Terms and Conditions of Sale

 

Centellax provides these Terms and Conditions of Sale to make you aware of our practices. This statement was last updated on 9 Apr 2007.

THESE TERMS AND CONDITIONS GOVERN THE SALE OF ALL PRODUCTS AND SERVICES ("PRODUCTS") BY CENTELLAX ("SELLER") AND SUPERSEDE ANY OTHER TERMS AND CONDITIONS IN ANY PURCHASE ORDER AND OTHER AGREEMENTS OR COMMUNICATIONS IN ANY FORM FROM BUYER. SELLER\'S ACCEPTANCE OF A PURCHASE ORDER AND/OR SELLER\'S FAILURE TO OBJECT TO ANY CONFLICTING OR ADDITIONAL TERMS AND CONDITIONS CONTAINED IN BUYER\'S PURCHASE ORDER SHALL NOT BE AN ACCEPTANCE OF SUCH TERMS AND CONDITIONS OR ADDITIONAL PROVISIONS NOR A WAIVER OF THE PROVISIONS HEREOF.

  1. Orders: Buyer will issue a purchase order or place an order by other electronic means acceptable to Seller. Such orders will include a description of the Product and/or the part number, the quantity ordered and the price. All orders are subject to acceptance by Seller. Seller reserves the right to allocate sale of Products between its customers in its sole discretion. Notwithstanding anything to the contrary herein contained, orders for special, custom and other non-standard Products shall be non-cancelable and non-returnable.

  2. Cancellation: Any request for cancellation must be presented to Seller in writing. Seller may, at its sole discretion, accept cancellation of an order for standard parts prior to lead time. Within standard lead time, cancellation may be refused or subject to a cancellation charge up to 50% of the amount of the order. Blanket order cancellation will be based on the original ship schedule, not on subsequent delivery re-schedules. Notwithstanding anything to the contrary herein contained, orders for special, custom and other non-standard Products and product configurations shall be non-cancelable and non-returnable. Buyer agrees to pay Seller 100% of the amount of the cancelled order for such special, custom and other non-standard Products and product configurations.

  3. Prices: Prices shall be as specified by Seller and valid for the period stated in Seller\'s price quotation. In the absence of any date on the price quotation, the prices will be deemed valid for a period of thirty (30) days from the date of the quotation. Prices are exclusive of any applicable taxes, shipping charges, duties fees, forwarding agent\'s and broker\'s fees, document fees and consular fees. Should Seller pay any such additional charges, Buyer shall pay the same to Seller in addition to the price of the Products.

  4. Terms of Payment: Subject to credit approval of Buyer by Seller and unless otherwise specified by Seller to Buyer, payment shall be net thirty (30) days. Buyer agrees to pay the entire net amount of each invoice without any offset or deduction. If Seller reasonably believes that Buyer\'s ability to make payments may be impaired or if Buyer fails to pay any invoice, Seller may, at its sole discretion, suspend future deliveries until payment is made or cancel any unfulfilled order and Buyer shall remain liable for any unpaid fulfilled order. Buyer agrees to provide financial information to Seller as may be reasonably requested by Seller from time to time for the purpose of evaluating Buyer\'s credit worthiness. Payments received from Buyer shall be applied against any obligations due to Seller in Seller\'s sole discretion. The acceptance of Buyer\'s payment shall in no circumstances constitute a waiver of Seller\'s right to pursue the collection of any remaining balance. Buyer shall pay interest on any invoice not paid when due from the due date to the date of payment at the rate of one and one half percent per month or the maximum rate allowed by law, whichever is lower. If Buyer fails to make payment when due, Seller reserves the right to pursue any remedy available under the law and in equity. Buyer shall reimburse Seller for all collection costs, including all reasonable legal costs.

  5. Delivery and Title: All shipments by Seller are F.O.B. point of origin and Buyer shall pay all transportation charges in addition to the price of the Products. Subject to Seller\'s right of stoppage in transit, delivery of the Product to the carrier shall constitute delivery to Buyer and title and risk of loss shall thereupon pass to Buyer. Seller shall select the shipping method unless otherwise specified by Buyer. Buyer acknowledges that delivery dates provided by Seller are estimates and that Seller is not liable for failure to deliver on the estimated date.

  6. Intellectual Property: Buyer acknowledges that the Products contain proprietary technical know how embodied in hardware, software or technical information or some combination thereof, and that, the ownership of all patents, copyrights, derivative works, mask work rights, trademarks, trade names and all other intellectual property rights to the Products shall remain solely the property of Seller. Buyer understands and agrees that a sale of the Products does not constitute a sale of any of Seller\'s intellectual property rights; except that Buyer shall receive a limited, non-exclusive right to such intellectual property solely for the purpose of, and only to the extent necessary for, use of the Products in accordance with Seller\'s specifications and user documentation.

  7. Trademarks: Buyer shall not alter or remove from the Products (or their packaging or documentation), or alter any of Seller\'s trademarks, trade names, logos, patent or copyright notices, or other notices or markings, or add any other notices or markings to the Products (or their packaging or documentation).

  8. Acceptance of Products and Products Returns: Inspection and acceptance of the Products shall be Buyer\'s responsibility. Acceptance of the Products by Buyer shall be deemed unless Seller receives a written rejection of the Products within five (5) business days after delivery. Buyer waives any further right of rejecting the Products thereafter. The notice of rejection shall include a detailed description of the reason(s) for the rejection and, if applicable, of the damage or defect to the Products. Upon acceptance of the notice of rejection, Seller will issue a numbered Return Material Authorization ("RMA"). Seller will not accept returned Products without an RMA number. Products not eligible for return shall be sent back to Buyer freight collect.

  9. Force Majeure: Seller shall not be liable for any incidental, special or consequential damages, lost profits or other losses or expenses due to causes beyond its reasonable control including, but not limited, to acts of God, natural disasters, acts or omissions of other parties, acts or omissions of civil or military authority, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restriction, riots, war, acts of terrorism, delays in transportation or inability to obtain labor or materials through its regular sources.

  10. Seller\'s Limited Warranty: Seller warrants to Buyer that upon delivery to Buyer, the Products purchased hereunder shall conform to Seller\'s specifications for such Products. Seller makes no other warranty expressed or implied with respect to the Products. SELLER MAKES NO WARRANTY WITH RESPECT TO THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. With respect to Products, which do not meet applicable Seller\'s specifications unless otherwise specifically stated in Seller\'s standard warranty, Seller\'s liability is limited, at Seller\'s sole discretion, to (1) refund of Buyer\'s purchase price for such Products, (2) repair of such Products, or (3) replacement of such Products; provided, however, that such products must be returned to Seller, freight prepaid, along with acceptable evidence of purchase, within ten (10) business days from the date of delivery, shipping prepaid.

  11. Limitations of Liabilities: IN NO EVENT SHALL BUYER BE ENTITLED TO AND SELLER LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING WITHOUT LIMITATION BUSINESS INTERRUPTIONS COSTS, REMOVAL AND/OR REINSTALLATION COSTS, REPROCUREMENT OR MANUFACTURING EXPENSES, OVERHEAD, INJURY TO REPUTATION OR LOSS OF CUSTOMERS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILTITY OF SUCH DAMAGES. BUYER\'S RECOVERY FROM SELLER FOR ANY CLAIM SHALL NOT EXCEED BUYER\'S PURCHASE PRICE FOR THE PRODUCT GIVING RISE TO SUCH CLAIM IRRESPECTIVE OF THE NATURE OF THE CLAIM, WHEHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE. SELLER SHALL NOT BE LIABLE FOR AND BUYER SHALL INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM ANY CLAIMS BASED ON SELLER\'S COMPLIANCE WITH BUYER\'S SPECIFICATIONS, INSTRUCTIONS OR MODIFICATIONS OF ANY PRODUCTS OR USE OF THE PRODUCTS IN COMBINATION WITH OTHER PRODUCTS.

  12. Export Control: The sale, resale or other disposition of Products and their documentation is subject to export control laws, regulations and orders of the United States and may be subject to the export and/or import control laws and regulations of other countries. Buyer agrees to comply with all such laws, regulations and orders and acknowledges that it shall nor directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Buyer acknowledges its responsibility to obtain any necessary license to export, re-export or import the Products.

  13. Governing Law and Jurisdiction: These Terms and Conditions shall for all purposes be governed by and interpreted in accordance with the laws of the State of California without regard to any choice of law doctrine, which would apply the laws of any other jurisdiction. The Convention on Contracts for the International Sales of Goods does not apply. Any legal suit, action or proceeding arising out of or relating to these Terms and Conditions shall be commenced solely in a Federal or state court having jurisdiction over disputes arising in Sonoma County, California and each party hereto irrevocably submits to the exclusive jurisdiction and exclusive venue of any such court in any such suit, action or proceeding.

  14. Severability: If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in full force and effect.

 

Changes to the statement
All material changes to our policy and practices will be posted on this page. The revision date shown at the top of the page will be updated accordingly.

Contact Information
Please e-mail questions or comments about our privacy practices to: policy [at] centellax [dot] com.

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