1. SHIPMENT AND DELIVERY
Delivery will
be made F.O.B. origin, freight paid in accordance with
Seller's standard freight policy in effect at the time
of shipment. Seller will comply with all reasonable
shipping and handling instructions received prior to
shipment. In the event Purchaser requests shipment not
in accordance with Seller's Standard Freight Policy,
Purchaser will bear the cost of all freight and
handling. Seller may charge, and Purchaser shall pay
special handling fee for my shipment less than $ 300 in
value. COD fees may also apply.
Purchaser shall examine all Products promptly upon
receipt thereof. No later than thirty (30) days after
receipt, Purchaser shall notify Seller of all claimed
shortages or damages Products or if rejection is
intended, shall specify all grounds therefore. Failure
to give such notice shall be deemed an acceptance of the
Products as the date of shipment.
2. CREDIT AND PAYMENT
TERMS
Purchaser shall furnish to
Seller all financial information reasonably requested by
Seller from time to time for the purpose of establishing
or continuing Purchaser's credit limit, it being
understood that Seller shall have the right to decline
to extend credit to Purchaser and to require that the
applicable purchase price he paid prior to shipment.
Seller shall have the right from time to time, without
notice, to change or revoke Purchaser's credit limit on
the basis of changes in Seller's credit policies or
Purchaser's financial condition and/or payment record.
Payment terms for each shipment of Products shall be
stated on Seller's invoice. A service charge of the
lesser of one and one half 'percent (1 1/2%) per month
or the maximum amount allowed by law will be charged on
all past due balances to defray Seller's costs of
carrying such balance. Credit cards (MasterCard, VISA
and Discover Card) will only be accepted at the time of
order or purchase. Payment for all other orders must be
made in accordance with the terms in effect at the time
the order was placed.
In the event Purchaser falls to make timely payment of
any amount invoiced hereunder, Seller shall have the
right, in addition to any and all other rights and
remedies available to Seller, at law or in equity, to
immediately revoke any or all credit extended, to delay
or cancel future deliveries and/or to reduce or cancel
any or all quantity discounts extended to Purchaser.
Purchaser shall pay all costs of collection, including
reasonable attorneys' fees.
Any obligation of Seller under these terms and
conditions to deliver Products on credit terms shall
terminate without notice if Purchaser files a voluntary
petition under a bankruptcy statute, or makes an
assignment for the benefit of creditors, or if an
involuntary petition under a bankruptcy statute is filed
against Purchaser, or if a receiver or trustee is
appointed to take possession of the assets of Purchaser.
3. TAXES
Purchaser shall bear applicable federal, state,
municipal, and other government taxes (such as sales,
use, etc.). Unless otherwise specified, list prices do
not include such expenses, and they will appear, if
applicable, as separate, additional items on the
invoice. Exemption certificates, valid in the place of
delivery, must be presented to Seller prior to shipment
if they are to be honored.
4. WARRANTY
Unless otherwise stated, all hardware components are
covered by a one (1) year warranty. Product warranties,
if any, are provided by the manufacturer or publisher of
the Products. Seller's sole obligation (and Purchaser's
sole remedy) in the event of breach of any warranty
shall be the repair or replacement of defective
Products.
Professional services are warranted for 30 days. Clients
are required to determine with Twin Peaks Computer
personal warranty status before any work is begun.
IN NO EVENT SHALL SELLER BE LIABLE FOR ANY
CONSEQUENTIAL, INCIDENTAL, OR EXEMPLARY DAMAGES
INCLUDING LOST PROFIT, LOSS OF DATA, OR DAMAGES OF ANY
KIND OR NATURE ALLEGED TO HAVE RESULTED FROM ANY BREACH
OF WARRANTY. SELLER DOES NOT WARRANTY THE
MERCHANTABILITY OF THE PRODUCTS OR THEIR FITNESS FOR ANY
PARTICULAR PURPOSE. SELLER MAKES NO WARRANTY, EXPRESS OR
IMPLIED, OTHER THAN THOSE SPECIFICALLY SET FORTH HEREIN.
4a. WARRANTY SERVICES
Manufacturer’s parts and labor warranties are scheduled
on the next business day. Parts and labor warranties
refer to the repair and/or replacement of defective
parts. Other services including but not limited to
troubleshooting, failure analysis, compatibility issues,
and research will be billed at the appropriate rates.
5. DEFECTIVE RETURNS
Purchaser must obtain a valid Return Material
Authorization ("RMA") number from Seller for all
returns. Subject to the manufacturer's or publisher's
warranty, requirements and restrictions, Seller may
grant Purchaser a RMA for defective Products purchased
from Seller for replacement or credit against future
purchases by Purchaser. All defective Products except
for Configured Products, mass storage and branded memory
Products must be returned to Seller within thirty (30)
days of invoice date. Defective Configured Products,
mass storage and branded memory Products must be
returned to Seller within thirty (30) days of invoice
date. Seller may return to Purchaser, at Purchaser's
expense, any Products found not to be defective. Seller
reserves the right to require Purchaser to return
defective Products directly to the Products'
manufacturer or publisher for replacement according to
the manufacturer's or publisher's defective Products
return policy.
Seller shall not be obligated to repair or replace
Products rendered defective, in whole or in put, by
causes external to the Products, including but not
limited to, catastrophe, power failure or transients,
over voltage on interface, environment extremes,
improper use, maintenance and application of the
Products or use of unauthorized parts. |
6. PATENT AND TRADEMARK
INDEMNITY
SELLER SHALL HAVE NO DUTY TO DEFEND, INDEMNIFY, AND HOLD
HARMLESS PURCHASER FROM AND AGAINST ANY OR ALL DAMAGES
AND COST INCURRED BY PURCHASER ARISING FROM THE
INFRINGEMENT OF PATENTS OR TRADEMARKS OR THE VIOLATION
OF COPYRIGHTS BY PRODUCTS.
NOT WITHSTANDING ANY OTHER TERMS OR CONDITIONS TO THE
CONTRARY, SELLER'S LIABILITY UNDER THIS SECTION SHALL
NOT EXCEED THE PURCHASE PRICE OF THE INFRINGING PRODUCT.
7. LIMITATION OF LIABILITY
SELLER SHALL NOT BE LIABLE TO PURCHASER, PURCHASER'S
CUSTOMERS, OR ANY OTHER PARTY FOR ANY LOSS, DAMAGE, OR
INJURY WHICH RESULTS FROM THE USE OR APPLICATION BY
PURCHASER, PURCHASER'S CUSTOMER, OR ANY OTHER PARTY OF,
PRODUCTS DELIVERED TO PURCHASER, UNLESS THE LOSS OR
DAMAGE RESULTS DIRECTLY FROM THE INTENTIONALLY TORTIOUS
OR FRAUDULENT ACTS OR OMISSIONS OF SELLER. IN NO EVENT
SHALL SELLER BE LIABLE TO PURCHASER OR ANY OTHER
PARTY FOR LOSS, DAMAGE, OR INJURY OF ANY KIND OR NATURE
ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND
CONDITIONS, OR ANY AGREEMENT INTO WHICH THEY ARE
INCORPORATED,
OR ANY PERFORMANCE OR NON PERFORMANCE UNDER THESE TERMS
AND CONDITIONS BY SELLER, ITS EMPLOYEES, AGENTS OR
SUBCONTRACTORS, IN EXCESS OF THE NET PURCHASE PRICE OF
THE PRODUCTS ACTUALLY DELIVERED TO AND PAID FOR BY
PURCHASER HEREUNDER. IN NO EVENT SHALL SELLER BE LIABLE
TO PURCHASER OR ANY OTHER PARTY FOR INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO
LOSS OF GOODWILL, LOSS OF ANTICIPATED PROFITS, OR OTHER
ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH
SELLER'S BREACH OF, OR FAILURE TO PERFORM IN ACCORDANCE
WITH ANY OF THESE TERMS AND CONDITIONS, OR THE
FURNISHING, INSTALLATION, SERVICING, USE OR PERFORMANCE
OF ANY PRODUCTS SELLER SHALL PROVIDE HEREUNDER, EVEN IF
NOTIFICATION HAS BEEN GIVEN AS TO THE POSSIBILITY OF
SUCH DAMAGES. PURCHASER HEREBY EXPRESSLY WAIVES ANY AND
ALL CLAIMS FOR SUCH DAMAGES. IN NO EVENT SHALL SELLER
HAVE ANY LIABILITY FOR ANY PRODUCTS USED FOR AVIATION,
MEDICAL, LIFESAVING, LIFE SUSTAINING OR NUCLEAR
APPLICATIONS.
8. COMPLIANCE WITH U.S. EXPORT LAWS
The Products are sold to Purchaser for resale only in
the United States, excluding its Territories. In the
event Purchaser delivers the Products to a customer who
may use the Products, outside the United States,
Purchaser acknowledges and shall advise its customer
that the Products are controlled for export by the U. S.
Department of Commerce and that the Products may require
authorization prior to export from the United States or
re export. Purchaser agrees that it will not export, re
export, or otherwise distribute Products, or direct
products thereof, in violation of any export control
laws or regulations of the United States. Purchaser
warrants that it will not export or re export any
Products with knowledge that they will be used in the
design, development, production, or use of chemical,
biological, nuclear, or ballistic weapons, or in a
facility engaged in such activities, unless Purchaser
has obtained prior approval from the Department of
Commerce. Purchaser further warrants that it will not
export or re export, directly or indirectly, any
Products to embargoed countries, including, but not
limited to, Cuba, Libya, North Korea, Iran, Iraq, Sudan
and Syria. Diversion of Products contrary to U.S. law is
prohibited.
9. MANUFACTURER AND PUBLISHER RESTRICTIONS
All Products delivered to Purchaser hereunder may have
additional restrictions on their use required by the
manufacturer or publisher Purchaser is solely
responsible for ensuring its adherence to any and all
such restrictions or requirements.
10. NOTICES
All notices, requests, demands and other communications
called for or contemplated hereunder shall be in and
shall be deemed to have been duly given when delivered
or two (2) days after mailing by U.S. certified or
registered first¬ class mail, prepaid, and addressed to
the parties at their principal place of business or at
such other addresses as the parties may designate by
written notice.
11. ASSIGNMENT
Purchaser shall not assign my order or any interest
therein without the prior written consent of Seller. Any
such actual or attempted assignment without Seller's
written consent shall entitle Seller to cancel such
order upon written notice to Purchaser.
12. SEVERABILITY
A judicial determination that any provision hereunder is
invalid in whole or in put shall not affect the
enforceability of those provisions not found to be
invalid.
13. CAPTIONS
The captions used herein are for reference purposes only
and shall have no effect upon the construction or
interpretation of any provisions herein.
14. GENERAL
These terms and conditions may be amended from time to
time, without notice and at Seller's sole discretion.
*Sales terms and conditions are subject to change.
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