Welcome to the eeParts (“eeParts”) electronic component exchange and associated services (collectively, the “Exchange”). Use of the Exchange which is located at www.eeparts.com (the “Website”) is governed by this Buyer Agreement (this “Agreement”). By registering, you agree that you have read this Agreement and that your use of the Exchange will be in accordance with this Agreement. If you do not agree to abide by this Agreement, then you should not access or use, in any way, the Exchange. This Agreement may be modified at any time, and any such modification shall be effective immediately upon posting of the modified Agreement. By your access and use of the Exchange, you agree to periodically review this Agreement and shall be bound by any such future modifications.

1. Definitions.
   • A “Member” is an entity or person who agrees to use the Exchange in accordance with the terms and conditions of this Agreement, completes a registration form, and is accepted for membership by eeParts.
   • A “Buyer” is a Member who purchases parts (the “Parts”) on the Exchange for sale from eeParts or a registered eeParts’ Seller Member (“Seller”).
   • Any Buyer from an organization can be deemed the "Administrator." Instruction from the administrator shall be legally binding on the organization. The administrator may add buyers as needed. The administrator may be changed by contacting customerservice@eeparts.com.
      
2. Anonymity & Security.  eeParts will take reasonable steps to maintain trader anonymity. However, such anonymity cannot be guaranteed in all circumstances, including, but not limited to, loss or damage to parts, alleged breach of warranty, or the filing of a lawsuit. In order to deal with these and other appropriate situations, you agree that eeParts may reveal your identity when it believes in its sole discretion that it is reasonable to do so. You also agree that if such situations occur, eeParts will serve as a facilitator between the Members involved and that eeParts will have no liability to any Member for so acting.
    
3. Registration. You may apply for membership on the Website and submit your application electronically, or you may download the application form from the Website and submit it by fax to (469) 574-2389.
    
4. Assigned Account Manager. After your completed application is received and accepted by eeParts, eeParts will assign a designate representative to assist you with your use of the Exchange (an “Account Manager”). A detailed contact list is available on the Exchange in the event you need assistance immediately and your assigned Account Manager is unavailable.
    
5. Term. This Agreement is effective upon receipt and acceptance of this Agreement by eeParts. This Agreement will continue until either party terminates the Agreement. Upon written notice to eeParts you may terminate this Agreement for any reason upon thirty (30) days’ notice. You agree that eeParts, in its sole discretion, will have the right to terminate your access to this Exchange at any time, for any reason, and that eeParts shall not be obligated to disclose such reason to you. Termination of your access to this Exchange is sufficient notice of termination of this Agreement.
    
6. Buyer Membership Terms.
    
   1. As a Buyer, if your offer to buy a stated quantity of Parts for a certain price is accepted by eeParts, then you will be obligated to complete the transaction, subject only to the terms and conditions stated in this Agreement. If you apply a purchase order number to a transaction, it will be used for your internal reference purposes only. The terms and conditions of this Agreement will supersede the terms and conditions of any referenced purchase order. Modifications or retractions cannot be made after eeParts has accepted your offer to buy. eeParts will notify you of availability of the Parts and a scheduled ship date. If there is no availability or the available quantity is less than your offer to buy, you have an option to either accept the lesser quantity or cancel the contract.
       
   2. Payment terms for the agreed purchase price will be by COD, wire transfer, or other cash equivalents agreed to by eeParts in advance of shipment. eeParts’ posted prices do not include any taxes, freight, handling, duty (for export or otherwise), or other similar charges, payment of which will be solely your responsibility. You will pay any applicable sales and use taxes relating to the purchase transaction or provide a valid sales tax exemption certificate. eeParts reserves the right to modify terms prior to shipment or delay or cancel any shipment or order by reason of your credit worthiness or failure to fulfill any obligation when due.
       
   3. The Buyer may select the carrier for shipment of the parts. eeParts’ responsibility for any loss or damage ends, and title passes, when eeParts delivers the parts to the carrier. Freight charges will be calculated on the basis of standard carrier tariffs and may not reflect the actual transportation costs.
   
    
7. Returns. You may return eeParts any parts you purchased which are found to be either nonconforming or nonfunctional, provided that (i) you submit a Return Material Authorization (“RMA”) form (which is available on the Website) within five (5) business days of the date the parts are delivered to you, and (ii) the returned parts are in the same condition and original packaging that they were shipped to you. eeParts’ decision regarding the condition of the returned Parts will be final. eeParts will have no responsibility for any return sent without an RMA number and shipment will be refused. If the purchased Parts are properly returned, the purchase price will be refunded in the same form in which payment was tendered. If you do not return the Parts in accordance with this Section 7, you will be deemed to have accepted the Parts.
    
8. Fees and Taxes. No fees are required to become a Buyer. In the absence of a valid tax ID number and a signed tax resale certificate before shipment, sales tax will be added to the invoice.
    
9. Hours of Operation. eeParts will use commercially reasonable efforts to cause the Exchange to be operational twenty-four (24) hours a day, seven (7) days a week, and three hundred sixty-five (365) days per year subject to periodic interruptions for maintenance and other conditions beyond the reasonable control of eeParts.
    
10. Liability Limitations.
     
    1. You acknowledge that eeParts acts as a facilitator with respect to the sale and purchase of Parts using the Exchange. Accordingly, eeParts shall not be liable for the failure of any Parts, bought or sold using the Exchange, to meet specifications, or for the breach or alleged breach of any warranty given or made by the Seller in respect of any Parts offered, sold, or otherwise transferred using the Exchange, or for failure of any Member to make delivery. As a condition of membership in the Exchange, you agree to look solely to the other Members involved in a particular transaction for damages or liabilities incurred as a result of failure to meet specifications or a result of the breach or alleged breach of any warranty or for any failure to make delivery.
        
    2. You understand that, except for information, products or services clearly identified as being supplied by eeParts, eeParts does not operate, control or endorse any information, products or services on this Exchange in any way. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE EXCHANGE AND ANY SERVICES CONTAINED THEREIN.
        
    3. IN NO EVENT SHALL EEPARTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, OR UNDER ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE, COMMUNICATION OR TRANSMISSION OF THIS INFORMATION. THE INFORMATION INCLUDED IN THIS WEBSITE COULD INCLUDE TECHNICAL OR OTHER INACCURACIES OR TYPOGRAPHICAL ERRORS. If you are dissatisfied with the Exchange or with any terms, conditions, rules, policies, guidelines or practices of eeParts in operating the Exchange, your sole remedy is to discontinue using the Exchange. All actions arising under this Agreement shall be brought within six (6) months after the initiation of the transaction from which such claim is alleged to arise.
    
     
11. Warranty Disclaimer. THIS EXCHANGE IS PROVIDED ON AN " AS IS " BASIS WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE. EEPARTS ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THIS WEBSITE OR ANY OTHER WEBSITE WHICH MAY BE REFERENCED OR LINKED TO THIS WEBSITE.
     
12. Indemnification. As a condition of membership in the Exchange, you agree to indemnify, hold harmless and defend eeParts against any and all claims, liabilities, and damages arising out of or related to your use of the Exchange. You acknowledge that the remedy of rejection during the inspection period set forth in Section 7 above is your exclusive remedy for failure of purchased Parts to meet specifications or for breach, or alleged breach of the Seller’s warranties. To the extent allowed by law, you waive all other remedies against eeParts, including, without limitation, any right given by statutory or common law or by any contract, including any refund rights which such member may now or hereafter have pursuant to any agreement with the issuer of any credit card used to purchase or pay for all or any part of any purchased Parts.
     
13. Community Integrity. One of the ways in which eeParts maintains integrity throughout the Exchange is through anonymity on the part of both the Buyer and Seller. We encourage each member to review our Privacy Policy and our Security Policy listed on the Exchange. Your participation in on-line communications occurs in real time and is not edited, censored, or otherwise controlled by eeParts. eeParts cannot and does not screen all content provided by users of the Website. Notwithstanding the foregoing, eeParts reserves the right to monitor content on the Website and to remove content which eeParts in its sole discretion, determines to be harmful, offensive, or otherwise in violation of these policies of operation. In order to maintain an informative and valuable service that meets the needs of the users of the Website and avoids the harm that can result from the dissemination of statements that are false, malicious, violate the rights of others, or otherwise harmful, it is necessary to e stablish the following rules to protect against abuse:
     
    While using the Website you may not:
     
    1. post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, pornographic, profane or otherwise objectionable information of any kind, including without limitation any transmission constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law;
        
    2. post or transmit any message which discloses private or personal matters concerning any person;
        
    3. post or transmit any information, file or software that contains a virus, cancel bolt, worm, Trojan Horse or any other contaminating or destructive features;
        
    4. post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion;
        
    5. interfere, in any way, with other users of the Website;
        
    6. post or transmit charity requests, petitions for signatures, chain letters or letters relating to pyramid schemes; or
        
    7. post , list or transmit articles, which are off topic according to the description of the group affected.
    
     
14. Other.
     
    1. Actions to enforce this Agreement shall be brought in a court of competent jurisdiction located in Dallas County, Texas. You submit to the jurisdiction of such court, agree to the service of summons by mail in the same manner as notices may be served hereunder, and TO THE EXTENT ALLOWED BY LAW, WAIVES THE RIGHT TO TRIAL BY JURY IN ANY SUCH ACTION.
        
    2. This Agreement shall be governed and interpreted in accordance with the laws of the State of Texas, USA, without regard to its law or conflicts of law.
        
    3. All notices, disclosures, or other communications which are required or permitted under this Agreement shall be in writing and shall be delivered in person, by facsimile, by email using a registered receipt function, or sent by U.S. registered or certified mail, postage prepaid.
        
       Notices to eeParts shall be sent to: 1150 Hayden Drive, Suite 100 Carrollton, TX 75006
        
       Notices to any member shall be sent to the address for such member currently shown on the records of eeParts.
        
       Notice delivered personally shall be deemed received upon delivery. Notice delivered by facsimile shall be deemed received upon delivery, provided that the original copy of such notice, properly executed by sender (if required) shall be sent by U.S. Mail, postage prepaid, and received by the addressee within three (3) business days after delivery of the facsimile copy. Notice sent by email shall be deemed received upon the date stamp contained in the registered return email. Notice delivered by registered or certified mail shall be deemed received on the third (3rd) business day after posting.
        
       Any Member may change the address to which notices for such Member may be sent by written notice to eeParts setting forth the new address to which notices to such member may be sent.
        
       
    4. This Agreement accompanied by the Credit Application and Agreement (when required) constitutes the entire agreement between the parties hereto concerning the subject matter of this Agreement. There are no conditions, agreements, representations, understandings, or warranties, expressed or implied, which are not specified herein. This document may be amended by the mutual consent of both parties. An amendment is required in writing and executed by authorized representatives of eeParts and Buyer.