Terms and Conditions of Purchase Order

  1. All parts must be in factory sealed packaging, new and unused unless stated and agreed upon by both parties (Vendor and Synergy Components LLC).
  2. Supplier acknowledges that all orders are placed with the understanding that time is of the essence.
  3. Any late or short shipments are cause for cancellation by Synergy Components LLC. (“Synergy”) without Synergy incurring any additional costs or obligations.
  4. Notice must be provided within ten days after receipt of this purchase order that you are unable to supply the complete order by the date specified. Failure to provide notice within that time will cause you to be subject to any and all damages suffered by Synergy due to its failure to receive the ordered parts in a timely fashion.
  5. The Courts of the County of Travis, State of Texas, will have exclusive jurisdiction and venue of any dispute that arises out of or relating to this purchase order.
  6. Texas law will govern any dispute that arises out of or relates to this purchase order. The United Nations Convention on Contracts for the International Sale of Goods (“CISG”) shall not apply. In the event any applicable contract or agreement is executed in more than one language version, the English language version shall control.
  7. Before any legal action is filed concerning this purchase order, you and Synergy agree to participate in a mediation before a neutral mediator that will last a minimum of four hours unless the matter is resolved in less than that amount of time.
  8. If any dispute arises out of this agreement, and a lawsuit is filed, the prevailing party will be entitled to recover their reasonable attorneys’ fees and costs.
  9. Counterfeit parts have no value. For example, any Limitation of Warranties provision contained in the Supplier’s Terms and Conditions will be declared null and void if it is later determined that counterfeit parts or suspect counterfeit parts were received by Synergy from its supplier.
  10. Supplier and Synergy hereby agree that if Synergy or a testing laboratory chosen by Synergy determines that the goods supplied are suspect counterfeit or counterfeit, then the Supplier has the right to: 1. Agree with Synergy’s findings and the transaction will be voided; or 2. Verify Synergy’s findings by contracting with a Synergy approved and Supplier recognized test laboratory (hereafter referred to as “lab”) for further verification.
  11. If Supplier accepts Synergy’s findings and chooses to immediately void the transaction, the suspect electronic parts will not be returned to Supplier unless and/or until an independent lab agreed to by both Supplier and Synergy determines that the electronic parts are not suspect counterfeit or counterfeit. Under these circumstances, Synergy shall retain possession of the suspect electronic parts for a time period at least as long as the applicable statute of limitations under the appropriate Authority(ies) Having Jurisdiction following the date upon which Supplier received notification from Synergy that it was choosing to immediately void the transaction between them. Once this period has expired, then Synergy shall have the absolute right to destroy the suspect electronic parts. If Supplier exercises its right to have an independent lab determine whether the suspect electronic parts are counterfeit and the lab verifies the findings that the subject electronic parts are either suspect counterfeit or counterfeit, then Supplier must issue an immediate refund of all monies paid by Synergy. Synergy and Supplier agree that whether or not Supplier refunds all monies paid by Synergy. Synergy shall have the absolute right to reacquire possession of the subject electronic parts from the lab in order to prevent the subject electronic parts from being offered for sale through any channels of distribution. In the event that Supplier pursues its Supplier, either in civil or criminal proceedings, Supplier shall have the right upon request to receive and use a mutually agreeable sample quantity of the parts sold for the purpose of pursuing its remedies. Upon completion of testing, samples will be returned to Supplier who will then return them to Synergy. Synergy and Supplier agree that Synergy shall have the right to destroy the suspect electronic parts after expiration of the applicable statute of limitations under the appropriate Authority(ies) Having Jurisdiction. Notwithstanding the above, if Synergy and Supplier agree in writing that the parts can be immediately destroyed, the parts will be destroyed per their agreement so long as all civil or criminal actions, in which the suspect electronic parts are the subject of the action, have been completed.