Final User Agreement

Last Revised: 05-27-2022

IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY AS THIS AGREEMENT CONTAINS IMPORTANT INFORMATION WHICH AFFECTS YOUR RIGHTS AND LIABILITIES. BY CLICKING “I AGREE” WHEN PROMPTED ON THE SITE, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND ALL OTHER AGREEMENTS WHICH CONSTITUTE ESCRONICS TERMS OF SERVICE AND SHALL INCLUDE TERMS OF USE, PRIVACY POLICY, COOKIE POLICY, AND OTHER RELEVANT AGREEMENTS. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS, PLEASE DO NOT USE THE WEBSITE AND/OR SERVICES.

The following terms and conditions shall apply to your use of and access to this website owned and operated by Escronics. This User Agreement (hereinafter referred to as “Agreement”) is entered by and between you (“You” or “you” or “User”) and Escronics (“Escronics” or “We” or “Us”). You and Escronics may individually be referred to as “Party” and, collectively, as the “Parties”. This Agreement constitutes a binding contract between Users and Escronics.

WHEREAS, Escronics has developed, owns and operates the website known as escronics.com and such other sites as Escronics may create from time to time. (“Website” or “Site”)

WHEREAS, Escronics Limited, is a private limited company incorporated under the laws of England & Wales in the United Kingdom.

WHEREAS, the Site serves as a medium to connect Sellers with the Buyers (collectively “Services”)

WHEREAS, any services provided by us through the Site shall be included in “use” of the site and shall be governed by this agreement and the Terms of Service.

NOW THEREFORE,the Parties agree as follows:

1. Accounts on Escronics

• 1.1 To use our Services, you must register an account with us. (“Account”) All users who have registered accounts with us are “Users” and others are “Visitors”. We reserve the right to accept or decline the registration, for any lawful reason, or any other reason Escronics thinks fit.
• 1.2 To register an account with us, you must:
  • a Use the Account for business purposes only.
  • b Be either a legal entity in your country or a natural person who has attained the age of majority as specified by the applicable laws and regulations.
  • c Comply with the applicable laws, rules, and regulations.
  • d Comply with any licensing, registration, or any other requirement that is essential to use our Services.
• 1.3 It is your responsibility to give us complete and accurate information and further maintain the information to make sure that the information is up-to-date and is free from any errors. Escronics reserves the right to suspend or terminate your account in case any User provides us with information that is false, incorrect, misleading or incomplete.
• 1.4 Users have the right to register one of the following accounts:
  • A. Seller Account

    You can register a Seller Account with us to use our Services. Seller Account allows the user to list and sell components over the website. You represent and warrant that you have the authority to enter into a binding contract, including Terms of Service, on behalf of yourself and the company.

  • B. Buyer Account

    You can register a Buyer Account with us to use our Services. Buyer Account allows the user to buy components that are listed by Sellers over the website. You represent and warrant that you have the authority to enter into a binding contract, including Terms of Service, on behalf of yourself and the company.

• 1.5 Each user who uses our Services must register their own account. You will be responsible for the security of your username and password. For security purposes, at our discretion, we may require you to change your password. We also reserve the right to fully cooperate with law enforcement agencies to disclose the identity of anyone posting any messages, or publishing things that are in clear violation of this User Agreement.

2. Scope of our Services

The Site is an e-commerce platform where the Sellers and Buyers can sell, buy or list Restriction of Hazardous Substances (“RoHS”) compliant electronic components for all sectors, including but not limited to, Automation, Aviation, Healthcare, OEMs and other related sectors.

3. License and Proprietary Rights

• 3.1 Subject to the terms and conditions of this Agreement, Escronics hereby grants Users a non-exclusive, non-sublicensable, non-transferable, non-assignable, worldwide and royalty-free rights and licenses to access, use and view its website. The license is only for your business use and lawful use.
• 3.2 Escronics may, in its sole discretion, make any changes to website that it deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of Escronics’s services to users, (b) such Site’s cost efficiency or performance, or (ii) to comply with applicable law.
• 3.3 You agree and acknowledge that all the contents of this website, including, all copyrights, patents, trademark, service mark, trade names and all other related intellectual property therein are owned by Escronics and are protected as per the applicable law. Any User shall not be entitled to claim any rights to the Site’s content and/or any part thereof.

4. Relationship with Escronics

We connect the Sellers selling the RoHS-compliant components with the Buyers willing to purchase such components with the help of our Site, and make and receive payments via our Site. OTHER THAN SERVICES PROVIDED BY OUR WEBSITE, YOU ARE NOT PURCHASING OR SELLING GOODS DIRECTLY FROM ESCRONICS. ALL BUYERS AND SELLERS ARE INDEPENDENT PROVIDERS, WHO WILL BE SOLELY HELD RESPONSIBLE FOR THE QUALITY, QUANTITY, DELIVERY, REFUND, AND RETURNS, AND ACCURACY OF THE SERVICES. WE ARE INDEPENDENT CONTRACTORS WITH RESPECT TO SELLERS AS WELL AS BUYERS. THIS AGREEMENT DOES NOT CONSTRUE ANY TYPE OF PARTNERSHIP, JOINT VENTURE, OR EMPLOYER-EMPLOYEE BETWEEN YOU AND ESCRONICS.

5. Relationship between Seller and Buyer

• 5.1 Any contract between Seller and Buyer is a contractual relationship between Seller and Buyer; Escronics is not a party to such contracts and under no circumstances will such contract create any relationship between User and Escronics.
• 5.2 With respect to Sale and Purchase Contract, Seller and Buyer are free to enter into any contract as they deem appropriate. Provided, such agreements shall not conflict with the Terms of Service of Escronics, including this Agreement and any other related agreement.
• 5.3 Any dispute arising between Seller and Buyer shall be resolved as per the agreement between them. In case there is no Agreement between the Seller and Buyer, the dispute shall be resolved independently. All Users and Visitors of the website acknowledge and agree that we are not obligated to provide any type of assistance in the dispute resolution process unless the law requires us to do so.

6. Escronics Subscription and Fees

A. Subscription

• 6.1 Escronics may offer a free trial subscription to Users (“Free Trial”) for a period of 30 days or any other term as Escronics may specify from time to time. Users need to register an account with Escronics in order to utilize Free Trial. In the event of cancellation of your free trial, you will not be eligible to use any unused portion of such free trial the next time you register an account with us. A free trial subscription is only available to users who have registered an account with us for the first time. Your free trial subscription term will not be extended in any case.
• 6.2 We may offer a number of subscription plans to Users. Some subscription plans may have different features and time periods. You will find specific details regarding the subscription plan when registering an account with us.
• 6.3 Unless you cancel your free trial membership prior to the end of your free trial term, we will begin charging your payment method on either a quarterly or half-yearly or yearly basis as selected by you when registering an account with us. Your subscription will begin from the date the amount is deducted from your payment method.
• 6.4 You acknowledge that Escronics will have no obligation to perform or provide any of the Services mentioned in the Agreement when any amount required to be paid by the Buyer remains due, including but not limited to, commission and any other fees.
• 6.5 Nothing in this Agreement prevents Escronics from providing the services mentioned in this agreement or any similar services to any other party.

B. Commission

• 6.6 In the case where a transaction takes place on our website, Escronics shall receive a commission of two (2) percent of total sales directly from either Seller or Buyer or as agreed between them on or before the due date, as specified in the invoice.
• 6.7 In event of cancellation of an order, Escronics shall refund the commission within thirty (30) days after the order has been cancelled.

7. Limitation of Responsibility

Please read this Section carefully as it affects your rights.

IN NO EVENT WILL ESCRONICS AND ITS SITE, AFFILIATES, OFFICERS, EMPLOYEES, PRINCIPALS, AGENTS, AND CONTRACTORS WILL BE LIABLE FOR ANY PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES INCLUDING BUT NOT LIMITED TO THE LOSS OF PROFITS OR BUSINESS OPPORTUNITY.

WE EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THOSE RELATING TO THE PRODUCT'S SUITABILITY FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. AS FAR AS IS REASONABLY POSSIBLE, ALL SUCH GUARANTEES, REPRESENTATIONS, AND CONDITIONS ARE EXCLUDED.

THERE ARE NO GUARANTEES, WARRANTIES, OR REPRESENTATIONS MADE BY ESCRONICS.COM AS TO THE ACCURACY, COMPLETENESS, OR CURRENCY OF ANY INFORMATION SUPPLIED ON OR VIA THE SITES.

THE SITE MAY PROVIDE USERS WITH ACCESS TO THIRD-PARTY SERVICES AND PRODUCTS. "AS IS'' AND "AS AVAILABLE" ARE THE ONLY TERMS AND CONDITIONS FOR THESE SERVICES AND PRODUCTS. ESCRONICS’S LIABILITY POLICY DOES NOT COVER THESE PRODUCTS OR SERVICES.

THERE WILL BE NO LIABILITY IF THE ESCRONICS IS PREVENTED FROM PROVIDING SERVICES OR FULFILLING CONTRACTS DUE TO ACTS OF NATURE, FORCES, OR CAUSES THAT ARE BEYOND ITS REASONABLE CONTROL. THIS INCLUDES BUT ISN'T LIMITED TO THE INTERNET OR OTHER EQUIPMENT FAILURES; POWER OUTAGES; STRIKES; LABOR DISPUTES.

8. Indemnity

• 8.1 Escronics and its affiliates, owners, principals, officers, employees and agents shall be referred to, collectively, as “Indemnitees.”
• 8.2 All the Users and Site Visitors of this website agree to indemnify, defend and hold indemnitees harmless from and against any and all claims, actions, demands, cost, liabilities, attorney’s fees, losses, and damages of any kind resulting from your use, misuse or abuse of our Services or any breach of any provision of this agreement.

9. Compliance of Law

It is your responsibility to ensure that any material or information you post on our site does not violate the copyright, patent, and trademark rights of any third party. When posting content or information on the Sites, each You are responsible for ensuring that any things referenced are legal to be sold, offered for sale, or otherwise distributed.

10. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN A STATEMENT OF SERVICE, ESCRONICS DOES NOT WARRANT THAT ACCESS TO THE WEBSITE, OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES ESCRONICS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. FURTHER, ESCRONICS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SERVICES PROVIDED BY THIRD PARTY TECHNOLOGY SERVICE PROVIDERS RELATING TO OR SUPPORTING A PLATFORM, INCLUDING HOSTING AND MAINTENANCE SERVICES, AND ANY CLAIM OF EMPLOYEE ARISING FROM OR RELATING TO SUCH SERVICES SHALL, AS BETWEEN ESCRONICS AND SUCH SERVICE PROVIDER, BE SOLELY AGAINST SUCH SERVICE PROVIDER. THE PLATFORMS, SOFTWARE AND SERVICES ARE PROVIDED “AS IS,” AND ESCRONICS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

11. Dispute Resolution

• 11.1 If any dispute or difference arises between any of the Parties hereto during the subsistence of this Agreement or thereafter, in connection with the validity, interpretation, implementation or alleged material breach of any provision of this Agreement or regarding any question, including the question as to whether the termination of this Agreement by any Party hereto has been legitimate, the Parties hereto shall endeavor to settle such dispute amicably. The attempt to bring about an amicable settlement is considered to have failed as soon as one of the Parties hereto, after reasonable attempts which attempt shall continue for not less than 30 (Thirty) days, gives 30 (Thirty) days’ notice thereof to the other Party in writing.
• 11.2 All disputes, differences or Claims arising out of or in connection with this Agreement including, any question regarding its existence, validity, construction, performance, termination or alleged violation which is not resolved shall be finally resolved by arbitration conducted in accordance with London Court of International Arbitration Rule (“LCIA Rules”) The Parties to the dispute shall share the costs equally or in the proportion as decided by the arbitrator/arbitral tribunal.
• 11.3 The seat or legal place for such arbitration shall be in Londonand all proceedings shall be conducted in the English language. The Parties agree that the existence of any arbitral proceedings, the claims, applications and documents filed/ processed in relation to the same, hearings, and awards made, shall be subject to the obligations of confidentiality set out in this Section.
• 11.4 The dispute shall be settled by a sole arbitrator to be appointed by the parties to the dispute. If the parties to the dispute are unable to appoint a sole arbitrator by way of mutual consent, the User shall appoint 1 (one) arbitrator, Escronics shall appoint 1 (one) arbitrator and the 2 (two) arbitrators so appointed shall be entitled to appoint the third arbitrator who will act as umpire of the arbitral tribunal. Any arbitration award by the arbitral tribunal shall be final and binding upon the Parties, shall not be subject to appeal, and shall be enforced by judgment of a court of competent jurisdiction.
• 11.5 All claims and counterclaims (including non-monetary and declaratory claims) shall, to the extent such claims or counterclaims are known at the time any arbitration is commenced, be consolidated and determined in the same arbitration proceeding. The arbitrator shall, inter alia, have the authority to award declaratory relief and consider and award specific enforcement of this Agreement.
• 11.6 Deposits to cover the costs of arbitration shall be shared equally by the parties thereto. The award rendered by the arbitrator shall, in addition to dealing with the merits of the case, fix the costs of the arbitration and decide which of the Parties thereto shall bear such costs or in what proportions such costs shall be borne by such Parties.
• 11.7 The award rendered by the arbitrator shall be final and conclusive on all Parties to this Agreement, whether or not, despite notice, such Parties have taken part in the arbitration, and shall be subject to forced execution in any court of competent jurisdiction.
• 11.8 Each Party shall co-operate in good faith to expedite (to the maximum extent practicable) the conduct of any arbitral proceedings commenced under this Agreement.
• 11.9 Nothing shall preclude either Party from seeking interim or permanent equitable or injunctive relief, or both, from the competent courts, having jurisdiction to grant relief on any disputes or differences arising from this Agreement. The pursuit of equitable or injunctive relief shall not be a waiver of the duty of the Parties to pursue any remedy (including for monetary Damages) through the arbitration described in this Section.

12. Assignability

You may not assign this Agreement without giving prior written notice to Escronics. We may, at any time, may assign this agreement hereunder without any notice to you.

13. Force Majeure

Escronics shall not be held responsible in case of any failure or delay to fulfill any provision of this Agreement if such delay or failure is caused beyond the control of us, such as, act of god, lockdown, riot, war, acts of civil or military authorities, floods, fires, explosions, accidents, or any such other acts which are beyond our control.

14. Modifications

We may amend or update this Agreement at any time without your permission. It is our sole and absolute discretion. Your continued use of this website shall be the conclusive evidence of your consent to be bound by the updated agreement.

15. Headings

Headings of this Agreement shall have no binding effect on anyone and are included only for ease of reference.

16. Interpretation

You agree that you had sufficient time and opportunity to read this user agreement and to have this agreement reviewed by a lawyer or counsel of your choice. The court or arbitrator will not construe or interpret any provisions of the agreement against any party as drafter.

17. Severability

In case any provision of this user agreement is unenforceable under the applicable law, other provisions will not be affected and shall remain enforceable in all aspects. The unenforceable provision may be modified by Escronics if the applicable law permits, to make it enforceable. We also reserve the right to remove the unenforceable provision without invalidating the remaining provisions of this user agreement.

18. Violation of the User Agreement

In case of a failure to abide by this Agreement, Escronics may suspend or terminate your account at its sole discretion.

19. Notices

Any and all notices, requests, demands, or other communications provided for hereunder, shall be given in writing by personal service, by registered or certified mail, postage prepaid, overnight delivery service, delivery charges prepaid, or by email, facsimile or other electronic means addressed to the intended recipients at the addresses set forth below or at such other addresses as the intended recipients may have designated in written notices to the other Parties hereto. A notice shall be deemed to have been received when personally served or delivered or five (5) days after being mailed, or one (1) day after being sent by email, facsimile or other electronic means.

If to Escronics:[___________________,Pune] If to You: As such address/email as you indicate while registering your account with us

20. Governing Law

The Agreement shall be governed by and constructed in accordance with the the laws of England and Wales without reference to conflict of laws principles.

If you have any questions about us, contact Us at : _____________