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Terms & Conditions
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1. CONTROLLING TERMS.

SELLER’S ACCEPTANCE OF CUSTOMER’S ORDER IS SUBJECT TO AND MADE CONDITIONAL UPON THESE SALES TERMS (“TERMS”) AND CUSTOMER’S ASSENT TO THESE TERMS. SELLER OBJECTS TO ANY CUSTOMER’S TERMS IN ADDITION OR DIFFERENT FROM THESE TERMS. IN ANY EVENT, CUSTOMER’S SIGNATURE HERETO OR ACCEPTANCE OF SELLER’S QUOTE OR GOODS CONSTITUTES CUSTOMER’S ACCEPTANCE OF THESE TERMS. UNLESS SELLER EXPRESSLY AGREES IN A SIGNED WRITING. THESE TERMS, INCLUDING ALL DOCUMENTS SPECIFIED BY SELLER AS PART OF THESE TERMS, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN SELLER AND CUSTOMER AND SUPERSEDES ALL OTHER AGREEMENTS AND UNDERSTANDINGS REGARDING THE SUBJECT MATTER HEREOF. THESE TERMS SHALL NOT IN ANY WAY BE CHANGED BY ANY ORAL STATEMENTS OR PROVISIONS OF ANY OF CUSTOMER’S FORMS OR DOCUMENTS.

2. ACCEPTANCE.

Quotes are valid for 30 days. Orders are accepted by Seller only by Seller’s shipping of goods or a signed acceptance, and then only upon these Terms.

3. DELIVERY.

Customer assumes risk of loss upon Seller’s delivery of the goods at such location to a carrier or to Customer’s agent. Customer will pay all freight and other charges related to transportation and storage of the goods including duties, tariffs and assessments. Delivery dates are estimates; Seller will use commercially reasonable efforts to meet requested delivery dates.

4. PAYMENT.

First order must be paid by Credit Card (VISA, MC or AMEX). Subsequently, for infrequent orders, a credit card is required. To be eligible to open an account, Customer must sign Seller’s Credit Agreement, and meet credit approval criteria. Payment terms will remain Credit Card until Customer is notified in writing of any change. When Seller buys parts and bare boards for Customer, payment is due at the time of order unless sufficient credit is available for Customer. Late payments shall bear interest at the rate of 12% per annum until paid in full. Seller may decline to make any shipment or delivery or perform any services except upon receipt of payment, or upon terms of security satisfactory to Seller.

5. TAXES.

Prices for goods and services do not included taxes, duties or other charges, including but not limited to, sales or use taxes, imposed on or with respect to the sale or use of the goods, or arising by reason of the sale by the Seller. Customer shall pay promptly all such taxes, duties and other charges, and upon request shall give Seller a receipt showing such payments.

6. WARRANTY.

Seller warrants for 30 days from shipment that the goods will be free from defects in materials and workmanship and will conform to specifications furnished by Customer. Customer’s sole remedy under this warranty shall be, at Seller’s option, that Seller either; (i) repair; (ii) replace; or (iii) refund the purchase price paid to Seller. This express warranty shall extend to Customer only and not to Customer’s buyers. EXCEPT FOR THIS EXPRESS WARRANTY, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, GOODS, OR THEIR DESIGN, INCLUDING ANY (a) WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (b) WARRANTY OF TITLE; (c) WARRANTY RELATING TO INTELLECTUAL OR PROPRIETARY RIGHTS IN THE DESIGNS, SPECIFICATIONS, AND OTHER ITEMS PROVIDED BY CUSTOMER; (d) WARRANTY AGAINST INFRINGEMENT OF INTERLLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING OR PERFORMANCE, USAGE OF TRADE OR OTHERWISE. CUSTOMER ACKNOWLEDGES IT HAS NOT RELIED UPON ANY RESPRESENTATION OR WARRANTY MADE BY SELLER OF ON ITS BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SELLER BE LIABLE FOR ANY LOSS OF PROFIT, LOSS OF USE, LOSS FROM BUSINESS INTERRUPTIONS, OR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES TO ANYONE BY REASON OF A BREACH OF ANY WARRANTIES OR OF THESE TERMS, REGARDLESS OF WHETEHR THE SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER ANY LIMITED REMEDY PROVIDED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

7. RETURNS.

Goods may not be returned to Seller for warranty claims without Seller’s prior authorization and then only in accordance with Seller’s Return Material Authorization (RMA) procedures. Seller will notify Customer if the goods are not subject to warranty remedy, and unless Seller receives disposition instructions for such goods within 30 days of such notification, the goods will be returned to Customer, freight collect. All goods shall be deemed acceptable if not rejected within 30 days from shipment to Customer or not returned within 30 days of issuance of a return authorization number, and the parties agree such time period is reasonable.

8. INDEMNITY.

Customer warrants that the designs, specifications, and other materials provided by Customer do not violate or infringe upon any third party rights, including without limitation, any intellectual property, copyright, patent, trademark, proprietary, or non-disclosure, rights (collectively, “IP Rights”). Customer shall defend, indemnify and hold harmless Seller, its officers, directors, managers, employees, agents, sub-contractors and affiliates from and against any and all liabilities, damages, losses, costs, and expenses, including attorney’s fees and expenses, arising from a claim or action that any goods infringe any IP Rights., to the extent such alleged infringement arises from Seller’s incorporation of designs, specifications or other materials provided by Customer.

9. IP.

Each party owns and shall retain all right, title and interest in its name, domain names, logos, service marks, trade dress, software, proprietary technology and other IP Rights, including those developed by such party in the future.

10. EXCUSABLE DELAY.

Seller’s maximum aggregate liability for damages to Customer shall not exceed the amount Seller actually receives for the goods furnished, or to be furnished, or services rendered, as the case may be, which is the subject of the claim or dispute. Seller shall not be responsible for any claims or damages resulting from delay in delivery or failure to perform which results from governmental regulations, strikes, lockouts, labor difficulties, civil unrest, war, shortage of materials, accident, fire, delays in manufacture or transportation, acts of God, or any other cause beyond Seller’s reasonable control.

11. CHANGES.

Cancelled orders are subject to Customer paying all costs Seller incurred up to the time of cancellation plus charges for labor. Any partial work, or remaining parts, will be sent to customer after such payment. If the quoted specifications and actual design specifications conflict, Customer will pay the adjusted price (either up or down) necessitated by the final product design information.

12. INSTALLMENTS.

Each installment of goods to be delivered is to be considered as a separate sale, and Customer shall be liable to pay the agreed upon price for such installment without regard to the failure to deliver subsequent installments; nor shall Seller’s failure, breach or default in the delivery of any installments give Customer the right to refuse to accept any other installment.

13. INSOLVENCY.

Customer represents by submitting an order that Customer is not insolvent, as that term is defined in the Colorado Uniform Commercial Code. In the event Customer becomes insolvent before delivery of goods, Customer will notify Seller in writing. A failure to so notify Seller shall be construed as a reaffirmation of Customer’s solvency at the time of delivery.

14. LAW.

This document is made under and shall be interpreted and enforced in accordance with the laws of the State of Colorado without giving effect to those principles of conflict of laws which might otherwise require the application of the law of another jurisdiction. The United Nations Convention of Contracts for the International Sale of Goods does not apply. Any legal action shall be filed only in the state or Federal courts located in Colorado. In the event any legal action is filed with respect to a claim or controversy arising out of or relating to these Terms, the prevailing part therein shall be entitled to an award of expenses in the litigation and in collecting any judgment, including reasonable attorneys’ fees and expenses.

15. EXPORTS.

Customer shall comply with all applicable federal and foreign export and import control laws and regulations, including the Export Administrations Regulations and the International Traffic in Arms Regulations, and complete all required undertakings (including obtaining any necessary export license or other governmental approval) for the goods shipped to Customer. Customer shall not, and shall not permit any third parties to, directly or indirectly, export, re-export or release any goods to any jurisdiction or country to which, or any party to whom, the export, re-export or release of any goods or information is prohibited by applicable federal or foreign law or regulation. Customer shall provide prior written notice of the need to comply with such laws and regulations to any person, firm or entity which it has reason to believe is obtaining any such goods of information from Seller of Customer with the intent to export.

16. ASSIGNMENTS.

Customer shall not assign or delegate any of its rights or obligations under these Terms without Seller’s prior written consent. Any purported assignment or delegation in violation of this Section is null and void. These Terms are for the sole benefit of the parties and the person and entities to be indemnified hereunder, and their respective successors and permitted assigns, and nothing herein is intended to or shall confer upon any other person or entity any right, benefit, or remedy whatsoever under or by reason of these Terms.

17. MISCELLANEOUS.

If any term herein is declared invalid or unenforceable, the validity of the remaining terms shall not be affected thereby. If any term or provision herein is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision or invalidate or render unenforceable such term of provision in any other jurisdiction. All rights of Seller herein are cumulative and not restrictive. No waiver by Seller of any of Customer’s defaults or failure to perform Customer’s obligations shall operate as a waiver of future defaults or failures to perform.

18. FEDERAL CONTRACTS.

Contracts are subject to the provisions of (i) Executive Order 11246, (41 CFR 60-1.4); (ii) section 503 of the Rehabilitation Act of 1973, (41 CFR 60-741.5(a); and (iii) section 4212 of the Vietnam Era Veterans Readjustment Act of 1974, (41 CFR 60-300.5(a). This contractor and subcontractor shall abide by the requirements of 41 CFR 60-741.5(a) and 41 CFR 60-300.5(a).  These regulations prohibit discrimination against qualified individuals on the basis of disability, and qualified protected veterans, and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities, and qualified protected veterans.

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