Terms and Conditions of Purchase and Sale:
1. QUOTATIONS AND ACCEPTANCE- Only for Non eStore Purchase Orders: (a) Quotations are valid for thirty (30) days from their date, unless a different period of validity is specified in the quotation. Quotations represent no obligation until the Seller accepts the Purchaser’s order. (b) In the event of inconsistency between the Seller’s and the Purchaser’s conditions the Seller’s shall prevail. No variation of the Seller’s conditions shall be binding upon the Seller unless and until the variation has been accepted in writing by a duly authorized person on behalf of the Seller PRICES AND ORDERS- a) Prices do not include any other taxes, freight handling, insurance, duty or other similar charges, payment of which will be the sole responsibility of the Purchaser. If required by the legislation of the Purchaser’s country or any other relevant legislation, the Seller shall be entitled to add such taxes, duties or other similar charges to the invoice issued to the Purchaser and the Purchaser shall be obliged to pay the same. The Seller reserves the right to modify terms prior to shipment, require payment in advance, or delay or cancel any shipment or order by reason of the Purchaser’s creditworthiness or should the Purchaser fail to fulfill any obligation when due. b) Prices shall be those shown on the face hereof, provided, however, that if such prices are based on the purchase of a particular quantity of goods and the Purchaser fails to purchase such quantity, the Seller shall have the right (in addition to other rights and remedies the Seller may have) to collect from the Purchaser the difference between the price paid by the Purchaser for goods purchased and the Seller’s standard price for goods in the quantity purchased by the Purchaser.
2. TERMS OF PAYMENT- All eStore payment terms are Payment in Advance. Eddy Wireless LLC (Distributor) reserves a purchase money security interest in the hardware products delivered until all of the Distributor claims have been paid. The distributor may change these credit terms if Buyer’s financial condition changes. Each shipment shall be considered a separate and independent transaction. Payment shall not be withheld on account of any claim by the Purchaser against the Seller. The Seller reserves the right to suspend or cancel further deliveries where payment for any order of the Purchaser or any of its related companies or affiliates has not been made on due date or remains outstanding.
3. TITLE AND DELIVERY- (a) Unless otherwise agreed delivery will be at the Seller’s designated shipping point and goods will be packed into the Seller’s normal specification non-returnable packing. Additional carriage may at the Seller’s sole discretion be arranged at the request and at the expense of the Purchaser. Freight charges may be constructed on the basis of standard carrier tariffs and may not reflect actual transportation costs. (b) Any delivery period quoted is an estimate only and commences from the Seller’s acknowledgement of the Purchaser’s order. Provided the Seller takes all reasonable steps to deliver the goods at the time stated the Seller shall be under no liability to do so. (c) The Seller reserves the right to deliver in more than one consignment and to invoice each consignment separately. (d) Purchasers outside the United States are responsible at their own expense for obtaining any import licenses required in the country for which the goods are destined. The Seller is responsible for seeking any export licenses from the United States that may be necessary unless the Purchasers office from which the orders are issued is situated in the United States. (e) Ownership will pass to the Purchaser only on receipt by the Seller of the full invoice price of the goods. f) Risk in the goods shall pass in accordance with the applicable delivery term.
4. CONTINGENCIES- The Seller will not be liable for any failure in its performance or in the delivery or shipment of products, or for any damages suffered by the Purchaser by reason of such failure or delay, when such failure or delay is caused by, or arises in connection with, but not limited to any fire, flood, accident, war and civil disturbances or riots, acts of Government, currency restriction, labor disputes, strikes, shortage of labor, fuel or power materials, unavailability of materials or failure of supplier carrier or sub-contractor to deliver on time. The Seller reserves the right to cancel without liability any order, the shipment of which is or may be delayed more than 30 days by reason of any such cause. The Seller reserves the right to allocate in its sole discretion among customers or potential customers, or defer or delay the shipment of, any product that is in short supply.
5. LIMITED WARRANTY- (a) Hardware Products. Distributor Warrants that the hardware products to be delivered hereunder, if properly used and serviced, will conform to Manufacturer published Specifications and will be free from defects in material and Workmanship for the following periods following the date of Shipment: (1) Components, one (1) year. (2) All other products Ninety (90) days, unless a different warranty statement is specified in Distributor’s standard OEM price list.
EXCLUSIONS OF WARRANTIES - THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER WARRANTIES EXPRESS OR IMPLIED EXCEPT AS SET FORTH IN THIS
WARRANTY SHALL NOT APPLY TO THE PRODUCTS DELIVERED. DISTRIBUTOR NEITHER ASSUMES NOR
AUTHORIZES ANY OTHER PERSON TO ASSUME ANY OTHER LIABILITIES.
IN CONNECTION WITH THE SALE OR USE OF ANY PRODUCT - If any hardware product furnished by Distributor fails to conform to the above warranty Distributor's sole and exclusive liability shall be at Distributor option to repair, replace or credit Buyer's account with an amount equal to the price paid for any such product returned by Buyer during the warranty period, provided that (a) Buyer promptly Notifies Distributor in writing that such product failed to conform and furnishes a detailed explanation of any alleged deficiency. (b) Such product is returned to Distributor's plant at Buyer's risk and expense. (c) Distributor is satisfied those claimed deficiencies actually exist and were not caused by accident, misuse, neglect, alteration, improper installation, repair or improper testing. If such product fails to conform; Distributor will reimburse Buyer for the transportation charges. Distributor shall have a reasonable time to make repairs to, replace products or credit Buyer's account.
6. CANCELLATION – Only applies for Non eStore Volume Purchase Orders (a) Default. If Buyer defaults, Distributor may decline to make further shipments and/or may terminate Buyer's order without affecting Distributor's rights and remedies including, but not limited to, any right to cancellation charges and quantity priced adjustments. If Distributor continues to make shipments after Buyer's default Distributor's action shall not constitute a waiver nor affect Distributor's legal remedies. (b) Cancellation - Standard Products. Upon written notice to Distributor, Buyer may cancel any order for standard products scheduled for shipments beyond sixty (60) days after Distributor receives Buyer's cancellation notice. Buyer shall be liable for any quantity price adjustments resulting from such cancellation. Buyer shall also pay as a rescheduling/restocking charge, ten percent (10%) of the price for each canceled item scheduled for shipment within sixty (60) days from date of receipt by Distributor of Buyer's cancellation notice. (c) Cancellation - Custom Hardware Products. If Buyer cancels orders for hardware products containing designs, markings, packaging or other specifications unique to Buyer, Buyer shall pay the following cancellation charges. Percentage of Purchase Price to be paid upon Cancellation Number of Days before Scheduled Delivery that Written Cancellation Notice is received;
100% 0-60 Days 75% 61 – 90 Days
50% 91 – 120 Days 25% 121 – 180 Days
7. ASSIGNMENT - Distributor may assign all or any part of its rights and or obligations hereunder to any Distributor subsidiary or an authorized representative without Buyer's prior consent. Otherwise, neither party shall delegate any obligations hereunder nor assign any interest or rights without the prior written consent of the other.
8. LIMITATION OF LIABILITY - IN NO EVENT, INCLUDING BUT NOT LIMITED TO PRODUCT LIABILITY CLAIMS AND INTELLECTUAL PROPERTY INFRINGEMENTS, SHALL THE SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTIAL, OR CONSEQUANTIAL DAMAGES RESULTING FROM THE SELLER’S PERFORMANCE OR FAILURE TO PERFORM HEREUNDER OR THE PERFORMANCE OR USE OF ANY GOODS OR SERVICES SOLD PURSUANT HERETO. IN NO EVENT SHALL THE AMOUNT OF THE SELLER’S LIABILITY EXCEED THE AMOUNTS PAYABLE BY THE PURCHASER HEREUNDER.
9. MODIFICATIONS - No modifications or additions to or deletions from these terms shall be binding upon either party unless accepted in writing by an authorized representative of each. A waiver by Distributor of any default by Buyer shall not be deemed to be a continuing waiver of a waiver of any other default but shall apply solely to the instance to which the waiver is directed.
10. CONTROLLING LAW - Any order or agreement arising from this quotation shall be governed by, subject to, and construed according to the laws of the State of California.