Electronic components suppliers

Members:

Membership Agreement

This Membership Agreement, the Rules of Membership and the Online Terms and Conditions of Trading together constitute a written agreement by and between the Member and Electroniccomponents.uk.com,. By using the Platform, the Member accepts and agrees to be legally bound by this Membership Agreement, the Rules of Membership and the Online Terms and Conditions of Trading. All references to this Agreement include the Rules of Membership and the Online Terms and Conditions of Trading

1. Obligations of the Member. The Member agrees to do the following:

1. Comply with this Agreement.
2. Deal fairly, legally, honestly and in good faith in all transactions with Electroniccomponents.uk.com and in all Transactions with other Members.
3. If and when so directed by Electroniccomponents.uk.com, stop using the Platform.
4. Keep up to date the information about the Member in My Account.
5. Refrain from disclosing or allowing access to the Member's password to any other party.

1. Representations and Warranties of the Member. The Member represents and warrants to Electroniccomponents.uk.com throughout the term of this Agreement that (a) all the information provided by the Member in the Application for Membership and in My Account was and is accurate and not misleading and (b) the Member has the authority on behalf of such Member to enter into, and legally bind such Member to, this Agreement. The Member has acquired and shall maintain during the term of membership the necessary computer hardware, software and telecommunications service required to establish suitable access to the Internet, including an appropriate electronic mail account capable of being utilized as contemplated by this Membership Agreement.
2. Intellectual Property. The Member acknowledges and agrees that, as between the Member and Electroniccomponents.uk.com (a) unless otherwise expressly stated by Electroniccomponents.uk.com in writing, all Intellectual Property related to the Platform (including without limitation, the Databases, the Data and all portions thereof) is owned solely by Electroniccomponents.uk.com or its affiliates and that the Member will use such Intellectual Property only in connection with the Member's use of the Platform in strict compliance with this Agreement, (b) the Member does have not and will not acquire through the use of the Platform any proprietary or ownership right to or interest in such Intellectual Property (including without limitation, the Databases, the Data and all portions thereof), and (c) the Member will not do, or aid or cause any other Person to do, anything to infringe, violate or impair www.electroniccomponents.uk.com rights in such Intellectual Property (including without limitation, the Databases, the Data and all portions thereof). The Member acknowledges that these items may be protected by United Kingdom and international copyright and other intellectual property laws and that such Member shall obtain no rights or title to same, except as expressly granted herein. The Member shall treat these items as Confidential Information.
3. Member's Name. The Member agrees that the Platform may use the Member's name in connection with the functions of the Platform for the purposes described in this Agreement. The Member's name and other information regarding the Member shall be collected, used, and processed by the Platform in a manner consistent with the Platform's Privacy Policy.
4. Term and Termination. This Agreement shall become effective when the Member first accesses the Platform and shall continue until terminated. The Member agrees that Electroniccomponents.uk.com may terminate this Agreement at any time and for any reason or no reason upon notice to the Member and that the Member will stop using the Platform immediately upon such notice. The Member may terminate this Agreement by sending a notice of termination to Electroniccomponents.uk.com, and such termination will become effective immediately upon receipt of such notice by www.electroniccomponents.uk.com. Except as otherwise expressly agreed to in writing by the parties, upon termination, the Member shall (a) discontinue all use of the Platform, the Databases, the Data and all portions thereof; (b) return the Databases and/or the Data on physical media, if applicable, and any items related thereto (e.g., documentation), unless Electroniccomponents.uk.com requests that such items be destroyed; (c) purge all copies (backup or otherwise) of the Databases, the Data, and any portions thereof (including Documentation) from a Member's system; and (d) provide written certification to Electroniccomponents.uk.com that the Platform, Databases, Data and related Documentation have been returned or destroyed.
5. Disclaimers. The Member understands and agrees that:

1. Neither Electroniccomponents.uk.com nor its third party providers has any duty or obligation whatsoever to the Member under this Agreement, except as provided hereunder or as specified in the Privacy Policy.
2. Neither Electroniccomponents.uk.com nor its third party providers makes any representations or warranties regarding the quality, accuracy, reliability, usability, results, or any other characteristic, including, but not limited to, the performance, security, capability, currentness or profitability related to a Member's use of the Platform, the Databases and/or the Data. Neither Electroniccomponents.uk.com nor its third party providers makes any representation or warranty that the Platform, Databases, and/or the Data will meet a Member's requirements or that such Member's access to same will be uninterrupted or error-free.
3. The Member assumes total liability, risk and responsibility for its use of the Platform, the Databases and/or the Data and for Transactions in which the Member engages, including liability for Taxes assessed in connection with such use and such Transactions.
4. Electroniccomponents.uk.com and/or its third party provider are not and will not be liable or responsible for (i) any lost, stolen, late, corrupted, misdirected, failed, inaccurate, incomplete or delayed transmissions of data, information or materials on or through the Platform or (ii) any inability to enter, correct or cancel any postings on or to the Platform, whatever the cause of or reason for any of the foregoing.
5. Electroniccomponents.uk.com does not control, and has no obligation, liability or responsibility to the Member or any third party for, any information or data transmitted by any Member or any Person to or through the Platform.
6. Electroniccomponents.uk.com is not and will not be liable or responsible to the Member or any other Person for any failure by or inability of a Member to consummate or comply with the terms of a Transaction or for any failure by or inability of a Member to comply with this Agreement.
7. The Member is solely responsible for the performance and condition of, and is solely responsible for any damage to or loss of, its hardware, software and network systems and its connection to and ability to access the Internet and use the Platform, the Databases and/or the Data.
8. Electroniccomponents.uk.com does not warrant the availability of any connection to or transmission to or through, or the security of, the Platform or any network connection, hosting services, telecommunication services, power supply, or other facilities or services provided or used in connection with the Platform.
9. Neither Electroniccomponents.uk.com nor its third party providers make any warranties, express or implied, that Electroniccomponents.uk.com, the Platform, the Databases, and/or the Data will be in compliance with any applicable laws, regulations, rules, ordinances or other governmental requirements, including, but not limited to, export, import or trade control laws and laws relating to the shipment or transit of items purchased or sold through the use of the Platform, whether in the state or country where the Member is located, from which the Member accesses or uses the Platform, or any other jurisdiction.
10. The Member is solely responsible for compliance with, and agrees to comply with, all laws, regulations, rules, ordinances or other governmental requirements applicable to the Member, including, but not limited to, export, import or trade control laws and laws relating to the shipment or transit of items purchased or sold through the use of the Platform.
11. The Platform the databases the data and all related services provided by www.electroniccomponents.uk.com and or its third party providers are provided on an “as is” basis without warranties of any kind either express or implied including but not limited to the implied warranties of merchantability or fitness for a particular purpose or non-infringement.
12. Electroniccomponents.uk.com is not responsible for, provides no representations, warranties or guarantees with respect to, and will not be held liable in any way for any content, information or material on any third party website, including without limitation, any third party website accessible by a link in the Platform.
13. Electroniccomponents.uk.com may present on any website associated with the Platform the content, information or materials of others (such as market information, news, or other materials of general interest to Members). Electroniccomponents.uk.com shall not be responsible for the accuracy or adequacy of any of such content, information or materials; any reliance by any Member on such materials shall be solely the responsibility of such Member.

1. Limitation of www.electroniccomponents.uk.com

The Member understands and agrees that to the fullest extent to which Liability may be excluded or avoided neither www.electroniccomponents.uk.com nor its third party providers will have any liability whether in contract or tort or otherwise for any losses costs or damages (including without limitation lost revenues or profits loss of business and/or loss of data) and in no event will www.electroniccomponents.uk.com or its third party providers be liable to the member for any direct indirect incidental special punitive expectancy or consequential damages even if they are forseen or foreseeable arising or resulting from or related to this agreement the platform  the databases the data or the members use of the platform the databases and or the data including with respect to the formation and performance of transactions. The member understands and agrees that the members sole remedy for any dissatisfaction with www.electroniccomponents.uk.com and or its third party providers the platform the databases and or the data is to terminate this agreement and discontinue the members use of the platform the databases and or the data.

1. Limited License. Except as otherwise expressly agreed to in writing by the parties, during the term of this Agreement and subject to any payment terms, if applicable, the Member shall have a limited, revocable, non-exclusive, non-transferable, nonsublicensable, license to use the Platform solely (i) to conduct Transactions for such Member's own benefit, (ii) to access the Databases and the Data for such Member's own benefit, and (iii) for such other purposes authorized by Electroniccomponents.uk.com and in compliance with this Agreement. No license is granted to any Member hereunder to any trademark, logo or other indicia of origin owned by Electroniccomponents.uk.com, its affiliates and/or its third party providers. Except as otherwise provided in this Agreement, nothing in this Agreement shall operate to assign, license or transfer any Intellectual Property rights or any other rights or interests from Electroniccomponents.uk.com to a Member. Electroniccomponents.uk.com hereby reserves all rights owned or licensable by Electroniccomponents.uk.com that are not expressly granted herein to a Member. There are no licenses by implication under this Agreement. A Member shall not: (i) market, sell or distribute the Databases or the Data, (ii) make the Databases and/or the Data available to any other individuals, (iii) download, use, archive, publish, transmit, translate, reverse engineer, decompile, disassemble or created derivative works based on the Platform, the Databases, and/or the Data, (iv) copy the Platform, the Databases, and/or the Data, (v) rent, lease, grant a security interest in or otherwise transfer or attempt to transfer any rights in or to the Platform, the Databases, and/or the Data, or (vi) remove or deface any legends, restrictions, product identification, copyright, trademark, or other proprietary notices from the Platform, the Databases or any related documentation. A Member shall not disseminate, distribute or publish the Databases over a computer network, such as a local area network (LAN), wide area network (WAN) or any other network, unless otherwise agreed to by the parties and such Member has paid the appropriate fees, if applicable.
2. Entire Agreement and Revisions. The Member understands and agrees that this Agreement constitutes the entire agreement between the Member and Electroniccomponents.uk.com regarding the Platform, the Databases and/or the Data and together supersedes and replaces any and all prior agreements between the Member and Electroniccomponents.uk.com regarding the Platform, the Databases and/or the Data and related or similar services provided by Electroniccomponents.uk.com. The Member agrees that Electroniccomponents.uk.com may revise, change, amend, modify and supplement this Agreement by (a) making such revisions, changes, amendments, modifications and supplements to the form of each such document as it is accessible by links from the Platform and (b) posting a notice on the Platform. The Member understands and agrees that by accessing and using the Platform after Electroniccomponents.uk.com posts such a notice, the Member agrees to be bound by each such revision, change, amendment, modification and supplement, and that if the Member does not so agree and does not want to be so bound, the Member's sole recourse will be to terminate this Agreement and discontinue the Member's use of the Platform, the Databases and/or the Data.
3. Changes to the Platform. Electroniccomponents.uk.com reserves the right to change the content, presentation, format, performance, facilities and availability of all or any part of the Platform, the Databases, and/or the Data at any time at the sole discretion of www.electroniccomponents.uk.com. www.electroniccomponents.uk.com reserves the right to supplement the Platform, the Databases and or the Data with additional services, the terms and conditions of use of which will be posted on the Platform at the time such additional services are available. The Member understands and agrees that, by accessing and using any such additional services, the Member agrees to be bound by such terms and conditions.
4. No Partnership or Similar Relationship. The Member agrees that nothing in this Agreement creates or constitutes, or will be deemed to create or constitute, a partnership, joint venture, agency relationship or other similar relationship between Electroniccomponents.uk.com and the Member.
5. Confidential Information. The Free Trade Zone, including without limitation, the Platform, Data and the Databases are Confidential Information of Electroniccomponents.uk.com. The Member understands and agrees that the Member will not, without the prior written consent of the supplier or provider of any Confidential Information, copy, re-circulate, publish, broadcast, distribute, retransmit, or reproduce all or any part of the Confidential Information obtained or received by the Member through the use of the Platform, except that the Member may reproduce such Confidential Information strictly for such Member's own internal use.
6. Indemnification and Waiver. The Member agrees to indemnify, defend, and hold harmless Electroniccomponents.uk.com, its affiliates and their respective officers, directors, employees, agents and representatives from and against all losses, damages, injuries, liabilities, claims, demands and expenses, including reasonable attorneys' fees and legal costs, arising out of or relating to a Member's use of the Platform, including without limitation, a breach or violation of, or a failure by or inability of the Member to perform, the terms of any Transaction or any provision of this Agreement. The Member hereby waives, and hereby releases Electroniccomponents.uk.com, its affiliates and their respective officers, directors, employees, agents and representatives from, any and all claims and causes of action against Electroniccomponents.uk.com relating to or based on or arising out of any Transaction, any use of the Platform, the Databases, the Data or this Agreement.
7. Notices. The Member agrees that any notice Electroniccomponents.uk.com provides to the Member under this Agreement will be deemed to have been provided when Electroniccomponents.uk.com sends an email containing such notice to the Member at the email address provided by the Member in My Account, or to such other email address of which the Member has notified Electroniccomponents.uk.com. Any notice the Member provides to Electroniccomponents.uk.com under this Agreement will be deemed to have been provided upon receipt by Electroniccomponents.uk.com of an email at memberservices@electroniccomponents.uk.com containing or regarding such notice.
8. Severability. If any term or provision of this Agreement is deemed or held to be illegal or unenforceable, all other terms and provisions of this Agreement will continue in full force and effect.
9. No Waiver. A failure or delay by Electroniccomponents.uk.com in enforcing any of its rights and remedies under this Agreement is not and will not be deemed to be a waiver of such rights and remedies.
10. Survival of Provisions. All disclaimers, indemnification and confidentiality obligations, obligations following termination and limitations on www.electroniccomponents.uk.com and/or its third party providers' liability contained in this Agreement will survive the termination of this Agreement, including without limitation this paragraph 19.
11. Further Assurances. The Member agrees that it will, at the request of Electroniccomponents.uk.com, execute a copy of this Agreement printed on paper and that the Member will execute such other documents as Electroniccomponents.uk.com deems necessary or desirable to memorialize and effectuate the terms and conditions contained in this Agreement.
12. Governing Law. The Member agrees that this Agreement will be governed by English law without regard to choice of law principles and regardless of where the Member or Electroniccomponents.uk.com is physically located or where the Platform is accessed.
13. Jurisdiction. The Member agrees that it has sufficient contacts with the United Kingdom that in the event a legal action is filed relating to the Platform, Transactions, the Databases, the Data or this Agreement, the Courts of England will have jurisdiction over the dispute and over the Member and Electroniccomponents.uk.com.
14. Dispute Resolution. The Member agrees to bring to www.electroniccomponents.uk.com attention any dispute the Member may have with Electroniccomponents.uk.com regarding this Agreement, the Data, the Databases or the Platform and to cooperate in good faith with Electroniccomponents.uk.com to resolve such dispute without involving third parties or outside solicitors legal representatives or counsel. Except for any dispute related to Intellectual Property or Confidential Information, in the event of a dispute between Members or between the Member and Electroniccomponents.uk.com that cannot be so resolved, the Member agrees that the dispute will be settled and determined by final and binding arbitration pursuant to the English Statute known as The Arbitration Act (1996).
15. No Third Party Beneficiary. The Member understands and agrees that Electroniccomponents.uk.com has no obligation to enforce the provisions of a Membership Agreement against any other Member. The Member agrees that it will not assert a claim as a third party beneficiary under such provisions or seek enforcement of any such provisions against any other Member.
16. Availability. Electroniccomponents.uk.com does not guarantee the availability of the Platform, the Databases and/or the Data or that access to the Platform, the Databases and/or the Data will be uninterrupted or error-free. Electroniccomponents.uk.com reserves the right to interrupt, limit or suspend the Platform operations from time to time for purposes of maintenance, upgrades and the like. The Member agrees that Electroniccomponents.uk.com shall not be responsible or liable for any damages arising from any interruption, suspension or termination of the Platform, the Databases and/or the Data, regardless of the cause.
17. No Liability. The Member acknowledges that the Platform is provided for use, in part, to facilitate Transactions between Members and Electroniccomponents.uk.com Direct. Members shall be solely and completely responsible for the performance of any Transactions established through their use of the Platform and Electroniccomponents.uk.com shall have no liability whatsoever for the performance, in whole or in part, of any Transaction by any Member (other than Transactions to which Electroniccomponents.uk.com Direct is a party). Electroniccomponents.uk.com expressly disclaims any responsibility to assure the creditworthiness or business reputation of any Member.
18. Equitable Relief. In the event that the Member violates or breaches any of the Terms and Conditions of the Platform or the Membership Agreement, the Member acknowledges that such actions will cause irreparable injury to Electroniccomponents.uk.com and the Platform, for which they will have inadequate remedies at law and, therefore, Electroniccomponents.uk.com and the Platform shall be entitled to injunctive and other equitable relief in addition to all other remedies.
19. Force Majeure. Except for the Member's obligation to make payment hereunder, if applicable, neither party shall be in default if its delay or failure to perform any obligation hereunder is caused solely by supervening conditions beyond that party's reasonable control, including acts of God, civil commotion, strikes, labor disputes and governmental demands or requirements; provided that, to be excused from any such delay or failure to perform, such party must act diligently to remedy the cause of such delay or failure.
20. Taxes. Member shall pay all personal taxes, ad valorem taxes, sales taxes, uses taxes and other Taxes that are now or that may hereafter be imposed with respect to the Platform, the Databases and/or the Data, whether such taxes shall be payable by or billed or assessed to Electroniccomponents.uk.com or to a Member, together with any penalties and interest.