Terms & Conditions

Terms and Conditions – Dated February, 2025
This constitutes acceptance by EA Components Inc. (Seller) of a purchase order from the Purchaser named in this purchase order, address and/or telephone number as stated. Acceptance is expressly made conditional upon the Purchaser's assent, express or implied to the terms and conditions set forth herein without modification or addition.

1. ACCEPTANCE
The Purchaser's acceptance of these terms and conditions shall be indicated by submitting this order for processing and fulfilment.

2. DELIVERY
Shipments are F.O.B. EA Components Blackstock, Ontario with prepaid shipping charges added to the invoice. Collect shipments are F.O.B. our shipping dock. Title passes at the F.O.B. point. Shipping guarantees apply only to in stock products sold at regular prices. These guarantees do not apply in instances where approval of credit terms or payment method requires additional processing time. The Purchaser shall properly notify the Seller no later than 24 hours after delivery of any claims, shortages, or rejection as to any delivery of an order. Such notice shall be in writing and shall be reasonably detailed stating the grounds for rejection. Failure to give any such notice within such time shall be deemed as acceptance in full of any such delivery.

3. PRICE AND PAYMENT
Products are invoiced at the “List” prices specified by E A Components Inc. less agreed upon discounts in writing, or on a formal quotation form. The invoice shall be payable in full on the due date. Overdue accounts will bear an interest charge of 1,5% per month (18% per annum) calculated and compounded monthly, on the outstanding amount from the due date to the date of receipt of payment by the Seller.

4. TITLE AND SEIZURE
The Seller will retain title to, or (if applicable in the province in which the Purchaser is located) a purchase money security interest in the products, until the Seller has received payment in full for the products. The Purchaser agrees to do all acts necessary to perfect and maintain the Seller's purchase money security interest and the right and title of the Seller in the products. If the Purchaser defaults in any payment or performance of any of the obligations and conditions herein the balance outstanding shall become due and payable immediately at the option of the Seller, and the Seller may immediately, with or without legal process and without limiting any other rights the Seller may have, enter the premises where the product is located, and take possession
and remove all of the products for which the Seller has not received payment of it’s property. Thereupon the Seller may upon repossession with or without notice to the Purchaser sell the products at a public or private sale at which the Seller may be a purchaser, the Purchaser shall be liable to pay the balance owing for the products after the application of the proceeds of the sale less the cost of the Seller retaking possession including solicitors fees. The Purchaser covenants and agrees that until the product is paid in full, the Purchaser shall keep the product in good order and condition and notify the Seller promptly of any loss of seizure or damage to the products, keep the products insured in their full value, and shall not sell assign transfer or make over its rights or interest in the products without the prior written consent of the Seller, and any such transfer shall be without prejudice to or waiver of the rights of the Seller against the Purchaser.

5. CANCELLATION
The Purchaser may cancel this order only upon written notice and upon payment to the Seller of cancellation charges (20% minimum) which shall take into account, among other things, expenses incurred and commitments already made by the Seller. Custom orders or Specially priced products may not be cancelled or returned without the express written consent of the Seller.

6. SOFTWARE
Products which are software may be licensed to the Purchaser directly by the manufacturer or supplier or by the Seller. The terms and conditions of such a licence will be presented with delivery of the products. If a Purchaser does not accept the terms and conditions of such licence, the Purchaser shall be permitted to return the product to the Seller in its original package unopened within 15 days of the delivery of the product to the Purchaser. If the product is not returned in this manner within such time period, the Purchaser shall have deemed to have accepted the terms and conditions of the licence of the product.

7. PRODUCT RETURNS
All goods to be returned to the Seller for any reason shall be shipped prepaid to the Seller’s place of business by the Purchaser at the Purchaser’s expense but only after first obtaining a return material authorization (RMA) number from the Seller. All goods so returned shall remain the risk of the Purchaser until final acceptance on approval of such return goods by the Seller. All goods to be returned for credit shall be in the original packaging, unmarked, and in as-new condition.

8. LIMITATION OF LIABILITY
The Seller’s entire liability and the Purchaser’s exclusive remedy with respect to any claim concerning non-performance of the product to the terms of this agreement, or any claim for breach or default by the Seller, whether such liability for damages arises in contract or tort, including negligence, or incidental damages however caused or arising incurred by the Purchaser or any other person, even if the Seller has been advised of the possibility of such or even if such were reasonably foreseeable, shall be limited to the Purchaser’s actual direct damages, in an amount not to exceed the amount paid to the Seller in respect to the specific product. The Purchaser agrees to indemnify and hold the Seller harmless from all claims, losses, liabilities, and damages, arising out of any action or omission of the Purchaser or its employees or agents.
9. WARRANTY
The Seller warrants products supplied hereunder to be free from defects in workmanship or material. This warranty does not cover shipping damage, neglect, damage caused by Purchaser or user, normal wear, or improper installation.
The products sold hereunder were not designed for use in aircraft or any nuclear installation or activity. If so used, the Seller disclaims all responsibility of every kind including negligence. In addition, the Purchaser shall indemnify and hold the Seller harmless for any liability or damage arising from such use. The Purchaser’s sole and exclusive remedy for breach of this warranty shall be, at the Seller’s option, repair or replacement or allowing return for full credit. However, the Purchaser shall not be entitled to such remedy unless the Seller has received written notice of such defect within one year from date of shipment from our warehouse.

Removal, reinstallation, and freight in connection with the foregoing remedies shall be the Purchaser’s responsibility, at its expense. The Seller may dispose of all parts replaced
hereunder. To expedite the processing of a warranty request the Purchaser must have a copy of the original invoice and a detailed description of the service required when contacting the
Seller. The products sold are subject to the specific terms, conditions and limitations of the Seller’s warranty as specified herein.

THE WARRANTY DESCRIBED IN THIS PARAGRAPH SHALL BE IN LIEU OF ANY OTHER WARRANTY, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST, OR EXPENSE FROM BREACH OF WARRANTY.

10. GENERAL
This agreement is governed by the laws of the Province of Ontario except if the transaction is covered by the Consumer Protection Act of Quebec (R.S.Q., c. P-40.1), in which case this agreement shall be governed by the laws of the Province of Quebec.
The parties hereto confirm that it is their wish that this document as well as all other documents relating hereto, (including notices), have been and shall be drawn up in English only.
Le parties aux presentes confirment leur volonte que ce document de meme tous les documents. (y compris tous avis), say rattachant, soient rediges en anglais seulement.