Part Search
enter a part number below

Worldwide Solutions | Unmatched Service

516-887-3531 | sales@outfrontinc.com

Get a Quote

Place an RFQ and get a fast and free quote today

 

Excess Inventory

Turn your excess inventory into cash

 

Linecard

View our extensive linecard

 

Clearance Sale

Everything must go

 

 

25 years visa mastercard

PURCHASE ORDER TERMS AND CONDITIONS

Your sale to Out Front, Inc. (“Out Front”) is governed by these Terms and Conditions which you accept and by which you agree to be bound.   This Purchase Order constitutes the entire complete and exclusive agreement between the parties relating to the goods or services purchased hereunder (the “Goods”) and shall supersede any other terms, conditions, prior course of dealings, course of performance, usage of trade or other understandings. These terms and conditions can only be modified in writing signed by both parties. Any additional or different terms in your order acknowledgement or other document are hereby deemed to be null and void.

PRICES

Out Front shall not be billed at prices higher than those stated on the applicable purchase order. Unless otherwise specified, such price includes all charges for packing, storage and transportation to point of delivery. You must pay all delivery charges in excess of any delivery charge Out Front has agreed to pay. The price stated includes all taxes except state or local sales or use tax or similar taxes that You are required by law to collect from Out Front. Such taxes, if any, shall be separately stated in your invoice and paid by Out Front, unless an exemption is available. You agree that any price reduction made with respect to the Goods covered by Out Front’s purchase order subsequent to its placement but prior to payment will be applicable to such order.

DELIVERY

Unless You receive prior written approval from Out Front, Out Front will accept shipments from You only subject to the following conditions: (1) Shipment terms are FOB DESTINATION, (2) all shipments must be received by the due date set forth on the Out Front purchase order because You understand and acknowledge that time is of the essence and (3) date codes, quantity, manufacturer and description must be exactly as indicated on Out Front’s purchase order without substitution. (4) Parts that are partially marked or unmarked must be shipped with a copy of the MFG label or the Datasheet specifying the markings. (5) The products and packaging must contain no physical damage and must be protected from ESD.

The order must not be shipped more than one week in advance of the time or times specified therein, without Out Front’s prior approval.  Out Front shall not be obligated to accept untimely, nonconforming, excess or under shipments and such shipments in whole or in part may, at Out Front’s option, be returned to you, or held for disposition at your expense and risk.  Out Front reserves the right to stop payment, cancel or refuse an order or shipment if the terms on Out Front’s purchase order or these Terms and Conditions are not fully met.

WARRANTIES

You represent and warrant that the Goods to be delivered pursuant to this purchase order, were obtained directly from an OEM or franchised distributor, and will conform to all applicable specifications and will be merchantable, of good material and workmanship, free from apparent or latent defects and will be fit and sufficient for the purpose intended.  GOODS RECEIVED FROM YOU MUST BE NEW, UNUSED AND IN ORIGINAL FACTORY PACKAGING, AND NOT BE FRAUDULENT OR COUNTERFEIT. These warranties shall be in addition to all other warranties, express, implied or statutory. Payment for, inspection of, or receipt of the Goods shall not constitute a waiver of any breach of warranty. Your warranties shall be good for no less than 18 months. 

NON-CONFORMING GOODS

  1. Receipt by Out Front of Goods on a purchase order does not in and of itself constitute acceptance by Out Front of such Goods if the conditions set forth in these Terms and Conditions are not met.
  2. You agree that fraudulent/counterfeit parts have no value and any contract documents establishing a transaction involving fraudulent/counterfeit parts shall be declared “null and void.”  Furthermore, if any Goods supplied by You are not in compliance with these terms and conditions, Out Front shall have the option to cancel this transaction. Upon such cancellation, You shall refund all monies paid, and prepay for return of goods.  You will refund all inbound freight charges, along with any charge incurred in transporting the parts to the end customer.  Seller is liable to Buyer for all damage, loss (direct or consequential), cost and expense attributable to any non-conformity or defect.
  3. If Out Front suspects that any Goods supplied under this contract do not conform to these  terms and conditions, or are suspect fraudulent or counterfeit, it may submit them to a testing laboratory (hereafter referred to as “lab”) chosen by Out Front and if that lab  determines that the Goods supplied are not in compliance, suspect/counterfeit or fraudulent to counterfeit, then You have the right to:  1) accept those findings, and the transaction will be cancelled; or 2) verify the lab’s  findings by contracting with any recognized test laboratory agreed upon by both You and Out Front for further testing.
  4. If You accept Out Front’s findings and choose to immediately void the transaction, the suspect   electronic parts will not be returned to You unless and/or until an independent lab agreed to by  both You and Out Front determine that the electronic parts are not suspect fraudulent/counterfeit  or fraudulent/counterfeit.  Under these circumstances, Out Front 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 You received notification from Out Front that it was choosing to immediately void the transaction between them.  Once this period has expired, then Out Front shall have the absolute right to destroy the subject electronic parts.  If You exercise your right to have an independent lab determine whether the suspect electronic parts are fraudulent/counterfeit and the lab verifies the findings that the subject electronic parts are either suspect fraudulent/counterfeit or fraudulent/counterfeit, then You must issue an immediate refund of all monies paid by Out Front. Out Front and You agree that whether or not You refund all monies paid by Out Front, Out Front 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 You pursue your supplier, either in civil or criminal proceedings, You 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 You who will then return them to Out Front.
  5. Out Front and You agree that Out Front 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 Out Front and You 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.

USE OF INFORMATION

You may not disclose any details in connection with Out Front’s Purchase Order to any party except with Out Front’s prior written consent.

DEFAULT CANCELLATION

Out Front reserves the right to cancel this purchase order, without liability to Out Front, in the event of the happening of any of the following: Your insolvency, the filing of a voluntary petition in bankruptcy by You, the filing of an involuntary petition to have You declared bankrupt, the appointment of a Receiver or Trustee for You, or the execution by You of an assignment for the benefit of creditors. If You fail to perform as specified herein, or if You breach any of the terms hereof, Out Front reserves the right, without any liability to Out Front  upon giving You ten (10) days written notice, to (i) cancel this purchase order in whole or in part, and You shall be liable to Out Front for all damages, losses and liability, direct or consequential, incurred by Out Front resulting from Your breach, or (ii) obtain the Goods from another source, with You being responsible for payment of any excess cost resulting therefrom, if such deficiencies are not remedied. The remedies herein provided shall be cumulative and in addition to any other remedies provided at law or in equity.

COMPLIANCE WITH LAWS

You agree to fully observe and comply with all applicable federal, state and local laws, rules, regulations and orders pertaining to the production and sale of the Goods, and upon request You shall furnish Out Front certificates of compliance with such laws, rules, regulations and orders.

INDEMNIFICATION

You agree to indemnify and hold harmless Out Front, its successors and assigns, customers and users of the Goods against all suits at law or in equity and from all damages, direct or consequential, claims and demands arising out of Your failure to comply with any of the terms or conditions set forth herein.  Should any of the Goods supplied by You under this purchase order cause the death or injury to any person or damage to any property, and, upon the tendering of notice to you of the filing of any suit or claim, You shall defend the same at your expense as to all costs, fees and damages, including reasonable attorney’s fees. The foregoing indemnification shall apply whether You or Out Front defends such suit or claims and whether the death, injury or property damage is caused by the sole or concurrent negligence of You or otherwise.

INTELLECTUAL PROPERTY INDEMNIFICATION

You shall indemnify and save harmless Out Front, its successors, assigns, customers or users of the Goods, from and against all loss, liability and damage, including costs, expenses, and reasonable attorney’s fees, resulting from any claim that the manufacture, use, sale or resale of the Goods infringes any patent, trademark, copyright or other intellectual property, and You shall, when notified, defend any action or claim of such infringement at Your own expense.

ASSIGNMENT

Neither this order nor any rights or obligations herein may be assigned by You nor may You delegate the performance of any of your duties hereunder without, in either case, Out Front’s prior written consent.

MEDIATION AND ARBITRATION

If a dispute arises out of or relates to this contract or the breach thereof and if said dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation. Said mediation shall last a minimum of four hours and all of the costs associated with the mediation shall be divided equally between the parties. If the mediation is unsuccessful, then the State and/or Federal courts of the County of Nassau of the State of New York, will have exclusive jurisdiction and venue shall lie in the County of Nassau of the State of New York, of any dispute that arises out of or relating to this purchase order.

In the event settlement cannot be achieved through mediation, You and Out Front agree to submit the dispute to arbitration before a single arbitrator.  In the event the parties are unable to agree on an arbitrator, the New York state Dispute Resolution Association shall be asked to appoint one.  The parties shall try to agree upon the rules for the arbitration but in the event they are unable to do so, the Arbitrator shall decide.  The arbitration shall be conducted in English in the County of Nassau of the State of New York  The arbitrator shall have the authority to apportion the costs of arbitration as between the parties.

MISCELLANEOUS

You agree that You will reimburse Out Front for any cost associated with enforcement of Out Front’s rights in connection with its transaction, including but not limited to, collection costs, and court and attorney fees. If any provision hereof shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Purchase Order and these Terms and Conditions of Purchase and shall not affect the validity and enforceability of any remaining provisions. Any heading, caption, or paragraph title contained in these Terms and Conditions is inserted only as a matter of convenience and in no way defines or explains any paragraph or provision hereof.