customer. Prices are conditioned upon timely payment and any past due balance will accrue interest at the monthly rate of one and one-half percent. Freight charges may be constructed on the basis of standard carrier tariffs and may not reflect actual transportation costs. BJWE reserves the right to modify terms prior to shipment, require payment in advance, or delay or cancel any shipment or order by reason of customer’s creditworthiness or should customer fail to fulfill any obligation when due.  You may receive an e-mail or mechanized document from BJWE describing your order details. That e-mail/document legally suffices as your purchase order.  It will also represent BJWE confirmation of your order.  BJWE may revoke its acceptance of such purchase order for any reasonable reason, including your inability to provide BJWE with adequate comfort that (i) will comply will all relevant laws, such as export regulations, or (ii) are, in BJWE’s sole discretion, credit worthy.

3. In absence of prior agreement as to shipping, BJWE may select a carrier. BJWE’s responsibility for any loss or damage ends, and title passes, when products are delivered to the carrier, to customer, or to customer’s agent (including, without limitation, any test house or value added service provider), whichever occurs first.  Customer will pay for storage charges if BJWE holds product at customer’s request pending instructions or rescheduled delivery.

4. BJWE warrants those products assembled or customized by it against defect caused solely by fault assembly or customization for 90 days after delivery.  All other products, and the components and materials utilized in any assembled or customized products, are covered by, and subject to, the terms, conditions, and limitations of the manufacturer’s standard warranty, which warranty is expressly in lieu of any other warranty, express or implied, of or by BJWE or the manufacturer.  Customer’s exclusive remedy, if any, under these warranties is limited, at BJWE’s election, to any one of  (a) repair by BJWE or the manufacturer of any products found to be defective, (b) replacement of any such product, or (c) refund of life value of warranty or purchase price .Customer acknowledges that except as specifically set forth or referenced in this paragraph, THERE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, IN ADVERTISING MATERIALS, BROCHURES, OR OTHER DESCRIPTIVE LITERATURE) BY BJWE OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AS TO THE CONDITION OR PERFORMANCE OF ANY PRODCUTS, THEIR MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE.  BJWE ASSUME NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR MANUFACTURER’S PRODUCT SPECIFICATIONS OR THE PERFORMANCE OR ADEQUACY OF ANY DESIGN OR SPECIFICATIONS PROVIDED TO ARROW BY OR ON BEHALF OF CUSTOMER   Use of the customer’s part number on any document or on any products is for convenience only and does not constitute any representation by BJWE with respect to the performance, specifications, or fitness of any part for any purpose.

5. Products are deemed accepted by customer unless customer notifies BJWE in writing within ten (10) days of delivery of product shortages, damage, or defect.  No returns may be made for any reason without a Return Authorization Number and/or form issued by BJWE.

6. BJWE will not be liable for any failure or delay in its performance or in the delivery or shipment of products, or for any damages suffered by customer by reason of such failure or delay, when such failure or delay is caused by, or arises in connection with, any fire, flood, accident, riot, earthquake, severe weather, war, governmental interference or embargo, strike, shortage of labor, fuel, power, materials or supplies, delay in delivery by BJWE’s supplier or any other cause or causes beyond BJWE’s reasonable control.  BJWE reserves the right to cancel without liability any order, the shipment of which is or may be delayed for more than thirty (30) days by reason of any such cause.

7. All quotation and sales are made only upon these terms and conditions and those on the front of this document.  This document and not any purchase order or other customer document (which, if construed to be an offer is hereby rejected), will be deemed an offer or counter-offer, and is a rejection of any other terms or conditions. Customer, by accepting any products, making any payments or ordering any products having previously received these terms and conditions, will be deemed to have assented to these terms and conditions, notwithstanding any terms contained in any prior or later communications from customer and whether or not BJWE will specifically or expressly object to any of customer’s terms. BJWE’s failure to object to any document, communication, or act of customer will not be deemed a waiver of any of these terms and conditions. Any addition or change to these terms and conditions must be specifically agreed to in writing by a duly authorized officer of BJWE before becoming binding on BJWE.

8. Products may be subject to export or resale restriction or regulation, and customer acknowledges that it will comply with such restrictions and regulations. Any statement as to product country of origin, Export Control Classification Number, or compliance with applicable law (including, without limitation, that products are lead-free, RoHS compliant) is as provide to BJWE by its suppliers, and BJWE does not warrant its accuracy and will not be liable for any error with regard to same. Customer uses information at its own risk. Customer understands that the commodities, software, and/or technology it purchases may be subject to export, re-export, or other restrictions under the laws of the country of manufacture, the country of the seller/distributor, and the country in which the Customer resides. Therefore, Customer, on behalf of itself, its subsidiaries and affiliates, warrants and agrees to abide by all applicable laws and regulations relating to the export and re-export of such commodities, software, and/or technology and the direct products thereof in relation to goods obtained by Customer and its subsidiaries and affiliates. In particular:  You understand that U.S. origin commodities, software, and/or technology, exported from the U.S., and/or foreign manufactured products made with U.S. origin technology or more than de-minims U.S. components contents are subject to U.S. re-export laws. In the event of re-export, You agree to ensure that the required permissions (licenses exception, etc., as applicable) will be obtained. You certify that the commodities, software, and/or technology will not be used, sold, re-exported or incorporated into products used directly or indirectly, in the design, development, production, stockpiling, or use of chemical or biological weapons, nuclear programs (including activities related to nuclear explosive devices, nuclear reactors, and nuclear fuel-cycle activities), missiles (including cruise and ballistic missile systems, space launch vehicles, sounding rockets, target drones, remotely piloted vehicles, and reconnaissance drones), and maritime nuclear propulsion projects except as authorized under applicable laws and regulations relating to the export and/or re-export of these items. (a) You certify that the commodities, software, and/or technology will not be sold, re-exported or incorporated into any products for use by Military Grade , police, or intelligence entities, or for any space applications except as authorized under applicable laws and relations relating to the export and/or re-export of items to such entities. (b) You certify that the commodities, software, and/or technology will not be used directly or indirectly, sold, re-exported or incorporated into products for the foreign vessels or aircraft except as authorized under applicable laws and regulations relating to the export and/or re-export of these items. (c) You certify that the commodities, software, and/or technology will not be used directly or indirectly, sold, re-exported or incorporated into products for the benefit of certain Chinese, Russian, Indian, Pakistani or any other persons named by the U.S. government on the Entity List as Part 744 of the Export Administration Regulations, or to persons designed by the U.S. government as Specially Designated Global Terrorists (SDGTs), Specially Designated Terrorist (SDTs), Foreign Terrorist Organizations (FTOs) on the Specially Designated National (SDN) list, or to persons on the SDN List followed by the suffix FRYM (relating to U.S. sanctions on the Federal Republic of Yugoslavia and Montenegro). (d) You certify that the commodities, software, and/or technology will not be used directly or indirectly, sold, re-exported or incorporated into products that constitute general purpose microprocessors for Military Grade end-uses or Military Grade end-users except as authorized under applicable laws and regulations relating to the export and/or re-export of items to such items. (e)You certify that no commodities, software, and/or technology obtained from BJWE, its subsidiaries and/or affiliates, or of U.S. origin will be exported or re-exported (directly or indirectly), diverted, or transshipped to or via any country in violation of U.S unilateral or U.N. economic embargo. (f) BJWE also reserves the right to cancel any order, the shipment of which would require an export license.

9.  No order or Customer obligation may be returned, cancelled, reschedule, reconfigured or assigned without BJWE’s prior written authorization, and in such event, customer will be liable for restocking fee and any additional costs and expenses incurred by BJWE. Prices are subject to change by BJWE upon customers rescheduling or reconfiguration of orders.

10. If statements or advise, technical or otherwise, is offered or given to Customer, such statements or advise will be deemed to be given as an accommodation to Customer and without charge and BJWE will have no responsibilities whatsoever for the content or use of such statements or advise.

11. If customer’s order is placed under a contract with the United States Government, BJWE agrees to comply only with those contract provisions and regulations with which, pursuant to law, it must comply and of which customer has, at the time of order placement, placed BJWE on written notice. In no event will United States Government Cost Accounting Standards apply. All rights in technical data and software owned or licensed by BJWE or the manufacture are hereby reserved and deemed restricted or limited. Unless specifically otherwise agreed in writing by BJWE, customer acknowledges that products sold by BJWE are not intended for and will not be used in life support systems, human implantation, nuclear facilities or systems or any other application where product failure lead to loss of life or catastrophic property damage. Customer will indemnify and hold BJWE harmless from any loss, cost or damage resulting from customer’s breach of the provisions of this paragraph.

12. Except for warranty coverage referenced in paragraph 4, above, NEITHER BJWE NOR ITS SUPPLIERS WILL HAVE ANY LIABILITY OR OBLIGATION TO CUSTOMER OR ANY OTHER PERSON FOR ANY CLAIM, LOSS, DAMAGE, OR EXPENSE CAUSED IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY THE INADEQUACY OF ANY PRODUCTS FOR ANY PURPOSE, BY ANY DEFICIENCY OR DEFECT IN ANY PRODUCT (WHETHER OR NOT COVERED BY ANY WARRANTY), BY THE USE OR PERFORMANCE OF ANY PRODUCTS OR BY ANY FAILURE OR DELAY IN BJWE’S PERFORMANCE HEREUNDER, OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY OR LOSS OF BUSINESS OR PROFIT, WHETHER OR NOT CUSTOMER WILL HAVE INFORMED BJWE OF THE POSSIBILITY OR LIKELIHOOD OF ANY SUCH DAMAGES.

13. Any software or other intellectual property included in or relating to products is supplied by it manufacturer or licensor. BJWE makes no representation or warranty with respect thereto and will have no liability in connection therewith. Customer agrees to comply with all requirements with regard to proprietary and similar rights in and to any intellectual property (including any requirement to enter into a separate license agreement and prohibitions against duplicating or disclosing the same), even if BJWE has broken the seal on any “shrink wrapped” software.

14. If Customer provides BJWE with any intellectual property, Customer was that it has all the necessary legal rights to such property. Customer will indemnify BJWE against and hold it harmless from any and all liability, cost of expense arising from a breach or purported breach of the requirements described in this section.

15. BJWE certifies that it complies with all applicable requirements of Sections 6, 7, and 15 of the Fair Labor Standards Act, as amended, and of regulations and orders of the United States Department of Labor issued under Section14 thereof.

B. J. Wolfe Enterprise, Inc.