Terms and Conditions of Sale
This sale is subject to the terms and conditions stated herein and on the face hereof, which are in lieu of and replace any and all terms and conditions set forth in any documents issued by the customer, including without limitation, any purchase orders and any specifications. In case of conflict between the terms and conditions stated here and those on the face hereof, those on the face hereof shall control. Any additional, different, or conflicting terms and conditions on such document issued by customer at any time are hereby objected to by seller, shall be wholly inapplicable to any sale made hereunder and shall not be binding in any way on seller. No waiver or amendment to these terms and conditions shall be binding on seller unless made in a writing expressly stating that it is such a waiver or amendment and signed by seller.
Definitions: “Software” shall mean such software program provided by the seller in machine readable object, printed, or interpreted form; “product” or “products” shall mean any configuration of hardware and software, including documentation, sold or licensed by seller.
Acceptance: All orders of Products placed by customer with seller shall be subject to acceptance by seller at its principal place of business. Acceptance by customer of Products shipped by seller shall constitute acceptance of these terms and conditions.
Payment: Customer shall pay seller for all chargers listed on seller’s invoice, including all shipping and handling charges. Unless otherwise stated on the face hereof, all payments shall be due upon receipt of invoice. On any amounts not paid when due, customer agrees to pay interest at the rate of 1‑1/2% per month (18% per year or, if such rate is in excess of the rate allowed by law, then customer agrees to pay the highest rate allowed by law. In addition, customer agrees to pay all costs of collection, including costs of litigation and reasonable attorney’s fees. Seller reserves a purchase money security interest in the Products sold to customer, and in proceeds thereof, until payment is made in full by customer.
Taxes: Unless otherwise stated on the face hereof, stated prices do not include any customs duties, sales, use, value added, excise, federal, state, local or other similar taxes. All such duties or taxes shall be paid by customer, or, in lieu thereof, customer shall provide seller with an appropriate tax exemption certificate.
Warranty: Unless otherwise explicitly agreed to in writing by seller, seller makes no warranties, expressed or implied, including, but not limited to any implied warranties of merchantability or fitness for particular purpose other than as follows:
- Any warrantee offered is by the manufacturer of the equipment and not by the Seller. Any issues or defects that arise must be taken up with the manufacturer of the equipment.
- Seller warrants that the labor for installation of parts covered by section A (above) (but not the software) included in the new product sold by seller will be free from defects in workmanship for thirty (30) days from the date of shipment or installation by seller.
- On Software, seller makes no warranty whatsoever and all Software is sold “as is” and “with all faults.” Seller will load operating Software purchase to default settings only, the system will be tested for compatibility.
Any claim against seller pursuant to sections A‑C hereof must be made within the applicable warranty period and seller has no liability thereafter. Seller has the option, if it determines that a defect exists in material or workmanship, to repair or replace any defective part, or issue a credit or refund to customer. All warranties cover only defects arising under normal use and do not include malfunctions or failure resulting form misuse, abuse, neglect, alteration, problems with electrical power, usage not in accordance with product instruction, acts of nature or improper installation, or repairs made by anyone other than seller, seller‑qualified third‑party service providers, or customer with the assistance of seller technical support. Seller may repair or replace parts with functionally equivalent new or reconditioned parts. Any parts replaced by seller shall become the property of seller. All warranties granted herein are to the initial customer end‑user and are non‑transferable.
Seller is not responsible for damage or repair of the system due to components incorporated into the system that were not purchased from the seller. Seller may refuse to provide technical support if foreign components have been incorporated into the system.
Customer is responsible for backing up customer’s hard drive prior to forwarding same for repair or replacement. Seller will not be responsible for data lost on customer’s hard drive during the course of shipment, repair or replacement.
Returns or adjustments: No Product may be returned by customer for any reason without the prior approval of seller. All returns shall be delivered or shipped with transportation prepaid to seller’s facility in the original packaging or equivalent, together with a dated proof of purchase (including invoice) and a returned material authorization (RMA) number. Customer will be responsible for all shipping charges and shall assume all risk of loss or damage to Product while in transit to seller. If customer returns Product to seller (1) without prior authorization from seller, (2) beyond the period prescribed by seller for such return, (3) without an RMA number noted on the outside of the container, or (4) without proper packaging, seller retains the right to either refuse delivery of such return or charge customer a re‑stocking fee of 20%, or more depending on the circumstances, of the price paid by customer for such Product. In all cases, the return by seller to customer of money due to the return by customer of Product will not include the return of shipping and handling charges. Customer shall not resell components purchased from seller, or remove components from Product for resale, except upon express prior written authorization of seller.
Force majeure: Seller shall not be liable for any delay in performance directly or indirectly caused by or result from acts of God, fire, flood, accident, riot, war, government intervention, embargoes, strikes, labor difficulties, equipment failure, late deliveries by suppliers or other difficulties which are beyond the control, and without the fault or negligence, of seller. Quantities are subject to availability.
Limitation of liability: In no event shall seller be liable for any indirect, special incidental or consequential damage resulting from seller’s performance of failure to perform under this sale, or from the furnishing, performance or use of any goods or service sold pursuant hereto, whether due to a breach of contract, breach of warranty, the negligence of seller, or otherwise.
No warranty against patent infringement: Customer expressly understand and agrees that seller does not warrant that the product is free of claims of patent infringement by an third party. Seller hereby disclaims any such warranty or indemnification against patent infringement.
Substitutions and modifications: Seller reserves the right to substitute or change materials, parts, Product specification or functional attributes at any time without notice.
Software Copyright: Any Software included in this sale is protected by copyright law and international treaty provision. By purchasing Product with Software, you are granted a license to use the software on such Product in which the Software is installed. You may transfer your license to use the Software only if you also transfer ownership of the computer, require the purchasing party to abide by the terms of the license agreement and destroy all backup and archival copies.
Governing Law: This agreement is governed by the law of the State of New Jersey and the county of Passaic, without regard to its conflict or choice of law prevision. Customer acknowledges and agrees that New Jersey courts have jurisdiction over this agreement and customer and that New Jersey is an appropriate place for venue of any litigation,
Assignment: Customer may not assign its rights or obligation hereunder without the express prior written consent of seller. Title to Product passes from seller to customers from seller facility for C.O.D.. and credit card orders.
Title: Title to product passes from seller to customer upon shipment from seller’s facility, except for net terms shipments.
Entire Agreement: These terms and conditions, including those on the face hereof, constitute the entire agreement with regard to this sale and expressly supersede and replace any prior or contemporaneous agreement, whether written or oral, relating to said sale, including any terms and conditions on any of customers documents or purchase orders. This agreement shall be binding upon the heirs, successors and assigns of the parties hereto. If any provision of this agreement shall be held to be invalid or unenforceable, the remainder of this agreement shall remain in full force and effect.