TERMS AND CONDITIONS
Standard Sales Contract Terms and Conditions
- 1. Payment:
(a) Checks are accepted subject to collection and the date of collection shall be deemed the date of payment. Any check received from Buyer may be applied by Seller against any obligation owing by Buyer to Seller, under this or any other contract, regardless of any statement appearing on or referring to such check, without discharging Buyer’s liability for any additional amounts owing by Buyer to Seller, and the acceptance by Seller of such check shall not constitute a waiver of Seller’s right to pursue the collection of any remaining balance.
(b) On any invoice not paid by maturity date (net thirty  days), Buyer shall pay interest from maturity date of payment at the annual percentage rate of 18% (or such lower rate as may be maximum allowable by law), together with Seller’s cost of collection (including reasonable attorneys’ fees).
(c) Buyer agrees to pay entire net amount of each invoice rendered by Seller pursuant to the terms of each such invoice without offset or deduction.
(d) Prices for any undelivered Products may be increased by Seller in the event of any increase in seller’s cost of supplies, raw materials, labor or services, or any increase in Seller’s cost resulting from government action or any other cause beyond seller’s control.
- 2. Credit:
Seller may in its sole discretion, at any time, or from time to time, change the terms of buyer’s credit, require payment in cash before shipment of any or all of the product specified herein, and/or require anticipated payment of any or all amounts due or to become due under this contract. If Seller believes in good faith that Buyer’s ability to make the payments called for by this contract is or may be impaired, Seller may cancel this contract or any remaining balance thereof, buyer remaining liable to pay for any products already shipped.
- 3. Deliveries/Title:
(a) Subject to Seller’s right to stoppage in transit, delivery of the Products to a carrier shall constitute delivery to Buyer, and risk of loss shall thereupon pass to Buyer, however, title shall remain in Seller until Buyer makes payment in full under the contract. Products invoiced and held by the seller for any reason shall be at buyers risk and expense. Delivery route shall be election of Seller unless specifically designated by Buyer.
(b) Delivery of any installment of Products within 30 days after the date specified shall constitute a timely delivery. Thereafter, delivery shall be deemed timely unless Seller has received written notice of cancellation prior to shipment. Delay in delivery of one installment shall entitle Buyer to cancel that installment only.
(c) Should delivery of all or any part of the Products specified herein (or any other obligation of Seller) be delayed by events beyond Seller’s control, Seller’s time of performance shall be extended by the period of the delay, or Seller may, at its option cancel this contract without liability, Buyer remaining liable for shipments already made.
- 4. Orders:
(a) Each order for a product is subject to acceptance in writing by Seller.
(b) Orders may not be canceled or rescheduled after delivery by Seller to the carrier. In the event of allocation of Products, orders that are accepted by Seller will be accepted using a fair schedule method.
(c) Special orders – Special orders for items not normally stocked (any item that is not available as part of a standard system configuration or individual item available on the online storefront) are non-cancel-able and non-returnable.
(d) Return of merchandise – Purchased components are subject to a 15% restocking fee and will only be accepted in sealed original packaging. Custom ordered systems and product assemblies are only cancellable within 48 hours from time of order placement and will be subject to a 50% restocking fee after the period of cancellation. All returns must be authorized in advance and in writing by the Seller. Seller is not liable for merchandise returned without prior written authorization.
(e) Licensed Software – No returns will be accepted on licensed software products.
- 5. Seller’s Limited Warranty and Limitation of Liabilities:
Seller warrants to Buyer that the Products will conform to the applicable manufacturer’s specifications for such Products and that any value-added work performed by Seller on any such products will conform to applicable Buyer’s specifications relating to such work. Seller makes no other warranty, express or implied, with respect to the Products. IN PARTICULAR, SELLER MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. Seller will transfer to the Buyer whatever transferable warranties and indemnities Seller receives from the manufacturer of the products. With respect to Products which do not meet applicable manufacturer’s specifications and with respect to value-added work by Seller which does not meet applicable Buyer’s specifications, Seller’s liability is limited (at Seller’s election) to (1) refund of Buyer’s purchase price for such Products (without interest), (2) repair of Products, or (3) replacement of such Products, provided, however, that such products must be returned to Seller, along with acceptable evidence of purchase within twenty (20) days from date of delivery, transportation charges prepaid. BUYER SHALL NOT IN ANY EVENT BE ENTITLED TO, AND SELLER SHALL NOT BE LIABLE FOR, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, WITHOUT BEING LIMITED TO, LOSS OF PROFIT, LOSS OF DATA, LOSS OF USE, PROMOTIONAL, OR MANUFACTURING EXPENSES, OVERHEAD, INJURY OF REPUTATION, OR LOSS OF CUSTOMERS. BUYER’S RECOVERY FROM SELLER FOR ANY CLAIM SHALL NOT EXCEED BUYERS PURCHASE PRICE FOR THE PRODUCTS IRRESPECTIVE OF THE NATURE OF THE CLAIM, WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE.
- 6. Use of Products in Life Support or Nuclear Applications:
Products sold by the seller are not designed for use in life support or nuclear applications. Seller’s customers using or selling Products for use in life support or nuclear applications do so at their own risk, agree that Seller and the Manufacturer of Products are not liable, in whole or in part, for any claim or damage arising from such use, and agree to fully indemnify Seller and Manufacturer from and against any and all damages, loss, cost, expense or liability arising out of or in connection with the use or performance of Products in life support or nuclear applications.
- 7. Claims:
(a) Buyer is deemed to have accepted the Products unless notice of rejection is given within a reasonable time, which is agreed to be within seven (7) days after receipt. Buyer waives any right to revoke acceptance thereafter.
(b) Claims of late delivery are barred unless made prior to receipt of Products and receipt of any Products shall constitute a waiver of any claim that they were delivered late.
(c) No return of Products will be accepted by seller without a return material authorization (RMA) in writing, which will be issued by seller’s sole discretion. Return Products must be in original shipping cartons, and must be complete with all packing materials. All Products for return must be freight prepaid. Defective software will be replaced, but no returns will be accepted on licensed software products. Notice of defective Products must be made within seven (7) calendar days of receipt. A complete description regarding the nature of the defect must be included with all returned Products. All Items not eligible for credit will be returned to Buyer, transportation collect.
- 8. Taxes/Freight:
Unless otherwise agreed in writing, the amount of all transportation charges from Seller’s location and all taxes or other charges now or hereon imposed by any government authority upon the sale, purchase, resale, delivery, manufacture, production or possession of the Products specified herein, which may be paid by Seller or for which Seller may be liable, shall be paid to Seller by Buyer in addition to the purchase price of the Products.
- 9. Advice:
If technical advice is offered or given in connection with the use of any Product it will be as an accommodation to the Buyer and Seller shall have no responsibilities or liabilities whatsoever for the content of the use of such advice.
- 10. Installation/Training:
Buyer acknowledges that no installation, training or education is contracted for or purchased under the terms of this contract unless specifically agreed to in writing. In the event that buyer receives training from Seller on any product, Buyer acknowledges that such training may not ensure total operational competence for the products sold, and that it is the Buyers responsibility to correctly operate the Product.
- 11. Software:
Computer software, if any, is transferred by Seller to Buyer pursuant to a applicable commercial licenses. All royalties, fees, and terms and conditions of which are set forth on or in the container which such software is packaged will apply.
- 12. General:
(a) This contract contains the entire agreement between the parties and supersedes any prior or contemporaneous oral or written agreements or communications between them relating to the subject matter hereof.
(b) This contract may not be assigned, modified, or canceled without seller’s prior written consent, and any attempt to assign, modify, or cancel this contract without such consent shall be held void.
(c) No delay or omission to exercise any right, power, or remedy accruing to Seller upon breach or default by Buyer under this contract shall impair any such right, power, or remedy by Seller, or shall be construed as a waiver of any such breach or default. All waivers must be in writing.
(d) In the event of any of the provisions hereof, for any reason, being held void or unenforceable, the remaining provisions shall remain in full force and effect and shall prevail.
(e) Any provisions of this contract prohibited by law of any state shall, in said state, be ineffective to the extent of such prohibition without invalidating the remaining provisions of this contract.
(f) This contract shall be governed by and construed in accordance with the laws of the State of Colorado, excluding Colorado law pertaining to conflicts of law.
- 13. Definitions:
(a) In this Article unless the context otherwise states
(i) “Buyer” means the person or party that buys or contracts to buy goods.
(ii) “Seller” means the person or party that sells or contracts to sell goods.
(iii) “Products” means all things that are eligible at the time of identification to a contract for sale. The term includes future goods, specially manufactured goods, and other identified things purchased or contracted by the Buyer.
(iv) “Carrier” means the contracted shipping company, selected by the Seller at time of shipment.
Certificate of Conformance and Traceability
Seller hereby certifies that the equipment contained in this shipment, either in part or in whole, operates in accordance with the manufacturer’s specifications detailed in conformance documentation. Results of all substantiating tests and other evidence supporting such documentation are either on file with Seller or will be requested from the Manufacturer of the Products at the request of the Buyer.